Attached files

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EX-23.1 - EXHIBIT 23.1 - Trebia Acquisition Corp.tm2013306d9_ex23-1.htm
EX-5.2 - EXHIBIT 5.2 - Trebia Acquisition Corp.tm2013306d9_ex5-2.htm
EX-5.1 - EXHIBIT 5.1 - Trebia Acquisition Corp.tm2013306d9_ex5-1.htm

 

As filed with the Securities and Exchange Commission on June 16, 2020.

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Trebia Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands 6770 98-1531250

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

 

 

 

41 Madison Avenue, Suite 2020,

New York, NY 10010

(646) 450-9187

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

 

 

 

Tanmay Kumar

Chief Financial Officer

41 Madison Avenue, Suite 2020,

New York, NY 10010

(646) 450-9187

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

 

 

 

Copies to:

Alexander D. Lynch, Esq.

Heather L. Emmel, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007

Derek J. Dostal, Esq.

Deanna L. Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Fax: (212) 701-5800

 

 

 

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. x 333-238824

 

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.:

 

Large accelerated filer

¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
    Emerging Growth company x

 

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
securities to be registered

Amount
to be
Registered

Proposed
maximum
offering price
per unit(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-third of one redeemable warrant(2) 8,625,000 units $10.00 $86,250,000 $11,196
Class A ordinary shares included as part of the Units(3) 8,625,000 shares (4)
Redeemable warrants included as part of the Units(3) 2,875,000 warrants (4)
Total     $86,250,000 $11,196(5)

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-238824). Includes 1,125,000 units, consisting of 1,125,000 Class A ordinary shares and 375,000 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(a), 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).
(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $431,250,000 on its Registration Statement on Form S-1, as amended (File No. 333-238824), which was declared effective by the Securities and Exchange Commission on June 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $86,250,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

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, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed by Foley Trasimene Acquisition Corp., a Cayman Islands exempted company (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. 333-238824) (the “Prior Registration Statement”), initially filed by the Registrant on June 1, 2020 and declared effective by the Securities and Exchange Commission on June 16, 2020. This Registration Statement covers the registration of an additional 8,625,000 of the Registrant’s units (including 1,125,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one Class A ordinary share and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share. 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.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-238135) 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:

 

Exhibit
No.
  Description
     
5.1   Opinion of Weil, Gotshal & Manges LLP, Counsel to the Registrant.
     
5.2   Opinion of Maples and Calder, Cayman Islands, Counsel to the Registrant.
     
23.1   Consent of Marcum LLP.
     
23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
     
23.3   Consent of Maples and Calder (included in Exhibit 5.2).
     
24   Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-238824) filed on June 1, 2020.

 

 

 

 

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 New York, State of New York on the 16th day of June 2020.

 

 

  TREBIA ACQUISITION CORP.
     
     
  By: /s/ Tanmay Kumar
  Name:      Tanmay Kumar
  Title:      Chief Financial 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
         
*   President (Principal Executive Officer)    June 16, 2020
Paul Danola          
         
/s/ Tanmay Kumar   Chief Financial Officer (Principal Financial and   June 16, 2020
Tanmay Kumar   Accounting Officer)    
         
*   Co-Founder and Director    June 16, 2020
William P. Foley, II          
         
*     Co-Founder and Director   June 16, 2020
Frank R. Martire, Jr.        
         
/s/ Lance Levy   Director   June 16, 2020
Lance Levy        
         
/s/ Mark D. Linehan   Director   June 16, 2020
Mark D. Linehan        
         
/s/ James B. Stallings   Director   June 16, 2020
James B. Stallings        

 

 

*By: /s/ Tanmay Kumar  
  Tanmay Kumar  
  Attorney-in-Fact