Registration No. 333-

As filed with the Securities and Exchange Commission on August 14, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

STRYVE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-1760117
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Post Office Box 864 Frisco, TX 75034 (Address of principal executive offices)	75034 (Zip Code)

Second Amended and Restated Stryve Foods, Inc. 2021 Omnibus Incentive Plan

(Full title of the plan)

Norma Garcia Post Office Box 864 Frisco, TX 75034 Telephone: (972) 987-5130 (Name, address and telephone number, including area code, of agent for service) Copy to: John J. Wolfel, Esq. Chris Babcock, Esq. Foley & Lardner LLP One Independent Drive, Suite 1300 Jacksonville, Florida 32202 (904) 359-2000

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 SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a Registration Statement on this form relating to an employee benefit plan is effective. Pursuant to Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statements previously filed with respect to the Company’s 2021 Omnibus Incentive Plan on Form S-8 (Registration No. 333-259696 and 333-273074).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Commission by Stryve Foods, Inc. (the “Company”) are hereby incorporated herein by reference:

(a)	our annual report on Form 10–K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024.
(b)	our quarterly reports on Form 10–Q for the three months ended March 31, 2024, filed with the SEC on May 14, 2024, and for the three months ended June 30, 2024, filed with the SEC on August 14, 2024.
(c)	our current reports on Form 8–K filed with the SEC on January 12, 2024, January 31, 2024, April 9, 2024, April 12, 2024, May 24, 2024, June 18, 2024 and July 3, 2024.
(d)	our definitive proxy filed with the SEC on April 29, 2024; and.
(e)	the description of the common stock contained in our registration statement on Form 8-A (File No. 001-38785), filed with the SEC on January 23, 2019, pursuant to Section 12 of the Exchange Act, as updated by Exhibit 4.6 of our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed on April 1, 2024.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities 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 filing of such documents.

Item 8. Exhibits.

Exhibit Number	Description
4.1	First Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on July 26, 2021).
4.1.1	First Certificate of Amendment to First Amended and Restated Certificate of Incorporation (Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on July 13, 2023)
4.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on July 26, 2021).
4.3	Stryve Foods, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Definitive Revised Proxy Statement filed on April 29, 2024).
5.1	Opinion of Foley & Lardner LLP.
23.1	Consent of Marcum LLP.
23.2	Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (included on the signature page hereto).
107	Filing Fee Exhibit

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SIGNATURES

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 Plano, Texas, as of the 14th day of August, 2024.

Stryve Foods, Inc.
By:	/s/ Christopher Boever
	Christopher Boever
	Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 14th day of August, 2024. Each person whose signature appears below constitutes and appoints Christopher Boever and Norma Garcia, and each of them individually, his or her true and lawful attorney-in-fact and agent, 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 any additional registration statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933, 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 their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ Christopher Boever	Chief Executive Officer and Director
Christopher Boever	(Principal Executive Officer and Director)
/s/ R. Alex Hawkins	Chief Financial Officer
R. Alex Hawkins	(Principal Accounting and Financial Officer)
/s/ B. Luke Weil
B. Luke Weil	Director
/s/ Kevin Vivian
Kevin Vivian	Director
/s/ Robert Ramsey
Robert Ramsey	Director
/s/ Mauricio Orellana
Mauricio Orellana	Director
/s/ Chris Whitehair
Chris Whitehair	Director
/s/ Gregory S. Christenson
Gregory S. Christenson	Director

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