As filed with the Securities and Exchange Commission on May 2, 2025

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

NEBIUS GROUP N.V.

(Exact name of Registrant as specified in its charter)

 

The Netherlands   Not Applicable
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification Number)

 

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands

Tel: +31 20-206-6970

(Address of Principal Executive Offices)

 

 

Nebius Group N.V. Amended and Restated Equity Incentive Plan

(Full Title of the Plan)

 

 

ADC Tech, Inc.

10 State Street

Newburyport, MA 01950

United States

Tel: +1 832 998 2216

(Name and Address of Agent for Service)

(Telephone Number, Including Area Code, 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 x   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 (this “Registration Statement”) is being filed by Nebius Group N.V. (the “Registrant”) solely for the purpose of registering an additional 30,000,000 class A ordinary shares of the Registrant, nominal value €0.01 (the “Class A Shares”) to be offered to participants under the Nebius Group N.V. Amended and Restated Equity Incentive Plan (the “Plan”). The Plan was originally adopted at the annual general meeting of the Registrant’s shareholders on May 27, 2016 and was subsequently amended on June 27, 2019 and amended and restated at the annual general meeting on August 14, 2024.

 

The Class A Shares registered hereby are in addition to and of the same class as those on the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 25, 2016 (File No. 333-213317). In accordance with General Instruction E to Form S-8, the contents of such previously filed registration statement on Form S-8 are hereby incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

 

·the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Commission on April 30, 2025; and

 

·the Registrant’s description of its ordinary shares contained in Exhibit 2.1 of the Registrant’s Annual Report on Form 20-F (file no. 001-35173) filed with the Securities and Exchange Commission on April 30, 2025, and including any amendments and reports filed for the purpose of updating such description.

 

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 herein and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

The exhibits to this registration statement are listed in the below Exhibit Index and are incorporated by reference herein.

 

Exhibit Index

 

Exhibit       Incorporated by Reference   Filed
Number   Exhibit Description   Form   Date   Number   Herewith
4.1   Articles of Association of the Registrant, as currently in effect.   20-F   April 30, 2025   1.1    
4.2   Nebius Group N.V. Amended and Restated Equity Incentive Plan   20-F   April 30, 2025   2.2    
5.1   Opinion of DLA Piper Nederland N.V.               x
23.1   Consent of Reanda Audit & Assurance B.V.               x
23.2   Consent of Joint-Stock Company “Technologies of Trust – Audit”               x
23.3   Consent of DLA Piper Nederland N.V (included in Exhibit 5.1).               x
24.1   Power of Attorney (incorporated by reference to the signature page hereto).               x
107   Filing Fee Table               x

 

 

 

 

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 Schiphol, the Netherlands on May 2, 2025.

 

  NEBIUS GROUP N.V.
   
  By: /s/ Arkady Volozh
    Arkady Volozh
    Chief Executive Officer and Executive Director

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Arkady Volozh and Ophir Nave, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorneys-in-fact and agents to act for him or her 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 this registration statement, with all exhibits 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 to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Name   Title   Date
/s/ Arkady Volozh   Chief Executive Officer and Executive Director   May 2, 2025
Arkady Volozh   (Principal Executive Officer)    
         
/s/ Ron Jacobs   Chief Financial Officer   May 2, 2025
Ron Jacobs   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Ophir Nave   Chief Operating Officer and Executive Director   May 2, 2025
Ophir Nave        
         
/s/ John Boynton   Non-Executive Director   May 2, 2025
John Boynton        
         
/s/ Elena Bunina   Non-Executive Director   May 2, 2025
Elena Bunina        
         
/s/ Esther Dyson   Non-Executive Director   May 2, 2025
Esther Dyson        
         
/s/ Kira Radinsky   Non-Executive Director   May 2, 2025
Kira Radinsky        
         
/s/ Rogier Rijnja   Non-Executive Director   May 2, 2025
Rogier Rijnja        
         
/s/ Charles Ryan   Non-Executive Director   May 2, 2025
Charles Ryan        

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below does hereby constitute and appoint Arkady Volozh and Ophir Nave, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 on Form S-8 has been signed below by the undersigned, a duly authorized representative in the United States of Nebius Group N.V., on this 2nd day of May 2025.

 

ADC Tech Inc.  
   
