Attached files
As filed with the U.S. Securities and Exchange Commission on October 16, 2020.
Registration No. 333- 249411
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM
S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Ajax
I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 98-1554459 | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard
Industrial Classification Code Number) |
(I.R.S. Employer
Identification Number) |
667
Madison Avenue
New York, NY 10606
Telephone: (212) 655-2685
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Daniel
Och
Chief Executive Officer
c/o Ajax I
667 Madison Avenue
New York, NY 10606
Telephone: (212) 655-2685
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Gregg
A. Noel, Esq. Michael J. Schwartz, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500 |
Paul
D. Tropp, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000 |
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. ☐
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 Security Being 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 per share, and one-fourth of one redeemable warrant(2) | 86,250,000 | $ | 10.00 | $ | 862,500,000 | $ | 94,099 | |||||||||
| Class A ordinary shares included as part of the units(3) | 86,250,000 | — | — | — | (4) | |||||||||||
| Redeemable warrants included as part of the units(3) | 21,562,500 | — | — | — | (4) | |||||||||||
| Total | $ | 862,500,000 | $ | 94,099 | (5) | |||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 11,250,000 units, consisting of 11,250,000 Class A ordinary shares and 2,812,500 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover the purchase of additional units, if any. |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The filing fee has been previously paid. |
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
Ajax I is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-249411) as an exhibits-only filing to file the exhibits attached hereto. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted..
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being filed herewith:
| * | Previously filed. |
| ** | Filed herewith |
II-1
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 October, 2020.
| Ajax I | ||
| By: | /s/ Daniel Och | |
| Name: | Daniel Och | |
| Title: | 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 and on the dates indicated.
| Name | Title | Date | ||
| /s/ Daniel Och | Chief Executive Officer and Director | October 16, 2020 | ||
| Daniel Och | ||||
| /s/ J. Morgan Rutman | Chief Financial Officer | October 16, 2020 | ||
| J. Morgan Rutman |
II-2