As filed with the Securities and Exchange Commission on March 7, 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

Semrush Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware84-4053265
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
800 Boylston Street
Suite 2475
Boston, Massachusetts		02199
(Address of Principal Executive Offices)(Zip Code)

Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan
(Full title of the plan)

Oleg Shchegolev
Chief Executive Officer
Semrush Holdings, Inc.
800 Boylston Street, Suite 2475
Boston, MA 02199
(800) 851-9959
(Name, address, and telephone number, including area code, of agent for service)
Copies to:



Kenneth J. Gordon, Esq.
Jared J. Fine, Esq.
Aaron Berman, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, Massachusetts 02210
(617) 570-1000
David Mason
General Counsel
Semrush Holdings, Inc.
800 Boylston Street, Suite 2475
Boston, MA 02199
(800) 851-9959
 _____________________________________________________________________________________
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.  



Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Plan of Semrush Holdings, Inc. (the “Registrant”), is being filed for the purpose of registering 7,205,560 additional shares of the Class A common stock of the Registrant, as a result of the operation of an automatic annual increase provision therein. The additional shares are of the same class as the securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except for “Item 8. Exhibits” and except to the extent supplemented or amended or superseded by the information set forth herein, this Registration Statement incorporates by reference the information contained in the Registration Statements on Form S-8, File No. 333-254724 and File No. 333-270575, filed by the Registrant with the Securities and Exchange Commission on March 25, 2021 and March 15, 2022, respectively.
















PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration on Form S-8, which Exhibit Index is 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 the City of Boston, Commonwealth of Massachusetts, on this 7th day of March, 2024.

SEMRUSH HOLDINGS, INC.
  
By/s/ David Mason
 David Mason
 Secretary and General Counsel




SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Semrush Holdings, Inc., hereby severally constitute and appoint Oleg Shchegolev, Eugene Levin, and David Mason, and each of them singly (with full power to each of them to act alone), as our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Semrush Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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 dates indicated.

SignatureTitleDate
/s/ Oleg Shchegolev
Chief Executive Officer and Director
(Principal Executive Officer)
March 7, 2024
Oleg Shchegolev
/s/ Brian MulroyChief Financial Officer
(Principal Financial and Accounting Officer)		March 7, 2024
Brian Mulroy
/s/ Steven AldrichDirectorMarch 7, 2024
Steven Aldrich
/s/ Anna BairdDirectorMarch 7, 2024
Anna Baird
/s/ Dmitry MelnikovDirectorMarch 7, 2024
Dmitry Melnikov
/s/ Dylan PearceDirectorMarch 7, 2024
Dylan Pearce
/s/ Trynka Shineman BlakeDirectorMarch 7, 2024
Trynka Shineman Blake
/s/ William WagnerDirectorMarch 7, 2024
William Wagner
/s/ Mark VraneshDirectorMarch 7, 2024
Mark Vranesh

Exhibit 107

Calculation of Filing Fee Tables
Form S-8
(Form Type)
Semrush Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1) (3)Proposed Maximum Offering Price Per Share (2)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A Common Stock, $0.00001 par value per share457(c) and (h)7,205,560 $10.54$75,946,602 $0.0001476 $11,209.72 
Total Offering Amounts$75,946,602 $11,209.72 
Total Fee Offsets— 
Net Fee Due$11,209.72 
(1)In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), that may from time to time be offered or issued under the Registrant’s 2021 Stock Option and Incentive Plan to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions that increase the number of outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Registrant’s 2021 Stock Option and Incentive Plan.
(2)The proposed maximum offering price per unit of $10.54 is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and is based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 5, 2024.
(3)Represents 7,205,560 additional shares of Class A Common Stock available for issuance under the Registrant’s 2021 Stock Option and Incentive Plan, as a result of an automatic annual increase provision therein, effective as of January 1, 2024. Shares available for issuance under the 2021 Stock Option and Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 25, 2021, File No. 333-254724 and March 15, 2022, File No. 333-270575.

Exhibit 5.1
March 7, 2024
Semrush Holdings, Inc.
800 Boylston Street, Suite 2475
Boston, MA 02199


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 7,205,560 shares (the “Class A Shares”) of Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), of Semrush Holdings, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions 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 Class A Common Stock available for issuance by the Company to be less than the number of then unissued Class A Shares.

Based on the foregoing, we are of the opinion that the Class A Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, 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


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan of our report dated March 7, 2024, with respect to the consolidated financial statements of Semrush Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts
March 7, 2024

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