SPHR Sphere Entertainment Co

As filed with the Securities and Exchange Commission on December 8, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

Under

The Securities Act of 1933

SPHERE ENTERTAINMENT CO.

(Exact name of registrant as specified in its charter)

Two Pennsylvania Plaza

New York, New York 10121

(Address of principal executive offices, including zip code)

2020 Employee Stock Plan, as amended

2020 Stock Plan for Non-Employee Directors, as amended

(Full title of each plan)

Gregory Brunner

Senior Vice President, Controller and

Principal Accounting Officer

Two Pennsylvania Plaza

New York, New York 10121

(Name and address of agent for service)

(725) 258-0001

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

With a copy to:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

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.

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 is filed by Sphere Entertainment Co., a Delaware corporation (the “Registrant”), to register an additional 4,000,000 shares of the Registrant’s Class A Common Stock, issuable under the Registrant’s 2020 Employee Stock Plan, as amended, and an additional 250,000 shares of the Registrant’s Class A Common Stock, issuable under the Registrant’s 2020 Stock Plan for Non-Employee Directors, as amended (collectively, the “Plans”). The Board of Directors of the Registrant approved the Plans on September 27, 2023, and on December 8, 2023, the Plans were approved by the Registrant’s stockholders at the Registrant’s annual meeting.

In accordance with General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 registering 3,150,000 shares of Class A Common Stock issuable under the Plans and previously filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2020 (File No. 333-237718), the Registrant’s Registration Statement on Form S-8 registering an additional 1,117,188 shares of Class A Common Stock under the Plans and previously filed with the SEC on July 9, 2021 (File No. 333-257817) and the Registrant’s Registration Statement on Form S-8 registering an additional 1,600,000 shares of Class A Common Stock under the Plans and previously filed with the SEC on December 6, 2022 (File No. 333-268682), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant are incorporated herein by reference (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities 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 to be a part hereof from the date of filing of such documents (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).

ITEM 8. EXHIBITS.

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 this Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 8^th day of December, 2023.

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 date indicated. Each person whose signature appears below hereby authorizes Gregory Brunner and Mark C. Cresitello to file one or more amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as any of them deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints Gregory Brunner and Mark C. Cresitello as Attorney-in-Fact to execute his or her name and on his or her behalf to file any such Amendments to this Registration Statement.

		Exhibit 5

December 8, 2023

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: SPHERE ENTERTAINMENT CO.

REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

I am Secretary of Sphere Entertainment Co., a Delaware corporation (the “Corporation”), and, in such capacity, have acted as counsel to the Corporation in connection with the Corporation’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the registration of an aggregate of 4,250,000 shares of the Corporation’s Class A Common Stock, $0.01 par value per share (the “Shares”), issuable pursuant to the Corporation’s 2020 Employee Stock Plan, as amended, and 2020 Stock Plan for Non-Employee Directors, as amended (the “Plans”).

In that capacity, I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purpose of this opinion. Upon the basis of such examination, I advise you that in my opinion, when the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), the terms of the sale of the Shares have been duly established in conformity with the Corporation’s Amended and Restated Certificate of Incorporation, and the Shares have been duly issued and sold as contemplated by the Registration Statement and in accordance with the Plans, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

SPHERE ENTERTAINMENT CO.

TWO PENNSYLVANIA PLAZA, NEW YORK, NY 10121

TEL (725) 258-0001 I WWW.SPHEREENTERTAINMENTCO.COM

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 22, 2023, relating to the financial statements of Sphere Entertainment Co. and the effectiveness of Sphere Entertainment Co.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Sphere Entertainment Co. for the year ended June 30, 2023.

December 8, 2023

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 18, 2023, relating to the financial statements of Madison Square Garden Entertainment Corp., appearing in the Annual Report on Form 10-K of Sphere Entertainment Co. for the year ended June 30, 2023.

December 8, 2023

Exhibit 107

CALCULATION OF FILING FEE

Form S-8

(Form type)

Sphere Entertainment Co.

(Exact Name of Registrant as Specified in its Charter)

Table I: Newly Registered Securities