ARYBU ARYA Sciences Acquisition Corporation II

As filed with the Securities and Exchange Commission on March 1, 2022

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan

Cerevel Therapeutics Holdings, Inc. Amended and Restated 2020 Employee Stock Purchase Plan

(Full title of the plans)

N. Anthony Coles, M.D.

Chief Executive Officer

Cerevel Therapeutics Holdings, Inc.

222 Jacobs Street, Suite 200

Cambridge, MA 02141

(Name and address of agent for service)

(844) 304-2048

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

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.  ☐

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

The number of shares of common stock, par value $0.0001 per share, or the common stock, of Cerevel Therapeutics Holdings, Inc., or the Registrant, available for grant and issuance under the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan, or the 2020 Plan, is subject to an annual increase on January 1 of each year equal to (i) four percent (4%) of the number of shares of the Registrant’s common stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser amount as determined by the Registrant’s board of directors.

The number of shares of the Registrant’s common stock available for grant and issuance under the Cerevel Therapeutics Holdings, Inc. Amended and Restated 2020 Employee Stock Purchase Plan, or the 2020 ESPP, is subject to an annual increase on January 1 of each year equal to (i) one percent (1%) of the number of shares of the Registrant’s common stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser amount as determined by the Registrant’s board of directors.

On January 1, 2022, the number of shares of common stock available for grant and issuance under the 2020 Plan and the 2020 ESPP increased by 5,908,780 shares and 1,477,195 shares, respectively. Such additional shares have become reserved for issuance pursuant to the “evergreen” provisions of the 2020 Plan and the 2020 ESPP described above.

This registration statement on Form S-8, or this Registration Statement, registers the 5,908,780 additional shares and the 1,477,195 additional shares that have been reserved for issuance pursuant to the “evergreen” provisions of the 2020 Plan and the 2020 ESPP, respectively.

In accordance with General Instruction E to Form S-8, the contents of the registration statement on Form S-8 (File No. 333-251881) filed by the Registrant with the Securities and Exchange Commission, or the Commission, on January 4, 2021, are hereby incorporated by reference, except for “Item 8. Exhibits.”