Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF MARCUM LLP. - NRX Pharmaceuticals, Inc. | brpa_ex231.htm |
| EX-5.1 - OPINION OF AKERMAN LLP. - NRX Pharmaceuticals, Inc. | brpa_ex51.htm |
As
filed with the U.S. Securities and Exchange Commission on November
20, 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
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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6770
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82-2844431
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(State or other jurisdiction ofincorporation or
organization)
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(Primary Standard Industrial Classification Code
Number)
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(I.R.S. EmployerIdentification Number)
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2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Richard Ackerman
Chairman, President and Chief Executive Officer
Big Rock Partners Acquisition Corp.
c/o Big Rock Partners Sponsor, LLC
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Michael Francis, Esq.
Christina C. Russo, Esq.
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, Florida 33131
(305) 374-5600
(305) 374-5095 — Facsimile
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David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile
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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. ☒ 333-220947
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, 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. (Check one):
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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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
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Title
of each Class of
Security
being registered
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Amount
being
Registered
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Proposed
Maximum
Offering
Price
Per
Security(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount
of
Registration
Fee
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Units, each
consisting of one share of common stock, $0.001 par value, one
right entitling the holder to receive one-tenth (1/10) of one share
of common stock, and one-half of one warrant
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1,150,000
Units(2)
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$10.00
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$11,500,000
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$1,432
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Shares of common
stock included as part of the units(3)
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1,150,000
Shares(4)
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-
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-
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(7)
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Rights included as part of the
units
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1,150,000
Rights
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-
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-
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(7)
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Warrants included
as part of the units
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575,000
Warrants(5)
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-
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-
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(7)
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Shares of common
stock underlying the rights included as part of the
Units(3)
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115,000
Shares
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-
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-
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(7)
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Representative’s
shares of common stock(3)
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23,000
Shares(6)
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$10.00
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$230,000
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$29
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Units underlying
Representative's Unit Purchase Option (“Representative's
Units")
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100,000
Units
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$10.00
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$1,000,000
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$125
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Shares of common
stock included as part of the Representative's
Units(3)
|
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100,000
Shares
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-
|
-
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(7)
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Rights included as
part of the Representative's Units
|
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100,000
Rights
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-
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-
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(7)
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Warrants included as part of the Representative's
Units
|
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50,000
Warrants
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-
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-
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(7)
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Shares of common stock underlying Rights included as
part of the Representative's Units(3)
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10,000
Shares
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-
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-
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(7)
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Total
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$12,730,000 (8)
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$ 1,586(8)
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(1)
Estimated solely for the purpose of calculating
the registration fee.
(2)
Includes 150,000 units, consisting of
150,000 shares of common stock, 150,000
rights and 75,000 warrants underlying such units,
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 under the Securities Act,
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)
Includes 150,000 shares of common
stock which may be issued upon exercise of a 45-day option granted
to the underwriters to cover over-allotments, if
any.
(5)
Includes 75,000 warrants which may be
issued upon exercise of a 45-day option granted to the underwriters
to cover over-allotments, if any.
(6)
Includes 3,000 shares of common stock
which may be issued to the Representative on exercise of a 45-day
option granted to the underwriters to cover over-allotments, if
any.
(7)
Pursuant to Rule 457(g) under the Securities Act,
no additional fee.
(8)
The Registrant previously registered
securities having a proposed maximum aggregate offering price of
$63,650,000 on its Registration Statement on Form S-1, as
amended (File
No. 333-220947).
The Registration Statement shall become effective upon filing with
the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933.
Explanatory Note
This Registration
Statement on Form S-1 is being filed with respect to the
registration of (i) 1,150,000 additional units of Big Rock Partners
Acquisition Corp., a Delaware corporation (the
“Registrant”), each consisting of one share of the
Registrant’s common stock, one right and one-half of one
warrant; (ii) 23,000 additional shares of the Registrant’s
common stock that may be issued to the Representative; and (iii)
100,000 additional units of the Registrant underlying the
Representative’s Unit Purchase Option, each consisting of one
share of the Registrant’s common stock, one right and
one-half of one warrant, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and General Instruction V to
Form S-1. Each right entitles the holder thereof to receive
one-tenth of one share of the Registrant’s common stock upon
the consummation of an initial business combination. Each whole
warrant entitles the holder thereof to purchase one share of the
Registrant’s common stock at a price of $11.50 per share,
subject to certain adjustments, and only whole warrants are
exercisable. This Registration Statement relates to the
Registrant’s Registration Statement on Form S-1, as amended
(File No. 333-220947) (the “Prior Registration
Statement”), initially filed by the Registrant on October 13,
2017 and declared effective by the Securities and Exchange
Commission on November 20, 2017. The required opinion of counsel
and related consent 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.
Item 16. Exhibits and Financial Statement
Schedules.
(a)
All exhibits filed
with or incorporated by reference in the Registration Statement on
Form S-1 (SEC File No. 333-220947) are incorporated by reference
into, and shall be deemed a part of, this Registration Statement,
and the following additional exhibits are filed herewith, as part
of this Registration Statement:
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Exhibit
No.
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Description
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Opinion
of Akerman LLP.
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Consent
of Marcum LLP.
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23.2
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Consent
of Akerman, LLP (included in Exhibit 5.1).
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II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Delray Beach, Florida, on the 20th
day of November,
2017.
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BIG
ROCK PARTNERS ACQUISITION CORP.
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By:
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/s/ Richard
Ackerman
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Richard
Ackerman
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Chairman, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Name
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Position
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Date
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| /s/ Richard Ackerman |
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Chairman,
President and Chief Executive Officer (Principal Executive
Officer)
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November
20, 2017
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Richard
Ackerman
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| /s/ Lori B. Wittman |
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Chief
Financial Officer and Director (Principal Financial and Accounting
Officer)
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November
20, 2017
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Lori
B. Wittman
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II-2