S-8

As filed with the U.S. Securities and Exchange Commission on March 12, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MeridianLink, Inc.

(Exact name of registrant as specified in its charter)

Delaware	82-4844620
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3560 Hyland Avenue, Suite 200

Costa Mesa, CA 92626

(714) 708-6950

(Address of Principal Executive Offices)

2021 Stock Option and Incentive Plan

2021 Employee Stock Purchase Plan

(Full title of the plans)

Nicolaas Vlok

Chief Executive Officer

MeridianLink, Inc.

3560 Hyland Avenue, Suite 200

Costa Mesa, CA 92626

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

Copies to:

Bradley C. Weber Joseph C. Theis, Jr. Natalie T. Martirossian Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 Kayla Dailey General Counsel and Secretary MeridianLink, Inc. 3560 Hyland Avenue, Suite 200 Costa Mesa, CA 92626

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 registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-258206) of the Registrant is effective. Pursuant to General Instruction E, the information contained in the Registrant’s registration statement on Form S-8 (File No. 333-258206) is hereby incorporated by reference and made a part of this Registration Statement, except as presented below in Part II, Item 8. Exhibits.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed on September 7, 2021).
4.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-1 filed on April 30, 2021).
4.3	Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1 filed on April 30, 2021).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of BDO USA, P.C.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page hereto).
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 Costa Mesa, State of California, on March 12, 2024.

MeridianLink, Inc.
By:	/s/ Nicolaas Vlok
	Nicolaas Vlok
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicolaas Vlok, Sean Blitchok, and Kayla Dailey, and each of them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nicolaas Vlok	Chief Executive Officer and Director (Principal Executive Officer)	March 12, 2024
Nicolaas Vlok
/s/ Sean Blitchok	Chief Financial Officer (Principal Financial and Accounting Officer)	March 12, 2024
Sean Blitchok
/s/ Edward H. McDermott	Chair of the Board of Directors	March 12, 2024
Edward H. McDermott
/s/ Cody Cowan	Director	March 12, 2024
Cody Cowan
/s/ Timothy Nguyen	Director	March 12, 2024
Timothy Nguyen
/s/ Reema Poddar	Director	March 12, 2024
Reema Poddar
/s/ A.J. Rohde	Director	March 12, 2024
A.J. Rohde
/s/ Mark Sachleben	Director	March 12, 2024
Mark Sachleben
/s/ Duston Williams	Director	March 12, 2024
Duston Williams
/s/ Yael Zheng	Director	March 12, 2024
Yael Zheng

EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8 

(Form Type)

MeridianLink, Inc.

(Exact name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share, 2021 Stock Option and Incentive Plan	Rule 457(c) and Rule 457(h)	3,922,133	$18.14	$71,147,492.62	0.0001476	$10,501.37
Equity	Common Stock, $0.001 par value per share, 2021 Employee Stock Purchase Plan	Rule 457(c) and Rule 457(h)	784,427	$15.42	$12,095,864.34	0.0001476	$1,785.35
Total Offering Amounts					$83,243,356.96		$12,286.72
Total Fees Previously Paid							—
Total Fee Offsets							—
Net Fee Due							$12,286.72

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), which become issuable under the under the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

The price per share and aggregate offering price are calculated on the basis of (i) $18.14 per share for the shares reserved for future issuance under the 2021 Stock Option and Incentive Plan, which is the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 11, 2024, and (ii) $15.42 per share for the shares reserved for future issuance under the 2021 Employee Stock Purchase Plan, which is the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 11, 2024, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 Employee Stock Purchase Plan. These amounts are set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act.

EX-5.1

Goodwin Procter LLP 601 Marshall St. Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100

    Exhibit 5.1

March 12, 2024

MeridianLink, Inc.

3560 Hyland Avenue, Suite 200

Costa Mesa, CA 92626

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,706,560 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of MeridianLink, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

MeridianLink, Inc.

Costa Mesa, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 2024, relating to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ BDO USA, P.C.

Costa Mesa, California

March 12, 2024