SEC Form S-8 POS filed by HireRight Holdings Corporation

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As filed with the Securities and Exchange Commission on June 28, 2024

Registration No. 333-260558

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8 REGISTRATION STATEMENT NO. 333-260558

UNDER

THE SECURITIES ACT OF 1933

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HireRight Holdings Corporation

(Exact name of registrant as specified in its charter)

100 Centerview Drive

Suite 300

Nashville, Tennessee 37214

(Address, including zip code, of registrant’s principal executive offices)

HireRight Holdings Corporation 2021 Omnibus Incentive Plan

HireRight Holdings Corporation Employee Stock Purchase Plan

HireRight GIS Group Holdings LLC Equity Incentive Plan

(Full title of the plan)

Brian Copple

General Counsel and Secretary

100 Centerview Drive

Suite 300

Nashville, Tennessee 37214

(Name and address of agent for service)

(615) 320-9800

(Telephone number, including area code, of agent for service)

COPIES TO:

Matthew W. Abbott

John C. Kennedy

Cullen L. Sinclair

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed by HireRight Holdings Corporation ( “HireRight”) with the Securities and Exchange Commission (the “SEC”):

On June 28, 2024, Hearts Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Hearts Parent, LLC, a Delaware limited liability company (“Parent”), completed its merger (the “Merger”) with and into HireRight pursuant to the terms of the Agreement and Plan of Merger, dated February 15, 2024 (the “Merger Agreement”), by and among Parent, Merger Sub and HireRight. HireRight was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent.

As a result of the Merger, HireRight has terminated all offerings and sales of securities pursuant to the Registration Statement. In accordance with an undertaking made by HireRight in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance under the Registration Statement that remain unsold at the termination of such offering, HireRight hereby removes from registration all of such securities registered but remaining unsold under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in Nashville, Tennessee, on June 28, 2024.

No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933.

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