By: /s/ Dmitry Romashev  
Name: Dmitry Romashev  
Title: President  

 

 

 

 

Exhibit 5.1

 
DLA Piper Nederland N.V.
Prinses Amaliaplein 3
1077 XS Amsterdam
P.O. Box 75258
1070 AG Amsterdam
The Netherlands
T+31 20 541 9888
F+31 20 541 9999
W dlapiper.nl
May 2, 2025

 

 Your Ref:
To:  
  Our Ref:

 

Nebius Group N.V.  
Schiphol Boulevard 165  
1118 BG Schiphol  
The Netherlands  

 

Re: legal opinion – Form s-8

 

1.INTRODUCTION

 

1.1We act as legal adviser (advocaat) and (notaris) respectively under Netherlands Law (as defined below) to the Company (as defined below) in connection with the filing of the Registration Statement. This legal opinion is furnished to you in order to be filed with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to the Registration Statement.

 

1.2Capitalised terms used in this legal opinion have the meanings ascribed to such terms in the Annex or this legal opinion. In addition, any capitalised terms not specifically defined in this legal opinion have the meaning ascribed to such terms in the Nebius Group N.V. Amended and Restated Equity Incentive Plan (the "EIP").

 

2.APPLICABLE LAW

 

This legal opinion is limited to Netherlands Law in effect as at the date of this legal opinion and is, together with all terms used in it, to be construed in accordance with Netherlands Law. We do not express any opinions (factual or legal) on any matters not expressly set out in this legal opinion.

 

3.DOCUMENTS AND CONFIRMATIONS FORMING THE BASIS OF THE LEGAL OPINION

 

3.1We have examined (prints of electronic) copies of the following Documents for purposes of the issue of this legal opinion:

 

3.1.1The Registration Statement;

 

3.1.2A copy of the EIP;

 

3.1.3The Company’s deed of incorporation as well as its articles of association, dated or amended, as the case may be on the dates specified in the Excerpt; and

 

3.1.4The Excerpt.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

advocaten
notarissen
belastingadviseurs

 

DLA Piper Nederland N.V. is
registered with the Trade Register
of the Chamber of Commerce
under number 34207878.

 

DLA Piper Nederland N.V. is part
of DLA Piper, a global law firm,
operating through various separate
and distinct legal entities.

 

A list of offices and regulatory
information can be found at
www.dlapiper.com.

 

NL switchboard:
+31 20 541 9888

 

 

 

 

 

Continuation 2

 

3.2In addition, we have received the Confirmations.

 

3.3Our examination has been limited to the literal text of the Documents and we have not had regard to any matters not expressly set out in the Documents.

 

4.ASSUMPTIONS

 

For the purpose of the legal opinions expressed herein, we have assumed:

 

4.1that all copy Documents received by us are (and their content is) correct and complete and conform to the original Documents in all respects;

 

4.2the genuineness and completeness of all signatures on the Documents received by us, such signatures being the signatures of the relevant individuals concerned whereby electronic signatures are assumed to be sufficiently reliable;

 

4.3that the Registration Statement has been or will have been filed with the SEC in the form referred to in this legal opinion;

 

4.4that at the time of the issue of the Registration Shares, the Company's authorised capital was or will be sufficient to allow for the issue;

 

4.5any Registration Shares shall be issued, and any pre-emption rights in connection therewith shall have been excluded, pursuant to resolutions validly passed by the corporate body (orgaan) of the Company duly authorised to do so;

 

4.6that the issue price for the Registration Shares has been or shall have been paid in full in cash and has been or shall have been received by the Company;

 

4.7each party other than the Company has validly entered into or will validly enter into any relevant deed of issue;

 

4.8that, at the point in time of each issue of an Registration Share, the EIP remains in full force and effect without modification and the aggregate of Registration Shares or any rights to acquire such Registration Shares will not exceed the maximum permitted under the EIP;

 

4.9no Registration Shares will be issued to directors (bestuurders) of the Company under the EIP;

 

4.10each grant of a right to acquire Registration Shares has been or will be validly granted, accepted and exercised in accordance with the EIP and each grant of a right to acquire Registration Shares will be valid, binding and enforceable against each party;

 

4.11each Registration Share will have been issued in accordance with the EIP in the form and manner prescribed by the Company's articles of association at the time of issue or otherwise offered, issued and accepted in accordance with all applicable laws (including, for the avoidance of doubt, Netherlands Law);

 

Legal opinion

 

 

 

 

Continuation 3

 

4.12that no acquiror of the Registration Shares is subject to, controlled by or otherwise connected with a person, organisation or country which is subject to United Nations, European Union or Dutch sanctions implemented or effective in The Netherlands under or pursuant to the Sanction Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet economische delicten), the General Customs Act (Algemene Douanewet) or Regulations of the European Union;

 

4.13that any foreign law which may apply with respect to the issue of the Registration Shares does not affect this legal opinion; and

 

4.14that all Confirmations are true and correct.

