Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - Hamilton Lane Alliance Holdings I, Inc.tm2032086d16_ex23-1.htm
EX-5.1 - EXHIBIT 5.1 - Hamilton Lane Alliance Holdings I, Inc.tm2032086d16_ex5-1.htm

 

As filed with the Securities and Exchange Commission on January 12, 2021

 

Registration No. 333- 

 

 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM S-1 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933

 

Hamilton Lane Alliance Holdings I, Inc. 

(Exact name of registrant as specified in its charter)

 

Delaware   6770   85-3019776

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

  (I.R.S. Employer
Identification No.)

 

1 Presidential Blvd., Floor 4 

Bala Cynwyd, PA 19004 

(610) 934-2222 

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

 

Andrea Kramer 

Chief Executive Officer 

1 Presidential Blvd., Floor 4 

Bala Cynwyd, PA 19004 

(610) 934-2222 

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

 

Copies to:

 

Paul D. Tropp

Michael R. Littenberg

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

(212) 596-9000

 

Richard D. Truesdell, Jr.

Derek J. Dostal

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

 

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 333-251419

 

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   ¨
        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 share(1) 

Proposed

maximum

aggregate

offering price(1)

Amount of
registration fee
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant(2)   4,600,000 Units $10.00 $46,000,000 $5,019
Shares of Class A Common Stock included as part of the Units(3)  4,600,000 Shares (4)
Redeemable warrants included as part of the Units(3)  1,533,333 Warrants (4)
Total     $46,000,000 $5,019 (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. 333-251419). Includes 600,000 units, consisting of 600,000 Class A common stock and 200,000 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, 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 $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251419), which was declared effective by the Securities and Exchange Commission on January 12, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $46,000,000 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 Hamilton Lane Alliance Holdings I, Inc., 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. 333-251419) (the “Prior Registration Statement”), initially filed by the Registrant on December 17, 2020 and declared effective by the Securities and Exchange Commission on January 12, 2021. This Registration Statement covers the registration of an additional 4,600,000 of the Registrant’s units (including 600,000 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 share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. 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. 333-251419) 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 Ropes & Gray LLP
   
23.1   Consent of WithumSmith+Brown, PC
   
23.2   Consent of Ropes & Gray LLP (included in Exhibit 5.1)

 

 

 

 

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, on the 12th day of January, 2021.

 

  Hamilton Lane Alliance Holdings I, Inc.
 
  By: /s/ Andrea Anigati (Kramer)
  Name: Andrea Anigati (Kramer)
  Title: Chief Executive Officer

 

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 date indicated.

 

Signature Title Date
     

/s/ Andrea Anigati (Kramer)

Chief Executive Officer and January 12, 2021
Andrea Anigati (Kramer) Director (Principal Executive
Officer)
 
     

/s/ Atul Varma

Chief Financial Officer

January 12, 2021
Atul Varma (Principal Financial and
Accounting Officer)
 
     

/s/ Hartley R. Rogers

Chairman of the Board January 12, 2021
Hartley R. Rogers    
     

/s/ Thomas Allingham

Director January 12, 2021
Thomas Allingham    
     

/s/ Holly Flanagan

Director January 12, 2021
Holly Flanagan    
     

/s/ Arlene Yocum

Director January 12, 2021
Arlene Yocum