As filed with the Securities and Exchange Commission on February 24, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLYWIRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 27-0690799 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 141 Tremont St #10 Boston, MA |
02111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Flywire Corporation 2021 Equity Incentive Plan
Flywire Corporation 2021 Employee Stock Purchase Plan
(Full title of Plan)
Michael Massaro
Chief Executive Officer
Flywire Corporation
141 Tremont St #10
Boston, MA 02111
(Name and address of agent for service)
(617) 329-4524
(Telephone number, including area code, of agent for service)
Copies to:
| David D. Gammell Keith J. Scherer John E. Maciejewski Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, Suite 900 Boston, MA 02210 (617) 648-9100 |
Peter Butterfield General Counsel & Chief Flywire Corporation 141 Tremont St #10 Boston, MA 02111 (617) 329-4524 |
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. ☐
PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 registers additional shares of voting common stock to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan. The information contained in the Registrant’s registration statement on Form S-8 (SEC File Nos. 333-256695, 333-263956, 333-270587, 333-277440 and 333-285288), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
II-1
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 Boston, Commonwealth of Massachusetts on this 24th day of February, 2026.
| FLYWIRE CORPORATION | ||
| By: | /s/ Michael Massaro | |
| Michael Massaro | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Michael Massaro and Cosmin Pitigoi and each of them, his or her true and lawful attorneys-in-fact and agents, each 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, including post-effective amendments, to this registration statement, and to file the same, with 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf the Registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael Massaro Michael Massaro |
Chief Executive Officer and Director (Principal Executive Officer) |
February 24, 2026 | ||
| /s/ Cosmin Pitigoi Cosmin Pitigoi |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 24, 2026 | ||
| /s/ Phillip Riese Phillip Riese |
Chairman of the Board of Directors | February 24, 2026 | ||
| /s/ Alex Finkelstein Alex Finkelstein |
Director | February 24, 2026 | ||
| /s/ Matt Harris Matt Harris |
Director | February 24, 2026 | ||
| /s/ Gretchen Howard Gretchen Howard |
Director | February 24, 2026 | ||
| /s/ Carleigh Jaques Carleigh Jaques |
Director | February 24, 2026 | ||
| /s/ Diane Offereins Diane Offereins |
Director | February 24, 2026 | ||
| /s/ Edwin Santos Edwin Santos |
Director | February 24, 2026 | ||
Exhibit 5.1
|
|
February 24, 2026
Flywire Corporation
141 Tremont St #10
Boston, MA 02111
Re: Flywire Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Flywire Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 7,317,565 shares of the Company’s voting common stock, $0.0001 par value per share (the “Shares”), that are issuable by the Company (i) upon the exercise or settlement of awards granted or to be granted under the Company’s 2021 Equity Incentive Plan and (ii) upon the exercise of purchase rights to acquire shares of voting common stock pursuant to the Company’s 2021 Employee Stock Purchase Plan. The Company’s 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan are collectively referred to in this letter as the “Plans.”
As your counsel, we have examined such matters of fact and questions of law as we have deemed necessary in order to render the opinion set forth herein. In connection with our opinion expressed below, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We express no opinion as to matters governed by any laws other than the laws of the Delaware General Corporation Law and the federal laws of the United States.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued and sold pursuant to the applicable provisions of the Plans, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and nonassessable shares of the Company’s voting common stock.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
| /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
| GUNDERSON DETTMER STOUGH VILLENEUVE
FRANKLIN & |
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 Flywire Corporation of our report dated February 24, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Flywire Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 2026
| Calculation of Filing Fee Tables | |||
| | |||
| | |||
| Table 1: Newly Registered Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
|---|---|---|---|---|---|---|---|---|
| 1 | |
|
|
|
$ |
$ |
|
$ |
| 2 | |
|
|
|
$ |
$ |
|
$ |
| Total Offering Amounts: |
$ |
$ | ||||||
| Total Fee Offsets: |
$ | |||||||
| Net Fee Due: |
$ | |||||||
| Offering Note |
| 1 |
| ||||||
| | |||||||
| 2 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |