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As filed with the Securities and Exchange Commission on October 6, 2016

Registration No. 333-213465


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



Avista Healthcare Public Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands
(State or other jurisdiction of
incorporation or organization)

  6770
(Primary Standard Industrial
Classification Code Number)
  N/A
(I.R.S. Employer
Identification Number)

65 East 55th Street
18th Floor
New York, NY 10022
Telephone: (212) 593-6900

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Ben Silbert
General Counsel and Secretary
Avista Healthcare Public Acquisition Corp.
65 East 55th Street
18th Floor
New York, NY 10022
Telephone: (212) 593-6900
Facsimile: (212) 593-6901
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Jennifer A. Bensch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

 

Gregg A. Noel, Esq.
Jonathan Ko, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, CA 94301
(650) 470-4500



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.    o

         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.    o

         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.    o

         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.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

  Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         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

        Avista Healthcare Public Acquisition Corp. is filing this Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-213465) solely for the purpose of filing with the Securities and Exchange Commission a certain exhibit to the Registration Statement. No other changes have been made 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

  $ 450,000  

Accounting fees and expenses

    50,000  

SEC expenses

    34,742  

FINRA expenses

    52,250  

Travel and road show

    20,000  

Directors and officers insurance

    100,000  

NASDAQ listing and filing fees

    75,000  

Printing and engraving expenses

    50,000  

Miscellaneous expenses

    68,008  

Total offering expenses

  $ 900,000  

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, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will 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, willful default or willful neglect. 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.

        On December 14, 2015, Avista Acquisition Corp., our sponsor, purchased an aggregate of 8,625,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.003 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.

        In addition, our initial shareholders have committed, pursuant to a written agreement, to purchase from us an aggregate of 16,000,000 (or 17,800,000 if the underwriters' over-allotment option is exercised in full) private placement warrants at $0.50 per warrant (for an aggregate purchase price of $8,000,000 or $8,900,000 if the underwriters' over-allotment option is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

        No underwriting discounts or commissions were paid with respect to such sales.

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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.

            (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

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    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 Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 6th day of October, 2016.

    Avista Healthcare Public Acquisition Corp.

 

 

By:

 

/s/ JOHN CAFASSO

        Name:   John Cafasso
        Title:   Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities on October 6, 2016.

Name
 
Position

 

 

 

 

 
*

David Burgstahler
  President and Chief Executive Officer, Director (Principal Executive Officer)

/s/ JOHN CAFASSO

John Cafasso

 

Chief Financial Officer (Principal Financial and Accounting Officer)

*

Thompson Dean

 

Executive Chairman

*By:

 

/s/ JOHN CAFASSO

John Cafasso
Attorney-in-fact

 

 

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AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Avista Healthcare Public Acquisition Corp., in the City of New York, State of New York on October 6, 2016.

    By:   /s/ BENJAMIN SILBERT

        Name:   Benjamin Silbert
        Title:   General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.   Description
  1.1   Form of Underwriting Agreement.**

 

3.1

 

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.**

 

4.4

 

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

 

5.1

 

Opinion of Maples and Calder, Cayman Islands counsel to the Registrant.**

 

5.2

 

Opinion of Weil, Gotshal and Manges LLP, counsel to the Registrant.**

 

10.1

 

Amended and Restated Promissory Note, dated September 1, 2016, issued to Avista Acquisition Corp.**

 

10.2

 

Form of Letter Agreement among the Registrant and its officers, directors and Avista Acquisition Corp.**

 

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 December 14, 2015, between the Registrant and Avista Acquisition Corp.**

 

10.6

 

Form of Private Placement Warrants Purchase Agreement.**

 

10.7

 

Form of Indemnity Agreement.**

 

10.8

 

Form of Administrative Services Agreement, by and between the Registrant and Avista Capital Holdings, L.P.**

 

14

 

Form of Code of Ethics.**

 

23.1

 

Consent of Marcum LLP.**

 

23.2

 

Consent of Maples and Calder (included on Exhibit 5.1).**

 

23.3

 

Consent of Weil, Gotshal & Manges LLP (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 Håkan Björklund.**

 

99.4

 

Consent of Charles Harwood.**

 

99.5

 

Consent of Brian Markison.**

 

99.6

 

Consent of Robert O'Neil.**

*
Filed herewith.

**
Previously filed.

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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
AUTHORIZED REPRESENTATIVE
EXHIBIT INDEX