 

5.LEGAL OPINIONS

 

Based upon a review of the Documents and a consideration of the Confirmations, and subject to the assumptions and qualifications referred to in paragraphs 4 and 6 respectively and any matters not disclosed to us, we are of the following legal opinion:

 

5.1The Company has been incorporated and exists as a legal entity in the form of a public limited liability company (naamloze vennootschap).

 

5.2The Registration Shares have been or will have been validly issued by the Company and are or will be fully-paid and are non-assessable.

 

Without detracting from the generality of paragraph 2 and save as expressly otherwise provided herein, we do not give any legal opinion on tax, (including, for the avoidance of doubt and without detracting from the generality of the aforementioned any real estate transfer tax (overdrachtsbelasting) on which we do not give any opinions) competition or anti-trust, works council, ranking and subordination or in rem matters.

 

6.QUALIFICATIONS

 

The legal opinions that are given in this legal opinion are subject to the following qualifications:

 

6.1The legal opinions may be affected or limited by the provisions of any applicable bankruptcy, suspension of payments or emergency measures, insolvency or pre-insolvency proceedings (including Insolvency Proceedings), rules relating to conflicts of rights between a debtor and its creditors and/or shareholders, or its creditors and/or shareholders amongst each other, intervention measures in relation to financial enterprises or their affiliated entities and other or similar laws of general application now or hereafter in effect.

 

6.2Although, pursuant to the provisions of the 2007 Trade Register Act (Handelsregisterwet 2007) a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of its incorrectness or incompleteness (subject to limited exceptions) an extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. In addition, any relevant confirmations obtained as part of the Confirmations do not provide conclusive evidence that an entity is not subject to Insolvency Proceedings.

 

Legal opinion

 

 

 

 

Continuation 4

 

6.3Although the European Union undertakes every effort to ensure that the EU Sanction List is kept up-to-date, it is not an official publication of the European Union and therefore does not provide conclusive evidence that an entity is not the subject of any sanctions imposed by the European Union.

 

6.4Our opinions expressed herein may be affected by (i) the rules of good faith (redelijkheid en billijkheid), force majeure (niet-toerekenbare tekortkoming) and unforeseen circumstances (onvoorziene omstandigheden), (ii) the general defences available to debtors under Dutch law which include rights to suspend performance (opschortingsrechten), rights of set-off (verrekening), error (dwaling), duress (bedreiging), fraud (bedrog), undue influence (misbruik van omstandigheden) and fraudulent preference (pauliana) and (iii) the rules of decency (goede zeden) and public order (openbare orde).

 

6.5The term “non-assessable” which term has no equivalent in Dutch, means, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of its shareholdership.

 

7.RELIANCE

 

This legal opinion is given for the benefit of and may only be relied upon on the conditions that:

 

7.1No person other than DLA Piper Nederland N.V. may be held liable in connection with this legal opinion.

 

7.2By accepting this legal opinion, the persons who may rely on it agree that they will be bound by the preceding sentences which, for the avoidance of doubt and together with the remaining provisions of this legal opinion, are governed by Netherlands Law.

 

7.3We hereby consent to the filing of this legal opinion in connection with the registration of the Registration Shares with the SEC under the U.S. Securities Act of 1933, as amended and the reference to DLA Piper Nederland N.V. in the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended or the rules and regulations promulgated thereunder.

 

Legal opinion

 

 

 

 

Continuation 5

 

Annex

 

"Company" means Nebius Group N.V. a public limited liability company (naamloze vennootschap) with corporate seat in Amsterdam, having its address at Schiphol Boulevard 165, 1118BG Schiphol, the Netherlands and which is registered with the Chamber of Commerce under number 27265167;

 

"Confirmations" means a:

 

(a)confirmation through www.kvk.nl/actualiteitencheck of the Chamber of Commerce that the relevant parts of the Excerpt that are monitored via this website are complete and up to date;

 

(b)confirmation through www.rechtspraak.nl derived from the segment for the European Union registrations of the Central Insolvency Register that the Company is not registered as being subject to Insolvency Proceedings; and

 

