As filed with the U.S. Securities and Exchange Commission on September 10, 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

 

 

Tortoise Acquisition Corp. II

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands		6770		98-1550630
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

 

5100 W. 115^th Place
Leawood, KS 66211
(913) 981-1020

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s principal executive offices)

 

Vincent T. Cubbage
5100 W. 115^th Place
Leawood, KS 66211
(913) 981-1020

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

 

 

Copies to:

Brenda Lenahan E. Ramey Layne Vinson & Elkins L.L.P. 1114 Avenue of the Americas, 32nd Floor New York, NY 10036 (212) 237-0000

Gregg A. Noel Michael J. Mies 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. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☒  333-248269

 

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, 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 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 being registered		Proposed Maximum Offering Price per Security(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-fourth of one warrant(2)		5,750,000 Units		$	10.00			$	57,500,000			$	7,463.50
Class A ordinary shares included as part of the units(3)		5,750,000 Shares			—				—				—	(4)
Warrants included as part of the units(3)		1,437,500 Warrants			—				—				—	(4)
Total								$	57,500,000			$	7,463.50	(5)

 

(1)	Estimated solely for the purpose of calculating the registration fee.

 

(2)

Represents only the additional number of securities being registered and includes 750,000 units, consisting of 750,000 Class A ordinary shares and 187,500 warrants, which may be issued upon exercise of the 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. 333-248269).

 

(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share subdivisions, share 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 $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-248269), which was declared effective by the Securities and Exchange Commission on September 10, 2020. 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 $57,500,000 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 with respect to the registration of 5,750,000 additional units of Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1, including 750,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248269) (the “Prior Registration Statement”), initially filed by the Registrant on August 24, 2020 and declared effective by the Securities and Exchange Commission (the “Commission”) on September 10, 2020. The required opinions of counsels 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.

 

 

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 Prior Registration Statement on Form S-1 (SEC File No. 333-248269) 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 Number		Description
5.1		Opinion of Vinson & Elkins L.L.P.
5.2		Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3		Consent of Maples and Calder, Cayman Islands Counsel to the Registrant (included in Exhibit 5.2).

 

 

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, New York, on the 10^th day of September 2020.

 

Tortoise Acquisition Corp. II

 

	By:	/s/ Vincent T. Cubbage
		Vincent T. Cubbage
		Chief Executive 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 indicated on September 10, 2020.

 

Name		Position
/s/ Vincent T. Cubbage		Chief Executive Officer, President and
Vincent T. Cubbage		Chairman of the Board of Directors (Principal Executive Officer)
/s/ Stephen Pang		Chief Financial Officer
Stephen Pang		(Principal Financial Officer and Principal Accounting Officer)

 

 

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