As filed with the Securities and Exchange Commission on April 3, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sprinklr, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 45-4771485 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
29 West 35th Street
7th Floor
New York, NY 10001
(917) 933-7800
(Address of principal executive offices) (Zip code)
Sprinklr, Inc. 2021 Equity Incentive Plan
Sprinklr, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Ragy Thomas
Founder, Chairman and Chief Executive Officer
Sprinklr, Inc.
29 West 35th Street
7th Floor
New York, NY 10001
(917) 933-7800
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jaime L. Chase Trey Reilly Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 |
Jacob Scott General Counsel Sprinklr, Inc. 29 West 35th Street 7th Floor New York, NY 10001 (917) 933-7800 |
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 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, Sprinklr, Inc. (the Registrant) is filing this Registration Statement with the Securities and Exchange Commission (the Commission) to register (i) 13,146,991 additional shares of its Class A common stock under the 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 Class A common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 2,629,398 additional shares of its Class A common stock under the 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, 2023. 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.
PART II
ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The contents of the Registrants Registration Statements on Form S-8 (File Nos. 333-257384 and 333-264233), filed with the Commission on June 25, 2021 and April 11, 2022, respectively.
(b) The Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed with the Commission on April 3, 2023 (the Annual Report).
(c) The description of the Registrants Class A common stock, which is contained in a registration statement on Form 8-A filed on June 21, 2021 (File No. 001-40528) 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, including Exhibit 4.2 to the Annual Report.
(d) 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 New York, New York, on this 3rd day of April, 2023.
SPRINKLR, INC. | ||
By: | /s/ Ragy Thomas | |
Name: | Ragy Thomas | |
Title: | Founder, Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and Ragy Thomas, Manish Sarin and Jacob Scott, 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Ragy Thomas Ragy Thomas |
Founder, Chairman and Chief Executive Officer (Principal Executive Officer) |
April 3, 2023 | ||
/s/ Manish Sarin Manish Sarin |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 3, 2023 | ||
/s/ Neeraj Agrawal Neeraj Agrawal |
Director |
April 3, 2023 | ||
/s/ John Chambers John Chambers |
Director |
April 3, 2023 | ||
/s/ Edwin Gillis Edwin Gillis |
Director |
April 3, 2023 | ||
/s/ Kevin Haverty Kevin Haverty |
Director |
April 3, 2023 | ||
/s/ Yvette Kanouff Yvette Kanouff |
Director |
April 3, 2023 | ||
/s/ Eileen Schloss Eileen Schloss |
Director |
April 3, 2023 | ||
/s/ Tarim Wasim Tarim Wasim |
Director |
April 3, 2023 |
Exhibit 5.1
Jaime L. Chase
+1 202 728 7096
jchase@cooley.com
April 3, 2023
Sprinklr, Inc.
29 West 35th Street, 7th Floor
New York, NY 10001
Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Sprinklr, 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 (the Commission) covering the offering of up to 15,776,389 shares (the Shares) of the Companys Class A common stock, par value $0.00003 per share (Common Stock) consisting of (a) 13,146,991 shares of Common Stock issuable pursuant to the Companys 2021 Equity Incentive Plan (the 2021 EIP) and (b) 2,629,398 shares of Common Stock issuable pursuant to the Companys 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the Plans).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Companys certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other 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 thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company 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 the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We 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 Securities Act of 1933, as amened, or the rules and regulations of the Commission thereunder.
COOLEY 1299 PENNSYLVANIA AVENUE, NW SUITE 700 WASHINGTON, DC 20004-2400
T: (202) 842-7800 F: (202) 842-7899 COOLEY.COM
Sprinklr, Inc.
April 3, 2023
Page Two
Sincerely, | ||
COOLEY LLP | ||
By: |
/s/ Jaime Chase | |
Jaime L. Chase |
COOLEY 1299 PENNSYLVANIA AVENUE, NW SUITE 700 WASHINGTON, DC 20004-2400
T: (202) 842-7800 F: (202) 842-7899 COOLEY.COM
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated April 3, 2023, with respect to the consolidated financial statements of Sprinklr, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
New York, New York
April 3, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
Sprinklr, Inc.
Table 1 Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to be Paid | Equity | Class A Common Stock, par value $0.00003 per share, 2021 Equity Incentive Plan | Other(2) | 13,146,991(4) | $10.57 | $138,963,695 | .00011020 | $15,314 | ||||||||
Equity | Class A Common Stock, par value $0.00003 per share, 2021 Employee Stock Purchase Plan | Other(3) | 2,629,398(5) | $8.99 | $23,638,289 | .00011020 | $2,605 | |||||||||
Fees Previously Paid |
| | | | | | | | ||||||||
Total Offering Amounts | | $162,601,984 | | $17,919 | ||||||||||||
Total Fees Previously Paid | | | | | ||||||||||||
Total Fee Offsets | | | | | ||||||||||||
Net Fee Due | | | | $17,919 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants Class A common stock that become issuable under the Registrants 2021 Equity Incentive Plan (the 2021 Plan) and 2021 Employee Stock Purchase Plan (the 2021 ESPP) 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 Registrants Class A common stock. |
(2) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrants Class A common stock as reported on the New York Stock Exchange on March 28, 2023. |
(3) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrants Class A common stock as reported on the New York Stock Exchange on March 28, 2023, multiplied by 85.0%, which is the percentage of the price per share applicable to purchases under the Registrants 2021 ESPP. |
(4) | Represents an automatic annual increase equal to 5.0% of the total number of shares of the Registrants Class A common stock and Class B common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrants 2021 Plan. |
(5) | Represents an automatic increase equal to 1.0% of the total number of shares of the Registrants Class A common stock and Class B common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP. |