S-8

As filed with the Securities and Exchange Commission on May 24, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________________________

Core Laboratories Inc.

(Exact name of registrant as specified in its charter)

Delaware	98-1164194
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

6316 Windfern Road,
Houston, Texas 77040(713) 328-2673

(Address of Principal Executive Offices)

Core Laboratories Inc. 2024 Long Term Incentive Plan

(as amended and restated effective as of May 8, 2024)

(Full titles of the plans)

Mark D. Tattoli

Senior Vice President, Secretary and General Counsel

Core Laboratories Inc.

6316 Windfern Road

Houston, Texas 77040

(713) 328-2673

(Name and address of agent for service)

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

Core Laboratories Inc. (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 1,100,000 shares of Common Stock that may be issued to employees under our employee equity incentive plan that will come from a combination of treasury shares and the issuance of new shares, as necessary, under the Plan. The additional 1,100,000 shares were approved by the Registrant’s shareholders at its 2024 annual shareholder meeting in connection with the amendment and restatement of the Plan, which was previously filed by Core Laboratories N.V., the predecessor issuer to the Registrant, and titled the “Core Laboratories N.V. 2020 Long-Term Incentive Plan.” Except as otherwise set forth below, the contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were previously filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2020 (File No. 333-248137), May 8, 2019 (File No. 333-231277) and November 20, 2001 (File No. 333-73774), and the post-effective Amendment No. 1 to Form S-8 filed with the Commission on May 2, 2023 (File Nos. 333-248137, 333-231277 and 333-73774) are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The Registrant will provide all participants in the Plan with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428 of the Securities Act, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed as part of this Amendment:

Item Number		Description
4.1	Core Laboratories Inc. Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41695) filed with the Commission on May 1, 2023).
4.2	Core Laboratories Inc. Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41695) filed with the Commission on May 1, 2023).
4.3	Core Laboratories Inc. 2024 Long Term Incentive Plan (as amended and restated effective as of May 8, 2024)(incorporated by reference to the Core Laboratories Inc. Proxy Statement filed with the Commission on March 19, 2024)(File No. 001-41695).
5.1*	Opinion of Vinson & Elkins LLP as to the legality of the securities being registered.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Vinson & Elkins LLP (included in Exhibit 5.1).
24.1*	Powers of Attorney (included on the signature page herein).
107.1*	Filing Fee Table.

* Filed herewith

SIGNATURES

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 Houston, Texas, on May 24, 2024.

CORE LABORATORIES INC.
By:	/s/ Christopher S. Hill
	Name:   Christopher S. Hill
	Title:    Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark D. Tattoli as his or her true and lawful attorney-in-fact and agent, with full power of substitution for him and in his 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 all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

[Signatures on Next Page.]

Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on May 24, 2024.

Name	Position
/s/ Lawrence Bruno Lawrence Bruno	Chief Executive Officer, President, Chief Operating Officer and Chairman (Principal Executive Officer)
/s/ Christopher S. Hill Christopher S. Hill	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Sow Hang Teo Sow Hang Teo	Chief Accounting Officer (Principal Accounting Officer)
/s/ Martha Z. Carnes Martha Z. Carnes	Director
/s/ Harvey Klingensmith Harvey Klingensmith	Director
/s/ Kwaku Temeng Kwaku Temeng	Director
/s/ Katherine A. Murray Katherine A. Murray	Director
/s/ Michael Straughen Michael Straughen	Director
/s/ Curtis Anastasio	Director
Curtis Anastasio

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act the undersigned, a duly authorized representative of the Registrant in the United States, has signed the Registration Statement in the City of Houston, State of Texas, on May 24, 2024.

CORE LABORATORIES INC.
By:	/s/ Mark D. Tattoli
	Name:   Mark D. Tattoli
	Title:    Senior Vice President, Secretary and General Counsel

EX-5.1

Exhibit 5.1

May 24, 2024

Core Laboratories, Inc.

6316 Windfern Road

Houston, Texas 77040

Ladies and Gentlemen:

We have acted as counsel for Core Laboratories Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to an aggregate of 1,100,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on May 24, 2024, which Shares may be issued from time to time in accordance with the terms of the Core Laboratories Inc. 2024 Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington 845 Texas Avenue, Suite 4700
Houston, Texas 77002 Tel  +1.713.758.2222 Fax +1.713.758.2346 velaw.com

  Core Laboratories, Inc.     STYLEREF "Date" \* MERGEFORMAT May 24, 2024 Page 2

are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated of February 14, 2024, with respect to the consolidated financial statements of Core Laboratories Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas

May 24, 2024

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

Registration Statement Under

The Securities Act Of 1933

(Form Type)

Core Laboratories Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule (3)	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	1,100,000	$18.20	$20,020,000	$147.60 per $1,000,000	$2,954.96
Total Offering Amounts					$20,020,000		$2,954.96
Total Fee Offsets							—
Net Fee Due							$2,954.96

(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached (the “Registration Statement”) registers 1,100,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of Core Laboratories Inc., a Delaware corporation, that may be delivered with respect to awards under the Core Laboratories Inc. 2024 Long Term Incentive Plan effective as of May 8, 2024 (as amended from time to time, the “Plan”), which Common Stock consists of shares reserved and available for delivery with respect to awards under the Plan and additional shares that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan.

(3) The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock covered by this Registration Statement have been estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of a share of Common Stock as reported on the New York Stock Exchange on May 20, 2024 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $18.20.