As filed with the United States Securities and Exchange Commission on March 18, 2021.
No. 333-252910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post Holdings Partnering Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 6770 | | 86-1759669 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
2503 S. Hanley Road
St. Louis, Missouri 63144
(314) 644-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert V. Vitale
President and Chief Investment Officer
2503 S. Hanley Road
St. Louis, Missouri 63144
(314) 644-7600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
| Christian Nagler | | Derek Dostal |
| Wayne Williams | | Deanna Kirkpatrick |
| Kirkland & Ellis LLP | | Davis Polk & Wardwell LLP |
| 601 Lexington Avenue | | 450 Lexington Avenue |
| New York, New York 10022 | | New York, New York 10017 |
| Tel: (212) 446-4800 | | Tel: (212) 450-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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 registered 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. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Each Class of Securities to be Registered | | Amount to be Registered | | Proposed Maximum Offering Price Per Unit | | Proposed Maximum Aggregate Offering Price (1)(2) | | Amount of Registration Fee |
Units, each consisting of one share of Series A common stock, $0.0001 par value, and one-fifth of one redeemable warrant(2) | | 46,000,000 Units | | $10.00 | | $460,000,000 | | $50,186 |
Shares of Series A common stock included as part of the Units(3) | | 46,000,000 Shares | | — | | — | | —(4) |
Redeemable warrants included as part of the Units(3) | | 9,200,000 Warrants | | — | | — | | —(4) |
Total | | | | | | $460,000,000 | | $50,186(5) |
|
|
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 6,000,000 Units, consisting of 6,000,000 shares of Series A common stock and 1,200,000 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 stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
