PROSPECTUS
Common Stock
Preferred Stock
Debt
Securities
Warrants
We may, from time to time in one
or more offerings, offer to sell common stock, preferred stock, debt securities or warrants. We refer to our common stock, preferred stock, debt securities and warrants collectively as the securities. The securities we may offer may be
convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separate classes, series and in amounts, at prices and on terms that will be determined at the time the securities are
offered.
In addition, from time to time, the selling securityholders to be named in a prospectus supplement may offer our securities. We will not receive
any of the proceeds from the sale of securities by the selling securityholders.
This prospectus describes some of the general terms that may apply to
these securities. Each time securities are sold, the specific terms and amounts of the securities to be offered, and any other information relating to the specific offering and, if applicable, the selling securityholders, will be set forth in a
supplement to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in any of the securities. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus
supplement.
We or any selling securityholder may offer and sell these securities to or through one or more underwriters, dealers and agents, directly to
purchasers, or through other means, on a continuous or delayed basis. If any underwriters are involved in the sale of any securities offered by this prospectus and any prospectus supplement, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or may be calculable from the information set forth, in the accompanying prospectus supplement.
We have two classes of common stock, voting common stock and non-voting common stock. The rights of the holders of
voting common stock and non-voting common stock are identical, except for voting and conversion rights. Each share of voting common stock is entitled to one vote and is not convertible into another class or
series of our securities. Non-voting common stock is not entitled to vote, except as required by law, and automatically converts without the payment of additional consideration into voting common stock upon
transfer by holders of non-voting common stock in certain circumstances. As such, only holders of voting common stock are entitled to vote on the election of members of our board of directors. Unless otherwise
noted or unless the context provides otherwise, all references in this prospectus to our common stock refers to our voting common stock.
Our
common stock, $0.0001 par value per share, is listed on The Nasdaq Global Select Market under the symbol FLYW.
Investing in our securities
involves risks.
See the section of this prospectus captioned Risk Factors beginning on page 4, in any applicable prospectus supplement
and in our Securities and Exchange Commission (SEC) filings that are incorporated by reference herein.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 9, 2023.