Flywire Corp — Regulatory Filings 2021

May 26, 2021

S-1MEF 1 d469729ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on May 25, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

FLYWIRE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	7372	27-0690799
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

141 Tremont St #10

Boston, MA 02111

(617) 329-4524

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael Massaro

Chief Executive Officer

Flywire Corporation

141 Tremont St #10

Boston, MA 02111

(617) 329-4524

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David D. Gammell Jeffrey R. Vetter Jay K. Hachigian Keith J. Scherer Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP One Marina Park Drive, Suite 900 Boston, MA 02210 (617) 648-9100 Peter Butterfield General Counsel & Chief Compliance Officer Flywire Corporation 141 Tremont St #10 Boston, MA 02111 (617) 329-4524 John J. Egan III Joseph C. Theis, Jr. Jared J. Fine Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (Registration No. 333- 255706)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 Securities Exchange Act of 1934, as amended.

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. ☐

CALCULATION OF REGISTRATION FEE

| Title of each class of securities to be registered | Amount to be registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed maximum aggregate offering
price(1)(2) | Amount of registration fee |
| --- | --- | --- | --- | --- |
| Voting common stock, $0.0001 par value per share | 2,001,000 | $24.00 | $48,024,000 | $5,239.42 |

(1) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (Registration No. 333- 255706), is hereby being registered. Represents only the additional number of shares being registered and includes 261,000 additional shares the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (Registration No. 333- 255706).

(2) Calculated in accordance with Rule 457(a) promulgated under the Securities Act of 1933, as amended, based on the initial public offering price.

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Flywire Corporation (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-255706) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on May 3, 2021 , and subsequently amended on May 18, 2021 , and which the Commission declared effective on May 25, 2021.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of voting common stock, par value $0.0001 per share, offered by the Registrant by 2,001,000 shares, 261,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s voting common stock. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

Exhibit	Description
5.1	Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2	Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1)
23.3	Consent of Kost Forer Gabbay & Kasierer, independent auditors
24.1+	Power of Attorney

• Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-255706) filed on May 3, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on the 25th day of May, 2021.

FLYWIRE CORPORATION
By:	/s/ Michael Massaro
	Michael Massaro Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Massaro Michael Massaro	Chief Executive Officer and Director (Principal Executive
Officer)	May 25, 2021
/s/ Michael Ellis Michael Ellis	Chief Financial
Officer (Principal Financial and Accounting Officer)	May 25, 2021
* Phillip Riese	Chairman of the Board of Directors	May 25, 2021
* Jo Natauri	Director	May 25, 2021
* Alex Finkelstein	Director	May 25, 2021
* Matt Harris	Director	May 25, 2021
* Edwin Santos	Director	May 25, 2021

*By:
Michael Massaro
Attorney-in-fact