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EX-5.1 - APRIL 10, 2017 - Vantage Energy Acquisition Corp.fs1mef2017ex5i_vantage.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC. - Vantage Energy Acquisition Corp.fs1mef2017ex23i_vantage.htm

As filed with the Securities and Exchange Commission on April 10, 2017

Registration No. 333-       

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

Vantage Energy Acquisition Corp.
(Exact name of registrant as specified in its charter)

 

Delaware    6770    81-5277998 
 (State or other jurisdiction of
incorporation or organization)
   (Primary Standard Industrial
Classification Code Number)
   (I.R.S. Employer
Identification Number)

 

5221 N. O’Connor Boulevard, 11th Floor

Irving, TX 75039

(972) 432-1440
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Jeffrey A. Zlotky

Secretary

Vantage Energy Acquisition Corp.

5221 N. O’Connor Boulevard, 11th Floor

Irving, TX 75039

(972) 432-1440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

 

Douglas E. McWilliams

E. Ramey Layne

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

Jennifer A. Bensch

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

 

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. ☒ 333-216129

 

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, 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   ☐   Non-accelerated filer                 ☒
    (Do not check if a smaller reporting company)
Accelerated filer            ☐    Smaller reporting company      ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Security Being
Registered
  Amount Being
Registered(1)
  Proposed Maximum
Offering Price per
Security(2)
   Proposed Maximum
Aggregate Offering
Price(2)
   Amount of Registration
Fee(3)
 
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant  9,200,000 Units  $10.00   $92,000,000   $10,662.80 
Shares of Class A common stock included as part of the units(4)  9,200,000 Shares           (5)
Warrants included as part of the units(4)  3,066,666 Warrants           (5)
Total          $92,000,000   $10,662.80 

 

(1) Represents only the additional number of securities being registered and includes 1,200,000 units, consisting of 1,200,000 shares of Class A common stock and 400,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.  Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-216129).
   
(2) Estimated solely for the purpose of calculating the registration fee.
   
(3) The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-216129) which was declared effective by the Securities and Exchange Commission on April 10, 2017. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum offering price of $92,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
   
(4) 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.
   
(5) No fee pursuant to Rule 457(g).

 

The Registrant Statement shall become effective upon filing with the Securities and Exchange Commission
in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed by Vantage Energy Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-216129) (the “Prior Registration Statement”), initially filed by the Registrant on February 17, 2017 and declared effective by the Securities and Exchange Commission on April 10, 2017. This Registration Statement covers the registration of an additional 9,200,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one whole share of the Registrant’s Class A common stock, including 1,200,000 units that may be purchased by the underwriters to cover over-allotments, if any. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of April 11, 2017), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than April 11, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on the 10th day of April, 2017.

  Vantage Energy Acquisition Corp.
     
  By: /s/ Roger J. Biemans
  Name: Roger J. Biemans
  Title: Chief Executive Officer

 

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

Name   Position   Date
         
*   Chief Executive Officer and Director   April 10, 2017
Roger J. Biemans   (Principal Executive Officer)    
         
*   Chief Financial Officer   April 10, 2017
Jill W. Lampert   (Principal Financial Officer)    
         
*   Chief Accounting Officer   April 10, 2017
Carey Peters   (Principal Accounting Officer)    
         
*   Director   April 10, 2017
Scott A. Gieselman        
         
*   Director   April 10, 2017
Craig S. Glick        

 

*By: /s/ Jeffrey A. Zlotky    
  Jeffrey A. Zlotky    
  Attorney-in-fact    

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

     
5.1   Opinion of Vinson & Elkins L.L.P.
     
23.1   Consent of WithumSmith+Brown, PC.
     
23.2   Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

 

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