As filed with the Securities and Exchange Commission on March 30, 2026

Registration No. 333-   

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM S-8

Registration Statement

Under the Securities Act of 1933

 

 

 

Coronado Global Resources Inc.
(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of incorporation or organization)
83-1780608
(IRS Employer Identification No.)
   
Level 33, Central Plaza One, 345 Queen Street
Brisbane, Queensland, Australia
(Address of principal executive offices)
4000
(Zip Code)

 

Coronado Global Resources Inc. 2018 Equity Incentive Plan
(Full title of the plan)

 

Philip Peacock
Chief Legal Officer
Coronado Global Resources Inc.
100 Bill Baker Way
Beckley, West Virginia 25801
(Name and address of agent for service)

 

(681) 207-7263
(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 ¨  Accelerated filer x

Non-accelerated filer

¨  Smaller reporting company x
    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

 

Coronado Global Resources Inc., or the Registrant, hereby files this Registration Statement on Form S-8 to register an additional 9,000,000 shares of Common Stock under the Coronado Global Resources Inc. 2018 Equity Incentive Plan, or the Employee Plan, for which previously filed registration statements on Form S-8 relating to the Employee Plan are effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-236597), the Registration Statement on Form S-8 (Registration No. 333-249566) and the Registration Statement on Form S-8 (Registration No. 333-281775), including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

 

PART II.

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents by Reference.

 

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, or the Exchange Act. The following documents, filed with the Securities and Exchange Commission, or the Commission, are incorporated by reference into this Registration Statement:

 

(a)            the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 3, 2026;

 

(b)            the Registrant’s Current Reports on Form 8-K, filed with the Commission on February 23, 2026 (Item 5.02 only), March 2, 2026 and March 30, 2026; and

 

(c)            the description of the Registrant’s common stock set forth in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, which updated the description thereof set forth in Amendment No. 2 to the Registrant’s Registration Statement on Form 10/A filed with the Commission on June 28, 2019, and all subsequently filed amendments and reports updating that description.

 

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. The Registrant will not, however, incorporate by reference in this Registration Statement any documents or portions thereof that are not deemed “filed” with the Commission, including any information furnished pursuant to Item 2.02 or Item 7.01 of the Registrant’s current reports on Form 8-K unless, and except to the extent, specified in such current reports. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

 

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Item 8.Exhibits.

 

Exhibit
Number

 

Exhibit Description

4.1   Amended and Restated Certificate of Incorporation of Coronado Global Resources Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed April 29, 2019)
     
4.2   Amended and Restated By-Laws of Coronado Global Resources Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 filed April 29, 2019)
     
4.3   Stockholders Agreement, dated as of September 24, 2018, by and among  Coronado Global Resources Inc., Coronado Coal LLC and other affiliated entities (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 filed April 29, 2019)
     
4.4   Registration Rights and Sell-Down Agreement, dated as of September 24, 2018, by and among  Coronado Global Resources Inc., Coronado Coal LLC and other affiliated entities (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form 10 filed April 29, 2019)
     
4.5   Coronado Global Resources Inc. 2018 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Definitive Proxy Statement filed on April 13, 2023)
     
5.1   Opinion of Jones Day
     
23.1   Consent of Ernst & Young
     
23.2   Consent of Jones Day (included in Exhibit 5.1)
     
23.3   Consent of Barry Lay
     
23.4   Consent of Daniel Millers
     
23.5   Consent of Claire McGahan
     
23.6   Consent of Marshall Miller & Associates, Inc.
     
24.1   Power of Attorney (included on signature page hereto)
     
107.1   Filing Fee Table

 

 -3-

 

 

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 Beckley, State of West Virginia, on March 30, 2026.

 

  CORONADO GLOBAL RESOURCES INC.

 

  By: /s/ Douglas G. Thompson
    Douglas G. Thompson
    Chief Executive Officer

 

POWER OF ATTORNEY

 

Know all men by these presents, that each of the undersigned directors and officers of the Registrant hereby constitutes and appoints each of Douglas G. Thompson, Garold Spindler, Barend J. van der Merwe and Philip Peacock with full power of substitution and resubstitution, as the true and lawful attorney-in-fact or attorneys-in-fact of the undersigned to sign this Registration Statement and any or all amendments, including post-effective amendments to this Registration Statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 and all other documents in connection therewith to be filed 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 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 attorneys-in-fact as agents or any of them, 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 dates indicated.

 

Name   Title   Date
         
/s/ Douglas G. Thompson   Managing Director and Chief Executive Officer   March 30, 2026
Douglas G. Thompson   (Principal Executive Officer)    
         
/s/ Barend J. van der Merwe   Chief Financial Officer   March 30, 2026
Barend J. van der Merwe   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Garold Spindler   Executive Chair, Director   March 30, 2026
Garold Spindler        
         
/s/ Aimee R. Allen   Director   March 30, 2026
Aimee R. Allen        
         
/s/ Philip Christensen   Director   March 30, 2026
Philip Christensen        
         
/s/ Greg Pritchard   Director   March 30, 2026
Greg Pritchard        
         
/s/ Laura Tyson   Director   March 30, 2026
Laura Tyson        
         
/s/ Jan C. Wilson   Director   March 30, 2026
Jan C. Wilson        

 

 -4-

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.1

EXHIBIT 23.3

EXHIBIT 23.4

EXHIBIT 23.5

EXHIBIT 23.6

EX-FILING FEES

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