[S-8] Virtu Financial, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Breeze Holdings Acquisition Corp. (BRZH) disclosed the results of its 26 June 2025 Special Meeting of Stockholders via Form 8-K.

Voting participation: 3,179,582 shares (93.2 % of the 3,412,103 shares eligible) were represented. All three proposals passed with overwhelming support (≈99.97 % votes in favor for Proposals 1 & 2).

Key approvals

• Proposal 1: Amended the company’s certificate of incorporation to allow the Board to extend the SPAC deadline monthly, up to 26 September 2025.
• Proposal 2: Amended the Investment Management Trust Agreement to implement the extension terms.
• Proposal 3: Gave the Board discretionary authority to adjourn the meeting if additional proxy solicitation was required.

Redemptions & capital position: 47,690 public shares were redeemed. Post-meeting share count is 3,364,413, of which only 224,413 are public shares. Approximately $2.75 million remains in the trust account.

Forward timeline & liquidation language: If no business combination closes by 26 September 2025 (or a subsequent stockholder-approved extension), the SPAC will wind up, redeem remaining public shares for the trust balance (net of up to $100k dissolution costs) and liquidate.

An executed Seventh Amendment to the Amended and Restated Certificate of Incorporation was filed with the State of Delaware and is attached as Exhibit 3.1.

Positive

• Over 93 % shareholder participation and ≈99.97 % approval on key proposals signal strong investor support for management’s extension plan.
• Limited redemptions (47,690 shares) relative to shares outstanding indicate a majority of public holders opted to keep exposure to a potential future business combination.

Negative

• Trust account reduced to approximately $2.75 million, significantly limiting cash available for a future merger and increasing reliance on external financing.
• Further delay to business combination extends uncertainty for investors and heightens risk of eventual liquidation if no deal is completed by 26 September 2025.

Insights

Financial Analyst

TL;DR: Stockholders approved a 15-month deadline extension; trust shrinks to $2.75 m—keeps SPAC alive but limits deal size.

The near-unanimous approval (≈99.97 %) reflects shareholder willingness to give management additional time, yet the redemption of public shares and dwindling trust balance reduce deal flexibility. With only $2.75 m in trust and 224k public shares outstanding, Breeze must secure external financing or a target willing to accept substantial rollover equity. The extension avoids an immediate liquidation but shifts focus to management’s ability to source a value-accretive transaction before 26 September 2025. From a valuation view, upside remains tied to a timely merger announcement; downside risk is capped by the trust value but that cushion is narrowing.

SPAC Industry Specialist

TL;DR: Extension buys time, but redemptions leave minimal cash—execution risk elevated.

High voter turnout and minimal dissent are positives, yet the small remaining trust underscores market fatigue. Many PIPE investors view sub-$3 m trusts as challenging: listing compliance, working-capital needs, and post-merger float can all be constrained. Unless Breeze arranges a sizable PIPE or structured financing, any target will likely be micro-cap. The liquidation backstop of roughly $12.25 per public share (assuming $2.75 m ÷ 224,413) sets a valuation floor, but liquidity is thin. Net effect: operational runway is preserved, but economic firepower is limited—impact neutral to slightly negative.

As filed with the Securities and Exchange Commission on June 27, 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

Virtu Financial, Inc.

(Exact name of Registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	32-0420206 (I.R.S. Employer Identification No.)
1633 Broadway New York, NY (Address of Principal Executive Offices)	10019 (Zip Code)

Virtu Financial, Inc. Second Amended and Restated 2015 Management Incentive Plan

(Full title of the plan)

Douglas A. Cifu

Chief Executive Officer

1633 Broadway

New York, NY 10019

(Name and address of agent for service)

(212) 418-0100

(Telephone number, including area code, of agent of service)

With copies to:

John C. Kennedy, Esq.

