S-8

As filed with the Securities and Exchange Commission on June 17, 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

ALITHYA GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Québec, Canada	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Alithya Group inc.
1100, Robert-Bourassa Boulevard, Suite 400
Montréal, Québec, Canada H3B 3A5
(Address of Principal Executive Offices, including Zip Code)

Alithya Group inc. Long Term Incentive Plan
Alithya Group inc. Share Purchase Plan

(Full title of the plans)

CT Corporation System

28, Liberty Street

New York, New York 10005
(212) 590-9200

(Name, Address and Telephone Number, of Agent for Service)

Copy to:

Paul Raymond
President and Chief Executive Officer
Alithya Group inc.
1100, Robert-Bourassa Boulevard, Suite 400
Montréal, Québec, Canada H3B 3A5 Nathalie Forcier
Chief Legal Officer and Corporate Secretary
Alithya Group inc.
1100, Robert-Bourassa Boulevard, Suite 400
Montréal, Québec, Canada H3B 3A5

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

This Registration Statement (the “Registration Statement”) on Form S-8 is being filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering the offer, issuance and sale of an additional (i) 4,704,767Class A subordinate voting shares, no par value ("Class A subordinate shares") of Alithya Group inc. (the “Registrant”) to certain officers, directors and employees of the Registrant and/or its subsidiaries under the Registrant’s Long Term Incentive Plan (as it may be amended from time to time, the “LTIP”), and (ii) 5,757,619 Class A subordinate shares to eligible employees of the Registrant and/or its subsidiaries under the Registrant’s Share Purchase Plan (as it may be amended from time to time, the "SPP," and together with the LTIP, collectively, the "Plans"), for which a registration statement of the Company on Form S-8 (File No. 333-228487) (the “Prior Form S-8”) is effective. Pursuant to General Instruction E of Form S-8, the contents of the Prior Form S-8, which covers offers, issuances and sales of (i) Class A subordinate shares under the LTIP, and (ii) Class A subordinate shares under the SPP, are incorporated herein by reference, and made a part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto. The Class A subordinate shares covered by this Registration Statement are available for issuance as a result of automatic increases under the Plans.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference the following documents (or portions thereof) that the Registrant has filed with or furnished to the Commission:

(a)       The Registrant’s Annual Report on Form 40-F for the year ended March 31, 2022, filed with the Commission on June 17, 2022 (File No. 001-38705); and

(b)      The description of the Class A subordinate shares contained in the prospectus included in the Registrant’s registration statement on Form F-4 originally filed with the Commission on September 12, 2018, as amended (File No.  333-227310), which description is incorporated by reference into the Registrant’s registration statement on Form 8-A (File No. 001-38705), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 16, 2018, including any amendment or report filed for the purpose of updating that description.

All other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any 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.

Number	Exhibit
3.1	Articles of incorporation of Alithya Group inc. (incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished to the Commission on November 2, 2018).
4.1	By-laws of Alithya Group inc. (incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on November 2, 2018).
5.1*	Opinion of Osler, Hoskin & Harcourt LLP.
23.1*	Consent of Osler, Hoskin & Harcourt LLP (included as part of Exhibit 5.1).
23.2*	Consent of KPMG LLP.
23.3*	Consent of Raymond Chabot Grant Thornton LLP.
24.1*	Power of Attorney (included on the signature page of this Registration Statement).
99.1	Alithya Group inc. Long Term Incentive Plan (incorporated by reference to Exhibit 4.4 of Alithya Group inc.'s Registration Statement on Form S-8 filed with the Commission on November 20, 2018).
99.2	Alithya Group inc. Share Purchase Plan (incorporated by reference to Exhibit 4.5 of Alithya Group inc.'s Registration Statement on Form S-8 filed with the Commission on November 20, 2018).
107*	Filing Fee Table.
*	Filed herewith.

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 the City of Montreal, Province of Quebec, Canada, on the 17th day of June, 2022.

ALITHYA GROUP INC.

(registrant)

/s/ Paul Raymond

Name: Paul Raymond

Title: President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Paul Raymond and Claude Thibault, and each of them, his or her true and lawful attorney-in-fact and agent, each acting alone, 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 (unless revoked in writing), to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to such attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing appropriate or 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 substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated, on the 17th day of June, 2022.

