RELY Remitly Global Inc

 

As filed with the Securities and Exchange Commission on February 19, 2025

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

REMITLY GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		83-2301143
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1111 Third Avenue, Suite 2100

Seattle, WA 98101

 

(Address of Principal Executive Offices) (Zip Code)

 

Remitly Global, Inc. 2021 Equity Incentive Plan

Remitly Global, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

 

 

Matthew Oppenheimer

Chief Executive Officer

Remitly Global, Inc.

1111 Third Avenue, Suite 2100

Seattle, WA 98101

(888) 736-4859

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Saema Somalya

Chief Legal and Corporate Affairs Officer

Remitly Global, Inc.

1111 Third Avenue, Suite 2100

Seattle, WA 98101

(888) 736-4859

 

 

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	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			Emerging growth company	☐

 

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. ☐

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Remitly Global, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 10,026,731 additional shares of common stock under the Registrant’s 2021 Equity Incentive Plan and 2,005,346 additional shares of common stock under the Registrant’s 2021 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

PART II

Information Required in the Registration Statement

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

a.

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), filed with the Commission on February 19, 2025;

 

b.

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

c.

the description of the Registrant’s common stock contained in Exhibit 4.3 to the Annual Report, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on September 23, 2021 (Registration No. 333-259737), March 29, 2022 (Registration No. 333-263958), February 28, 2023 (Registration No. 333-270112), and February 23, 2024 (Registration No. 333-277337) to the extent not superseded hereby. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

Item 8. Exhibits.

 

The following exhibits are filed herewith or incorporated by reference:

 

				Incorporated by Reference
Exhibit No.		Exhibit Description		Form		File No.		Exhibit		Filing Date	Filed Herewith
4.1		Amended and Restated Certificate of Incorporation of the Registrant.		10-Q		001-40822		3.3		11/12/2021
4.2		Amended and Restated Bylaws.		8-K		001-40822		3.1		3/20/2024
4.3		Form of Common Stock Certificate of the Registrant.		S-1/A		333-259167		4.1		09/22/2021
5.1		Opinion of Davis Polk & Wardwell LLP.									X
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.									X
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).									X
24.1		Power of Attorney (included on the signature page of this Registration Statement).									X
99.1		2021 Equity Incentive Plan, as amended, and forms of award agreements.		10-K		001-40822		10.3		02/23/2024
99.2		2021 Employee Stock Purchase Plan, as amended, and form of subscription agreement.		10-K		001-40822		10.4		02/23/2024
107.1		Filing Fee Table.									X

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended 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 Seattle, State of Washington, on this 19th day of February, 2025.

 

	REMITLY GLOBAL, INC.
	/s/ Matthew Oppenheimer
	Matthew Oppenheimer Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Oppenheimer, Vikas Mehta, and Gail Miller, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 connection therewith, as fully for 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 his or her 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 on behalf of the Registrant in the capacities and on the dates indicated.

 

/s/ Matthew Oppenheimer		/s/ Vikas Mehta
Matthew Oppenheimer, Chief Executive Officer and Director		Vikas Mehta, Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)
Date: February 19, 2025		Date: February 19, 2025
/s/ Gail Miller		/s/ Ryno Blignaut
Gail Miller, Chief Accounting Officer		Ryno Blignaut, Director
(Principal Accounting Officer)		Date: February 19, 2025
Date: February 19, 2025
/s/ Phyllis Campbell		/s/ Bora Chung
Phyllis Campbell, Director		Bora Chung, Director
Date: February 19, 2025		Date: February 19, 2025
/s/ Joshua Hug		/s/ Laurent Le Moal
Joshua Hug, Vice Chair and Director		Laurent Le Moal, Director
Date: February 19, 2025		Date: February 19, 2025
/s/ Nigel Morris		/s/ Phillip Riese
Nigel Morris, Director		Phillip Riese, Director
Date: February 19, 2025		Date: February 19, 2025
/s/ Margaret M. Smyth
Margaret M. Smyth, Director
Date: February 19, 2025

 

 

 

 

 

 

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

davispolk.com

 

EXHIBIT 5.1 and 23.2

 

OPINION OF DAVIS POLK & WARDWELL LLP

 

February 19, 2025

 

Remitly Global, Inc.

1111 Third Avenue, Suite 2100

Seattle, WA 98101

 

Ladies and Gentlemen:

 

We have acted as special counsel to Remitly Global, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of (i) 10,026,731 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, that were added to the shares of common stock authorized for issuance pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 2,005,346 Shares of the Company’s common stock that were added to the shares of common stock authorized for issuance pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP,” and together with the 2021 Plan, the “Plans”). We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

 

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

 

On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the Plans upon receipt by the Company of the consideration for the Shares specified therein, will be validly issued, fully paid and non-assessable.