(c)confirmation through https://webgate.ec.europa.eu/fsd/fsf#!/files that the Company is not included on any EU Sanction List;

 

"Documents" means each of the documents referred to in paragraph 3.1 which have been reviewed by us;

 

"EU Sanction List" means each list of persons and entities subjected to economic sanctions imposed by the European Union as published by the European Union Consolidated Financial Sanctions List (derived through https://webgate.ec.europa.eu/fsd/fsf#!/files as at the date of this legal opinion);

 

"Excerpt" means the electronically certified extract from the Trade Register in respect of the Company provided by the Chamber of Commerce and dated on the date of this legal opinion;

 

"Insolvency Proceedings" means any (i) proceedings as defined in Article 2 paragraph 4 of EU Council Regulation (EC) No. 848/2015 of 20 May 2015 on insolvency proceedings as amended by Regulation (EU) 2021/2260 of the European Parliament and of the Council of 15 December 2021 or (ii) preventive restructuring framework as implemented by a relevant member state of the European Union in a local law (pre-)insolvency proceeding as meant in Article 4 paragraph 1 of Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132;

 

"Netherlands" means the European part of the Kingdom of the Netherlands;

 

"Netherlands Law" means the laws of the Netherlands which are directly applicable and as they exist and are interpreted at the date of this legal opinion; and

 

Legal opinion

 

 

 

 

Continuation 6

 

"Registration Shares" means an additional amount of 30,000,000 Class A Ordinary Shares with a nominal value of EUR 0.01 each in the capital of the Company available for issuance under the EIP; and

 

"Registration Statement" means the registration statement in the Form S-8 filed by you with the SEC.

 

Legal opinion

 

 

 

 

Continuation 7

 

Yours faithfully  
   
/s/ Manon Den Boer /s/ Gerald Kneppers
   
MANON DEN BOER Gerard Kneppers
Notary - Partner Advocaat - Partner
DLA Piper Nederland N.V. DLA Piper Nederland N.V.
  
Direct +31 20 541 9871 Direct +31 20 541 9811
   
Manon.denboer@dlapiper.com Gerard.Kneppers@dlapiper.com

 

Legal opinion

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our reports dated April 30, 2025, with respect to the consolidated financial statements of Nebius Group N.V., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ Reanda Audit & Assurance B.V. 
  
Reanda Audit & Assurance B.V. 
  
May 2, 2025 

 

 

 

 

Exhibit 23.2

 

Joint-Stock Company

“Technologies of Trust – Audit”

(“Technologies of Trust – Audit” JSC)

Ferro-Plaza Business Centre,

14/3 Krzhizhanovsky street, bldg. 5/1,

Akademichesky municipal district,

Moscow, Russian Federation, 117218

 

www.tedo.ru T: +7 495 967 60 00

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nebius Group N.V. of our report dated April 26, 2024, except with respect to the matter that alleviated previous substantial doubt about Nebius Group N.V.’s ability to continue as a going concern and except for the effects of discontinued operations and the change in reporting currency discussed in Note 1 and the change in composition of reportable segments discussed in Note 15 to the consolidated financial statements, as to which the date is April 30, 2025, relating to the consolidated financial statements for the years ended December 31, 2022 and 2023, which appear in Nebius Group N.V.’s Annual Report on Form 20-F for the year ended December 31, 2024, which is incorporated by reference in such Registration Statement.

 

/s/ Joint-Stock Company “Technologies of Trust – Audit”

 

Moscow, Russia

May 2, 2025

 

 

 
S-8 S-8 EX-FILING FEES 0001513845 Nebius Group N.V. Fees to be Paid 0001513845 2025-05-01 2025-05-01 0001513845 1 2025-05-01 2025-05-01 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Nebius Group N.V.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A Ordinary Shares, nominal value Euro0.01 457(a) 30,000,000 $ 22.125 $ 663,750,000.00 0.0001531 $ 101,620.13

Total Offering Amounts:

$ 663,750,000.00

$ 101,620.13

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 101,620.13

Offering Note

1

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminate amount of additional class A ordinary shares of the Registrant ("Ordinary Shares") that may be offered and issued as a result of any share split, share dividend or similar transaction. Represents an additional 30,000,000 of the Registrant's class A ordinary shares available for issuance under the Registrant's the Nebius Group N.V. Amended and Restated Equity Incentive Plan. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant's class A ordinary shares as reported on the Nasdaq Global Select Market on April 30, 2025.