Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 75K Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 20K
4: EX-23.2 Consent of Expert or Counsel HTML 5K
2: EX-FILING FEES Filing Fees HTML 20K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
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.
Large accelerated filer
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Smaller reporting company
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Accelerated
filer
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Emerging growth company
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Non-accelerated filer
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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 ☐
EXPLANATORY
NOTE
Alkami Technology, Inc. (the “Registrant,”“we,”“us” or “our”) is filing this Registration Statement for the purpose of registering:
•an additional 9,441,742 shares of common stock to be issued pursuant to the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) (resulting from automatic annual increases of 4,605,637 shares as of January 1, 2023 and 4,836,105 shares as of January 1, 2024 pursuant to the “evergreen” provision of the 2021 Plan); and
•an additional 1,000,000 shares of common stock to be issued
pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) (resulting from annual increases of 500,000 shares as of January 1, 2023 and 500,000 shares as of January 1, 2024 pursuant to the “evergreen” provision of the ESPP).
These shares being registered pursuant to this Registration Statement are the same class as other securities for which the following registration statements (the “Prior Registration Statements”) relating to the 2021 Plan and the ESPP were filed with the Securities and Exchange Commission (the “SEC”): April 16, 2021 (File No. 333-255300)
and March 18, 2022 (File No. 333-263741).
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Form
S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
the year ended December 31, 2022, including any amendments or reports filed for the purpose of updating such description.
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that
a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on this 8th day of March, 2024.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
W. Bryan Hill and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