 

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

 

Very truly yours,

/s/ Davis Polk & Wardwell LLP

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Remitly Global, Inc. of our report dated February 19, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Remitly Global, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

 

/s/ PricewaterhouseCoopers LLP

 

Seattle, Washington
February 19, 2025

 

 

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

REMITLY GLOBAL, INC.

Table 1: Newly Registered Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Common stock, $0.0001 par value per share		(1)		Other		10,026,731		$	25.02		$	250,868,810.00		0.0001531		$	38,408.01
Fees to be Paid		Equity		Common stock, $0.0001 par value per share		(2)		Other		2,005,346		$	21.27		$	42,653,710.00		0.0001531		$	6,530.28
Total Offering Amounts:															$	293,522,520.00					44,938.29
Total Fees Previously Paid:																					0.00
Total Fee Offsets:																					0.00
Net Fee Due:																				$	44,938.29

 

__________________________________________
Offering Note(s)

(1)

(a) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock of Remitly Global, Inc. (the "Registrant") that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock. (b) The Amount Registered represents 10,026,731 additional shares of the Registrant's common stock reserved for issuance under the 2021 Equity Incentive Plan ("2021 Plan") resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2021 Plan. (c) The Proposed Maximum Offering Price Per Unit is estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 Plan, on the basis of the average of the high and low prices of the Registrant's common stock as reported on the Nasdaq Global Select Market ("Nasdaq") on February 12, 2025, which date is within five business days prior to filing this Registration Statement. (d) The Amount of Registration Fee is rounded to the nearest cent. (e) The Registrant does not have any fee offsets.

(2)

(a) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of common stock of the Registrant that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock. (b) The Amount Registered represents 2,005,346 additional shares of the Registrant's common stock reserved for issuance under the 2021 Employee Stock Purchase Plan ("Purchase Plan") resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan. (c) The Proposed Maximum Offering Price Per Unit is estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Purchase Plan, on the basis of the average of the high and low prices of the Registrant's common stock as reported on Nasdaq on February 12, 2025, which date is within five business days prior to filing this Registration Statement. Under the Purchase Plan, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant's common stock on the offering date or the purchase date, whichever is less. (d) The Amount of Registration Fee is rounded to the nearest cent. (e) The Registrant does not have any fee offsets.

v3.25.0.1

Submission	Feb. 19, 2025
Submission [Line Items]
Central Index Key	0001782170
Registrant Name	REMITLY GLOBAL, INC.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 19, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common stock, $0.0001 par value per share
Amount Registered | shares	10,026,731
Proposed Maximum Offering Price per Unit	25.02
Maximum Aggregate Offering Price	$ 250,868,810.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 38,408.01
Offering Note	(a) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock of Remitly Global, Inc. (the "Registrant") that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock. (b) The Amount Registered represents 10,026,731 additional shares of the Registrant's common stock reserved for issuance under the 2021 Equity Incentive Plan ("2021 Plan") resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2021 Plan. (c) The Proposed Maximum Offering Price Per Unit is estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 Plan, on the basis of the average of the high and low prices of the Registrant's common stock as reported on the Nasdaq Global Select Market ("Nasdaq") on February 12, 2025, which date is within five business days prior to filing this Registration Statement. (d) The Amount of Registration Fee is rounded to the nearest cent. (e) The Registrant does not have any fee offsets.
Offering: 2
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common stock, $0.0001 par value per share
Amount Registered | shares	2,005,346
Proposed Maximum Offering Price per Unit	21.27
Maximum Aggregate Offering Price	$ 42,653,710.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 6,530.28
Offering Note	(a) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of common stock of the Registrant that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's common stock. (b) The Amount Registered represents 2,005,346 additional shares of the Registrant's common stock reserved for issuance under the 2021 Employee Stock Purchase Plan ("Purchase Plan") resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan. (c) The Proposed Maximum Offering Price Per Unit is estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Purchase Plan, on the basis of the average of the high and low prices of the Registrant's common stock as reported on Nasdaq on February 12, 2025, which date is within five business days prior to filing this Registration Statement. Under the Purchase Plan, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant's common stock on the offering date or the purchase date, whichever is less. (d) The Amount of Registration Fee is rounded to the nearest cent. (e) The Registrant does not have any fee offsets.

v3.25.0.1

Fees Summary	Feb. 19, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 293,522,520.00
Previously Paid Amount	0.00
Total Fee Amount	44,938.29
Total Offset Amount	0.00
Net Fee	$ 44,938.29

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