As filed with the Securities and Exchange Commission on February 25, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Confluent, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-1824387 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
899 W. Evelyn Avenue
Mountain View, California 94041
(800) 439-3207
(Address of principal executive offices) (Zip code)
Confluent, Inc. 2021 Equity Incentive Plan
Confluent, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Steffan Tomlinson
Chief Financial Officer
Confluent, Inc.
899 W. Evelyn Avenue
Mountain View, California 94041
(800) 439-3207
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Jon Avina Siana Lowrey Milson Yu Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Melanie Vinson Brianna Murray Confluent, Inc. 899 W. Evelyn Avenue Mountain View, California 94041 (800) 439-3207 |
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, Confluent, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 13,590,094 additional shares of its Class A common stock under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 Plan on January 1, 2022, and (ii) 2,718,018 additional shares of its Class A common stock under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its Class A common stock for issuance under the 2021 Plan, the 2021 ESPP, and the Registrant’s Amended and Restated 2014 Stock Plan on a Registration Statement on Form S-8 filed with the Commission on June 24, 2021 (File No. 333-257338) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement except as set forth below.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Confluent, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 24, 2022. |
| (b) | The description of the Registrant’s Class A Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on June 21, 2021 (File No. 001-40526) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
| (c) | All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 herein or in any subsequently filed document that also 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. |
ITEM 8. EXHIBITS
| * | Filed herewith |
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 Mountain View, State of California, on this 25th day of February, 2022.
| CONFLUENT, INC. | ||
| By: |
/s/ Edward Jay Kreps | |
| Edward Jay Kreps | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Jay Kreps, Steffan Tomlinson, and Melanie Vinson, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 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 his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Edward Jay Kreps | Chief Executive Officer and Director | February 25, 2022 | ||
| Edward Jay Kreps | (Principal Executive Officer) | |||
| /s/ Steffan Tomlinson | Chief Financial Officer | February 25, 2022 | ||
| Steffan Tomlinson | (Principal Financial Officer) | |||
| /s/ Ying Christina Liu | Chief Accounting Officer | February 25, 2022 | ||
| Ying Christina Liu | (Principal Accounting Officer) | |||
| /s/ Lara Caimi | Director | February 25, 2022 | ||
| Lara Caimi | ||||
| /s/ Jonathan Chadwick | Director | February 25, 2022 | ||
| Jonathan Chadwick | ||||
| /s/ Alyssa Henry | Director | February 25, 2022 | ||
| Alyssa Henry | ||||
| /s/ Matthew Miller | Director | February 25, 2022 | ||
| Matthew Miller | ||||
| /s/ Neha Narkhede | Director | February 25, 2022 | ||
| Neha Narkhede | ||||
| /s/ Greg Schott | Director | February 25, 2022 | ||
| Greg Schott | ||||
| /s/ Eric Vishria | Director | February 25, 2022 | ||
| Eric Vishria | ||||
| /s/ Mike Volpi | Director | February 25, 2022 | ||
| Mike Volpi | ||||
Exhibit 5.1
Jon C. Avina
T: +1 650 843 5307
javina@cooley.com
February 25, 2022
Confluent, Inc.
899 W. Evelyn Avenue
Mountain View, California 94041
Ladies and Gentlemen:
We have acted as counsel to Confluent, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 16,308,112 shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), consisting of (a) 13,590,094 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 2,718,018 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery by all persons other than by the Company of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 843 7400 cooley.com
Confluent, Inc.
February 25, 2022
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
| Cooley LLP | ||
| By: | /s/ Jon C. Avina | |
| Jon C. Avina | ||
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 843 7400 cooley.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Confluent, Inc. of our report dated February 24, 2022 relating to the financial statements, which appears in Confluent, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
February 24, 2022
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Confluent, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule |
Amount Registered(1) |
Proposed Offering |
Maximum Offering |
Fee Rate | Amount of Registration Fee | |||||||
|
Equity |
Class A Common Stock, par value $0.00001 per share, Confluent, Inc. 2021 Employee Stock Purchase Plan | Other(2) | 2,718,018 | $35.13(4) | $ 95,483,972 | $0.0000927 | $ 8,852 | |||||||
| Equity |
Class A Common Stock, par value $0.00001 per share, Confluent, Inc. 2021 Equity Incentive Plan | Other(3) | 13,590,094 | $41.32(5) | $561,542,684 | $0.0000927 | $52,056 | |||||||
|
Total Offering Amount |
$657,026,656 | $60,908 | ||||||||||||
|
Total Fees Previously Paid |
$ — | |||||||||||||
|
Total Fee Offsets |
$ — | |||||||||||||
|
Net Fee Due |
$60,908 | |||||||||||||
| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable. |
| (2) | Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on December 31, 2021, which annual increase is provided by the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). |
| (3) | Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on December 31, 2021, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”). |
| (4) | Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 23, 2022, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP. |
| (5) | Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 23, 2022. |