S-8

As filed with the Securities and Exchange Commission on March 14, 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

monday.com Ltd.

(Exact name of Registrant as specified in its charter)

State of Israel	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6 Yitzhak Sadeh St. Tel Aviv-Yafo, Israel	6777506
(Address of Principal Executive Offices)	(Zip Code)

monday.com Ltd. 2021 Share Incentive Plan

monday.com Ltd. 2021 Employee Share Purchase Plan

(Full Title of the Plan)

monday.com Inc. 111 E 18^th St.
New York, New York, 10003 (718) 303-1869

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

Copies to:

Joshua G. Kiernan
Julia A. Thompson Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 Tel: (202) 637-2200 Fax: (202) 637-2201 Shachar Hadar
Efrat Ziv
Matthew Rudolph Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100

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

Pursuant to General Instruction E of Form S-8, monday.com Ltd. (the “Registrant,” “we” or “our”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register (i) 2,386,893 additional ordinary shares, no par value (“Ordinary Shares”), of the Registrant reserved for issuance under the monday.com Ltd. 2021 Share Incentive Plan (the “2021 Plan”) resulting from an automatic annual increase as of January 1, 2023 and (ii) 593,196 additional Ordinary Shares reserved for issuance under the monday.com Ltd. 2021 Employee Share Purchase Plan (the “ESPP”) resulting from an automatic annual increase as of January 1, 2023. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the SEC on June 10, 2021 (File No. 333-256964) and March 16, 2022 (File No. 333-263614).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents filed or to be filed with the SEC:

(a) The  Registrant’s Annual Report on Form 20-F, filed by the Registrant with the SEC on March 14, 2023; and

(b) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40461), filed by the Registrant with the SEC on June 7, 2021, including any amendments or reports filed for the purpose of updating such description.

All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain Reports on Form 6-K furnished by the Registrant to the SEC (which indicate that they are incorporated herein by reference) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits.

Exhibit Number	Exhibit
3.1	Amended and Restated Articles of Association of the Registrant (1)
5.1*	Opinion of Meitar | Law Offices as to the legality of the Registrant’s Ordinary Shares
23.1*	Consent of Brightman Almagor Zohar & Co., Certified Public Accountant (Isr.), a firm in the Deloitte Global Network
23.2*	Consent of Meitar | Law Offices (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
99.1	2021 Share Incentive Plan (2)
99.2	2021 Employee Share Purchase Plan (3)
107*	Filing Fee Table

(1) Previously filed as Exhibit 3.2 to the Registrant’s Amendment No. 1 of the Registration Statement on Form F-1 (File No. 333-256182), filed with the SEC on June 1, 2021, as amended, and incorporated herein by reference.

(2) Previously filed as Exhibit 10.4 to the Registrant’s Amendment No. 1 of the Registration Statement on Form F-1 (File No. 333-256182), filed with the SEC on June 1, 2021, as amended, and incorporated herein by reference.

(3) Previously filed as Exhibit 10.5 to the Registrant’s Amendment No. 1 of the Registration Statement on Form F-1 (File No. 333-256182), filed with the SEC on June 1, 2021, as amended, and incorporated herein by reference.

* 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 Tel Aviv, Israel, on this 14th day of March, 2023.

MONDAY.COM LTD.
By:	/s/ Roy Mann
	Name: Roy Mann
	Title: Co-Chief Executive Officer
By:	/s/ Eran Zinman
	Name: Eran Zinman
	Title: Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Roy Mann, Eran Zinman and Eliran Glazer and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her 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 all other 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 in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their 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 date indicated.

NAME	POSITION	DATE
/s/ Roy Mann	Co-Founder, Director and Co-Chief Executive Officer (Principal Executive Officer)	March 14, 2023
Roy Mann
/s/ Eran Zinman	Co-Founder, Director and Co-Chief Executive Officer (Principal Executive Officer)	March 14, 2023
Eran Zinman
/s/ Eliran Glazer	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 14, 2023
Eliran Glazer
/s/ Avishai Abrahami	Director	March 14, 2023
Avishai Abrahami
/s/ Aviad Eyal	Director	March 14, 2023
Aviad Eyal
/s/ Jeff Horing	Director	March 14, 2023
Jeff Horing

/s/ Gili Iohan	Director	March 14, 2023
Gili Iohan
/s/ Ronen Faier	Director	March 14, 2023
Ronen Faier

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of monday.com Ltd. has signed this registration statement on March 14, 2023.

monday.com Inc.
By:	/s/ Eran Zinman
Name:	Eran Zinman
Title:	Director

EX-5.1

Exhibit 5.1

 

March 14, 2023

monday.com Ltd.
6 Yitzhak Sadeh St.
Tel Aviv-Yafo, 6777506
Israel

RE: Registration on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel to monday.com Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about March 14, 2023 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i) 2,386,893 additional ordinary shares, no par value (“Ordinary Shares”), of the Company reserved for issuance under the monday.com Ltd. 2021 Share Incentive Plan (the “2021 Plan”) resulting from an automatic annual increase as of January 1, 2023 and (ii) 593,196 additional Ordinary Shares reserved for issuance under the monday.com Ltd. 2021 Employee Share Purchase Plan (the “ESPP” and collectively the “Plans”) resulting from an automatic annual increase as of January 1, 2023.

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) amended and restated articles of association (the “Articles”), (ii) the Plans, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the respective Plan, pursuant to agreements with respect to the respective Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the respective Plan, 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 this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Meitar Law Offices

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 14, 2023, relating to the consolidated financial statements of monday.com Ltd. and the effectiveness of monday.com Ltd.’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of monday.com Ltd. for the year ended December 31, 2022.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Firm in the Deloitte Global Network

Tel Aviv, Israel

March 14, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

monday.com Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1: 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	Ordinary shares, no par value per share, reserved for issuance pursuant to the 2021 Share Incentive Plan (the “2021 Plan”)(3)	Other	2,386,893	$146.19	$348,939,887.67	0.00011020	$38,453.18
Equity	Ordinary shares, no par value per share, reserved for future issuance under the 2021 Employee Share Purchase Plan (the “ESPP”)(4)	Other	593,196	$146.19	$86,719,323.24	0.00011020	$9,556.47
Total Offering Amounts							$48,009.65
Total Fee Offsets							—
Net Fee Due							$48,009.65

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares, no par value (“Ordinary Shares”) of monday.com Ltd. (the “Registrant”) that become issuable under the 2021 Plan and the ESPP by reason of any share dividend, share split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding Ordinary Shares.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of the Registrant’s Ordinary Shares as reported on the Nasdaq Global Select Market on March 7, 2023.
(3)	Represents the additional Ordinary Shares reserved for issuance under the 2021 Plan resulting from an automatic annual increase as of January 1, 2023.
(4)	Represents the additional Ordinary Shares reserved for issuance under the ESPP resulting from an automatic annual increase as of January 1, 2023.