David A.P. Marshall, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000 (Telephone)

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

Virtu Financial, Inc. (the “Company”) has prepared this Registration Statement in accordance with the requirements of General Instruction E (Registration of Additional Securities) on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 7,500,000 shares of its Class A common stock, par value $0.00001 per share, which is referred to as the Class A Common Stock, that are reserved for issuance upon exercise of options granted or in respect of awards to be granted under the Virtu Financial, Inc. Second Amended and Restated 2015 Management Incentive Plan. The contents of the Registration Statements on Form S-8 (Registration Nos. 333-203478, 333-219110, 333-248537 and 333-266473), filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2015, June 30, 2017, September 1, 2020 and August 2, 2022, respectively, and Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-248537), filed with the Commission on November 6, 2020, are hereby incorporated by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:

• The description of the Class A Common Stock set forth in the Company’s Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on June 12, 2025, and any amendment or report filed for the purpose of updating any such description;

• The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 21, 2025;

• The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on April 29, 2025;

• The Company’s Current Reports on Form 8-K filed with the Commission on February 28, 2025, May 29, 2025 (Item 3.01 only) and June 3, 2025; and

• The portions of the Definitive Proxy Statement on Schedule 14A for the 2025 annual meeting of stockholders filed with the Commission on April 23, 2025, that are incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2024.

In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof 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 herein and made a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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 such 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.

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of Virtu Financial, Inc. (incorporated by reference from Exhibit 3.1 of Virtu Financial, Inc.’s Quarterly Report on Form 10-Q filed on July 28, 2023).
4.2		Amended and Restated By-laws of Virtu Financial, Inc. (incorporated by reference from Exhibit 3.2 of Virtu Financial, Inc.'s Quarterly Report on Form 10-Q filed on May 29, 2015).
4.3		Virtu Financial, Inc. Second Amended and Restated 2015 Management Incentive Plan (incorporated by reference from Annex A to Virtu Financial, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2025).
4.4		Form of Restricted Stock Unit and Common Stock Award Agreement (incorporated by reference from Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on February 25, 2021).
5.1*		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to legality of the Class A Common Stock.
23.1*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.3*		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney (included on signature pages of this Registration Statement)
107*		Filing Fee Table.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, Virtu Financial, Inc. 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 New York, State of New York, on June 27, 2025.

	VIRTU FINANCIAL, INC.
	By:	/s/ Douglas A. Cifu
		Name:	Douglas A. Cifu
		Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Douglas A. Cifu, Cindy Lee, Joseph A. Molluso and Brett Fairclough, acting singly, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed on June 27, 2025, by the following persons in the capacities indicated.

Signature		Title
/s/ Douglas A. Cifu		Chief Executive Officer (Principal
Douglas A. Cifu		Executive Officer) and Director
/s/ Cindy Lee		Chief Financial Officer (Principal
Cindy Lee		Financial and Accounting Officer)
/s/ Michael T. Viola		Chairman of the Board of Directors
Michael T. Viola
/s/ Vincent Viola		Chairman Emeritus and Director
Vincent Viola
/s/ William F. Cruger, Jr.		Director
William F. Cruger, Jr.

/s/ Virginia Gambale		Director
Virginia Gambale
/s/ Joseph J. Grano, Jr.		Director
Joseph J. Grano, Jr.
/s/ Joanne M. Minieri		Director
Joanne M. Minieri
/s/ John D. Nixon		Director
John D. Nixon
/s/ Christopher C. Quick		Director
Christopher C. Quick
/s/ David Urban		Director
David Urban

FAQ

What did Breeze Holdings Acquisition Corp. (BRZH) shareholders approve on 26 June 2025?

Shareholders approved amendments to extend the merger deadline monthly up to 26 September 2025 and to revise the trust agreement accordingly.

How many BRZH shares were redeemed at the Special Meeting?

47,690 shares were redeemed, leaving 3,364,413 shares outstanding.

What is the current balance of Breeze Holdings' trust account?

Approximately $2.75 million remains on deposit after the redemptions.

What happens if BRZH fails to close a business combination by 26 September 2025?

The SPAC will wind up, redeem all public shares for the trust balance (minus up to $100k dissolution costs), and liquidate.

How many public shares of BRZH remain outstanding after the redemptions?

224,413 public shares remain outstanding.