FTAC Hera Acquisition S1/A IPO registration (amended)

As filed with the U.S. Securities and Exchange Commission on February 19, 2021

Registration No. 333-252605

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FTAC Hera Acquisition Corp.
(Exact name of registrant as specified in its charter)

Cayman Islands		6770		98-1579435
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Telephone: (215) 701-9555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel G. Cohen
c/o FTAC Hera Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Telephone: (215) 701-9555
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark E. Rosenstein, Esq.
Derick Kauffman, Esq.
Ledgewood, PC
2001 Market Street, Suite 3400
Philadelphia, PA 19103
(215) 731-9450

Richard D. Truesdell, Jr.
Derek J. Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one fourth of one redeemable warrant⁽²⁾		86,250,000	$	10.00	$	862,500,000	$	94,099
Class A ordinary shares included as part of the units⁽³⁾⁽⁴⁾		86,250,000		—		—		—
Redeemable warrants included as part of the units⁽³⁾⁽⁴⁾		21,562,500		—		—		—
Total					$	862,500,000	$	94,099	⁽⁵⁾

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 11,250,000 units, consisting of 11,250,000 Class A ordinary shares and 2,812,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This amendment is being filed solely to file certain exhibits to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Legal fees and expenses	$	325,000
Accounting fees and expenses		45,000
SEC/FINRA Expenses		223,974
Travel and road show		20,000
NASDAQ listing and filing fees		75,000
Director and Officer liability insurance premiums⁽¹⁾		500,000
Printing and engraving expenses		40,000
Miscellaneous expenses		271,026
Total offering expenses	$	1,500,000

(1)

This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

In January 2021, our sponsor paid certain offering costs that aggregated to $25,000 in exchange for 22,012,500 founder shares, which approximates $0.001 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Upon consummation of our initial business combination, our sponsor will transfer 3,600,000 shares of Class B common stock to Millennium Management LLC for the same price originally paid for such shares.

The Company’s sponsor and Millennium, a qualified institutional buyer (together with its affiliates), have committed that they will purchase an aggregate of 1,800,000 placement units. The Company will receive an aggregate of $18,000,000 from these sales of placement units and founder shares. The foregoing purchases will take place on a private placement basis simultaneously with the consummation of the initial public offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits. The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

(b)

Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

(a)

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(4)

For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 19th day of February, 2021.

	FTAC Hera Acquisition Corp.

	By:	/s/ Daniel G. Cohen
		Name: Daniel G. Cohen
		Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Daniel G. Cohen	President and Chief Executive Officer	February 19, 2021
Daniel G. Cohen	(Principal Executive Officer)
*	Chief Financial Officer	February 19, 2021
Douglas Listman	(Principal Financial Officer and Principal Accounting Officer)
*	Chairman	February 19, 2021
Betsy Z. Cohen

*By:	/s/ Daniel G. Cohen
Name:	Daniel G. Cohen, Attorney-in-fact

Authorized Representative in the United States:

	/s/ Daniel G. Cohen
Name:	Daniel G. Cohen
Title:	President and Chief Executive Officer
Date:	February 19, 2021

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EXHIBIT INDEX

Exhibit No.		Description
1.1		Form of Underwriting Agreement.**
3.1		Memorandum and Articles of Association.*
3.2		Form of Amended and Restated Memorandum and Articles of Association.**
4.1		Specimen Unit Certificate.**
4.2		Specimen Class A Ordinary Share Certificate.**
4.3		Specimen Warrant Certificate (included on Exhibit 4.4).**
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
5.1		Opinion of Maples and Calder, Cayman Islands legal counsel to the Registrant.**
5.2		Opinion of Ledgewood, PC, counsel to the Registrant.**
10.1		Promissory Note, dated as of January 22, 2021 issued to FTAC Hera Sponsor, LLC*
10.2		Form of Letter Agreement among the Registrant and the Registrant’s securityholders named therein, and the officers and directors of the Registrant.**
10.3		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
10.4		Form of Registration Rights Agreement between the Registrant and certain security holders.**
10.5		Securities Subscription Agreement, dated January 22, 2021, between the Registrant and FTAC Hera Sponsor, LLC.*
10.6		Placement Unit Subscription Agreement between the Registrant and FTAC Hera Sponsor, LLC.**
10.7		Form of Indemnity Agreement.**
10.8		Form of Administrative Services Agreement, by and between the Registrant and FTAC Hera Sponsor, LLC.**
10.9		Form of Purchase Agreement with Millennium Management LLC**
14		Form of Code of Ethics.**
23.1		Consent of WithumSmith+Brown, PC.*
23.2		Consent of Maples and Calder (included on Exhibit 5.1).**
23.3		Consent of Ledgewood, PC (included on Exhibit 5.2).**
24		Power of Attorney (included on signature page of this Registration Statement).*
99.1		Form of Audit Committee Charter.**
99.2		Form of Compensation Committee Charter.**
99.3		Consent of Jewelle Bickford*
99.4		Consent of Brittain Ezzes*
99.5		Consent of Leah Popowich*
99.6		Consent of Mei-Mei Tuan*
99.7		Consent of Jan Rock Zubrow*

Previously filed.

Filed herewith.

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FTAC Hera Acquisition (HERA) S-1/AIPO registration (amended)