S-8 1 forms-82023evergreen.htm S-8 Document


As filed with the Securities and Exchange Commission on March 21, 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
 
 
Brilliant Earth Group, Inc.
(Exact name of Registrant as specified in its charter)
 
 
 
   
Delaware 87-1015499
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)

300 Grant Avenue, Third Floor
San Francisco, California 94108
(800) 691-0952
(Address of principal executive offices) (Zip code)

Brilliant Earth Group, Inc. 2021 Incentive Award Plan
Brilliant Earth Group, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
 
 
Alex Grab, Esq.
General Counsel
Brilliant Earth Group, Inc.
300 Grant Avenue, Third Floor
San Francisco, California 94108
(800) 691-0952
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Tad J. Freese
Jenna B. Cooper
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10022
Telephone: (212) 906-1200
Fax: (212) 751-4864 


 
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. ☐

 




EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 674,800 shares of Brilliant Earth Group, Inc.’s (the “Registrant”) Class A common stock, par value $0.0001 per share, that became available for issuable pursuant to the following employee benefit plans for which a registration statement of the Company on Form S-8 (File No. 333-259736) is effective: (i) the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and (ii) the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-259736), filed with the Securities and Exchange Commission (the “Commission”), relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

Item 8.Exhibits
Exhibit
Number
 

Description
  
  4.1
  4.2 
  5.1* 
23.1* 
23.2* 
24.1* 
99.1
107.1*
*Filed herewith.
image_0.jpg


































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 San Francisco, State of California, on March 21, 2023.
                                    BRILLIANT EARTH GROUP, INC.
                                    

    By: /s/ Jeffrey Kuo                  
     Jeffrey Kuo
Chief Financial Officer


POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Beth Gerstein and Jeffrey Kuo, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to all intents and purposes as he 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.
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/ Beth Gerstein  
Chief Executive Officer and Director
(Principal Executive Officer)
 
March 21, 2023
Beth Gerstein   
/s/ Jeffrey Kuo  
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
March 21, 2023
Jeffrey Kuo   
/s/ Eric Grossberg  Executive Chairman 
March 21, 2023
Eric Grossberg   
/s/ Ian M. Bickley  Director 
March 21, 2023
Ian M. Bickley   
/s/ Jennifer N. Harris  Director 
March 21, 2023
Jennifer N. Harris   
/s/ Attica A. Jaques  Director 
March 21, 2023
Attica A. Jaques   
/s/ Beth E. Kaplan  Director 
March 21, 2023
Beth E. Kaplan   
/s/ Gavin M. Turner  Director 
March 21, 2023
Gavin M. Turner