Signature	Title
/s/ Paul Raymond	President, Chief Executive Officer and Director (Principal Executive Officer)
Paul Raymond
/s/ Claude Thibault	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Claude Thibault
/s/ Pierre Turcotte	Chair of the Board of Directors
Pierre Turcotte
/s/ Dana Ungar (Ades-Landy)	Director
Dana Ungar (Ades-Landy)
/s/ Robert Comeau	Director
Robert Comeau
/s/ Melissa Gilbert	Director
Melissa Gilbert
/s/ Lucie Martel	Director
Lucie Martel

/s/ Pierre Karl Péladeau	Director
Pierre Karl Péladeau
/s/ James Renacci	Director
James Renacci
/s/ Ghyslain Rivard	Director
Ghyslain Rivard
/s/ C. Lee Thomas	Director
C. Lee Thomas

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of the Registrant in the United States, on the 17th day of June, 2022.

ALITHYA USA, INC.

(Authorized U.S. Representative)

/s/ Paul Raymond

Name: Paul Raymond

Title: Authorized Signatory

EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Class A subordinate shares, no par value	10,462,386(3)	$2.40	$25,109,726.40	$2,327.67

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover such indeterminate number of additional class A subordinate voting shares, no par value (“class A subordinate voting shares”), of Alithya Group inc., which may be offered and issued to prevent dilution resulting from adjustments as a result of share dividends, share splits, reverse share splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the class A subordinate voting shares as reported by the Nasdaq Stock Market LLC on June 13, 2022.

(3) Represents (i) 4,704,767 class A subordinate voting shares available for issuance pursuant to the Alithya Group inc. Long Term Incentive Plan and (ii) 5,757,619 class A subordinate voting shares that may be purchased by the plan administrator from the secondary market for the account of eligible participants under the Alithya Group inc. Share Purchase Plan, in each case pursuant to automatic increases under such plans.

EX-5.1

Osler, Hoskin & Harcourt LLP 620 8th Avenue – 36th Floor New York, N.Y. 10018 212.867.5800 MAIN 212.867.5802 FACSIMILE

Exhibit 5.1

June 17, 2022

Alithya Group inc.1100, Robert-Bourassa Boulevard, Suite 400Montréal, Québec, Canada H3B 3A5

Dear Sirs/Mesdames:

Registration Statement on Form S-8

We have acted as Canadian counsel to Alithya Group inc. (the “Corporation”), a corporation governed by the Business Corporations Act (Quebec), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Corporation on or about June 17, 2022 with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, relating to the offering by the Corporation of up to 4,704,767 Class A subordinate voting shares of the Corporation (the "Shares") pursuant to the Alithya Group inc. Long Term Incentive Plan (the "Plan").

We have examined (a) the Registration Statement and (b) the Plan. We have also examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary or relevant for the purposes of this opinion.

In giving this opinion, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Corporation and upon certified copies of the resolutions of the board of directors of the Corporation dated November 1, 2018, June 9, 2021, and June 16, 2022.

We are qualified to practice law in the Province of Quebec and this opinion is rendered solely with respect to the Province of Quebec and the federal laws of Canada applicable therein.

On the basis of the foregoing, we are of the opinion that when the Shares shall have been issued as contemplated in the Plan and in accordance with the Registration Statement, including the receipt by the Corporation of the consideration therefor, the Shares will be validly issued, fully paid and non-assessable.

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 included in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours very truly,

/s/ Osler, Hoskin & Harcourt LLP

Osler, Hoskin & Harcourt LLP

EX-23.2

Exhibit 23.2

KPMG LLP

Tour KPMG, Suite 1500

600 de Maisonneuve Blvd. West

Montréal (Québec) H3A 0A3

Tel. 514-840-2100

Fax 514-840-2187

www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated June 16, 2022 on the consolidated financial statements of Alithya Group inc. (the “Entity”) which comprise the consolidated statements of financial position as of March 31, 2022, the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the year ended March 31, 2022, and the related notes, incorporated by reference in this Registration Statement on Form S-8.

June 17, 2022

Montréal, Canada

© 2022 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

EX-23.3

Exhibit 23.3

Raymond Chabot

Grant Thornton LLP

Suite 2000

National Bank Tower

600 De La Gauchetière Street West

Montréal, Quebec

H3B 4L8

Consent of Independent Registered    T 514-878-2691

Public Accounting Firm

We have issued our report dated June 9, 2021, with respect to the consolidated financial statements of Alithya Group inc. (the “Company”) for the year ended March 31, 2021, included as an Exhibit to the Annual Report of the Company on Form 40-F for the year ended March 31, 2022, which is incorporated by reference in this Registration Statement on Form S-8.

We hereby consent to the incorporation by reference of said report in this Registration Statement on FormS-8.

Montréal, Canada

June 17, 2022

Member of Grant Thornton International Ltd rcgt.com