As filed with the Securities and Exchange Commission on July 23, 2026

Registration No. 333-             

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

EXPRO LTD

(Exact name of registrant as specified in its charter)

 

Cayman Islands
(State or Other Jurisdiction of Incorporation or
Organization)

98-1929155

(I.R.S. Employer Identification No.)

 

1311 Broadfield Blvd., Suite 400

Houston, TX 77084

(Address of Principal Executive Offices, Zip Code)

 

Restricted Stock Unit Inducement Awards

(Full title of the plan)

 

John McAlister

General Counsel

Expro Ltd

1311 Broadfield Blvd., Suite 400

Houston, TX 77084

(713) 463-9776

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

 

Copy to:

Tull R. Florey 

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, Texas 77002

(346) 718-6600

 

 

 

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 filed by Expro Ltd (the “Registrant”) for the purpose of registering 200,715 ordinary shares of the Registrant, par value $0.0001 per share (“Ordinary Shares”), issuable pursuant to stand-alone inducement restricted stock units granted on July 23, 2026 to employees of the Registrant’s newly acquired subsidiary, Enhanced Well Technologies Group AS (“Enhanced Drilling”), as inducement awards for employment with the Registrant pursuant to NYSE Rule 303A.08 in connection with their commencement of employment with the Registrant upon the consummation of the Registrant’s acquisition of Enhanced Drilling on July 23, 2026.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information

 

The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statements or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statements pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

 

Item 3. Incorporation of Certain Documents by Reference

 

The following documents, which have previously been filed by the Registrant with the SEC pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

 

(a)The Registrant’s prospectus filed with the SEC on April 21, 2026, pursuant to Rule 424(b) under the Securities Act, relating to the Registrant’s Registration Statement on Form S-4, initially filed with the SEC on April 1, 2026 (File No. 333-294836), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

 

(b)Expro Group Holdings N.V.’s (the Registrant’s predecessor, the “Predecessor”) Annual Report on Form 10-K for the fiscal year ended December 31, 2026 filed with the SEC on February 19, 2026;

 

(c)The Predecessor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 5, 2026;

 

(d)The Predecessor’s Current Reports on Form 8-K filed with the SEC on May 5, 2026, May 14, 2026, and June 15, 2026;

 

(e)The Registrant’s Current Reports on Form 8-K filed with the SEC on July 13, 2026; and

 

(f)the description of the Ordinary Shares contained in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K12B filed with the SEC on July 13, 2026, including all amendments or reports filed for the purpose of updating such description.

 

In addition, all documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered under such Registration Statement have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in such Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, the Registration Statements.

 

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Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statements to the extent that a statement contained herein or therein 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statements.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

  

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The amended and restated memorandum and articles of association of the Registrant (the “A&R M&A”) provides that, to the fullest extent permitted by law, the Registrant shall indemnify each existing or former director (including alternate director), secretary and other officer of the Registrant (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(a)            all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of the existing or former director’s (including alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and

 

(b)            without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Registrant or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

 

No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of their own dishonesty, willful default or fraud.

 

To the extent permitted by the Companies Act (Revised) of the Cayman Islands, the Registrant may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or officer of the Registrant in respect of any matter identified pursuant to the foregoing provisions on condition that the director (including alternate director), secretary or officer must repay the amount paid by the Registrant to the extent that it is ultimately found not liable to indemnify the director (including alternate director), secretary or officer for those legal costs.

 

The Predecessor entered into individual indemnification agreements with each of its directors and executive officers, which were succeeded to by the Registrant. The agreements provide, to the fullest extent permitted by the Registrant’s charter and applicable law, that the Registrant will indemnify the directors and executive officers against any and all liabilities, claims, judgments, fines, penalties, interest and expenses, including attorneys’ fees, incurred in connection with any expected, threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative, involving a director or an executive officer by reason of his or her position as director or officer.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

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Item 8. Exhibits.

 

Exhibit
 No.
  Exhibit Description
4.1   Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12B filed with the SEC on July 13, 2026).  
5.1*   Opinion of Ogier (Cayman) LLP.
23.1*   Consent of Ogier (Cayman) LLP (included in Exhibit 5.1).
23.2*   Consent of Deloitte & Touche LLP.
24.1*   Power of Attorney (included on the signature page hereto).
99.1*   Form of Inducement Award Restricted Stock Unit Agreement.
107*   Filing Fee Table.

  

*            Filed herewith

 

Item 9.  Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on July 23, 2026.

 

  expro ltd
     
  By: /s/ Michael Jardon
  Name: Michael Jardon
  Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Michael Jardon, Sergio L. Maiworm Jr., John McAlister and Josh Hancock, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign this Registration Statement and any and all other 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 SEC, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes 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 indicated on the dates indicated.

 

Signature Title Date
     
/s/ Michael Jardon President and Chief Executive Officer and Director July 23, 2026
Michael Jardon (Principal Executive Officer)
     
/s/ Sergio L. Maiworm Jr. Chief Financial Officer July 23, 2026
Sergio L. Maiworm Jr. (Principal Financial Officer)
     
/s/ Michael Bentham Principal Accounting Officer July 23, 2026
Michael Bentham (Principal Accounting Officer)
     
/s/ Robert W. Drummond Chairman of the Board July 23, 2026
Robert W. Drummond
     
/s/ Eitan Arbeter Director July 23, 2026
Eitan Arbeter
     
/s/ Lisa L. Troe Director July 23, 2026
Lisa L. Troe
     
/s/ Brian Truelove Director July 23, 2026
Brian Truelove
     
/s/ Frances M. Vallejo Director July 23, 2026
Frances M. Vallejo
     
/s/ Eileen G. Whelley Director July 23, 2026
Eileen G. Whelley

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.2

EXHIBIT 99.1

EX-FILING FEES

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