EXPLANATORY NOTE
This Registration Statement on Form S-8 (the Registration Statement) is being filed in
order to register 1,500,000 additional shares of common stock, par value $0.0001 per share (Common Stock), of Spok Holdings, Inc. (the Company) that may be issued to participants pursuant to the Amended and Restated Spok
Holdings, Inc. 2020 Equity Incentive Award Plan (the Plan). On July 25, 2023, stockholders of the Company approved an amendment and restatement of the Plan at the Companys 2023 Annual Meeting of Stockholders, which increased
the number of shares of Common Stock available to be issued under the Plan by 1,500,000 shares.
This Registration Statement hereby
incorporates by reference the contents of the Companys Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on July 31, 2020 (File No. 333-240213) to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send or give the documents containing the information specified
in Part I of Form S-8 to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). The Company does not need to
file these documents with the Commission either as a part of the Registration Statement or as prospectuses or prospectus supplements under Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(a) The Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the Commission on February 23, 2023, including portions of the Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 28, 2023, specifically incorporated by reference into the
Annual Report on Form 10-K;
(b) The Companys Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June
30, 2023, filed with the Commission on May
4, 2023 and July 27, 2023, respectively;
(c) The Companys Current Reports on Form 8-K filed with the Commission on February 22,
2023, February
28, 2023, May
3, 2023 and July 26, 2023 (excluding portions of such Current Reports that are furnished under
Items 2.02 or 7.01 of Form
8-K); and
(d) The Companys Registration Statement on Form
8-A filed with the Commission on November 17, 2004, which describes the terms, rights and provisions applicable to the Common Stock, including any amendment or report filed for purposes of updating
such description.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Registration Statement 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 into this Registration Statement and to be 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 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 shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.