Attached files
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EX-23.1 - EX-23.1 - Silver Crest Acquisition Corp | a20-32567_14ex23d1.htm |
EX-5.2 - EX-5.2 - Silver Crest Acquisition Corp | a20-32567_14ex5d2.htm |
EX-5.1 - EX-5.1 - Silver Crest Acquisition Corp | a20-32567_14ex5d1.htm |
As filed with the United States Securities and Exchange Commission on January 13, 2021 under the Securities Act of 1933, as amended.
No. 333-251566
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Silver Crest Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
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6770 |
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98-1559547 |
(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
Suite 3501, 35/F, Jardine House
1 Connaught Place, Central
Hong Kong
+852 2165-9000 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Christian O. Nagler |
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Steve Lin, Esq. |
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Douglas S. Ellenoff |
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: o
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 333-251655
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. o
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. o
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 |
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Accelerated filer |
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Non-accelerated filer |
x |
Smaller reporting company |
x |
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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. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
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5,750,000 units |
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$10.00 |
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$57,500,000 |
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$6,273.25 |
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Class A ordinary shares included as part of the units(3) |
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5,750,000 shares |
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(4) |
Redeemable warrants included as part of the units(3) |
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2,875,000 warrants |
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(4) |
Total |
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$57,500,000 |
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$6,273.25 |
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(1) |
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. 333-251655). |
(2) |
Estimated solely for the purpose of calculating the registration fee. |
(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 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 $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-251655), which was declared effective by the Securities and Exchange Commission on January 13, 2021. In accordance with Rule 462(b) under the Securities Act, 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 option to purchase additional units. |
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Silver Crest Acquisition Corporation, a Cayman Islands exempted company (the Registrant), each consisting of one Class A ordinary share and one-half 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. 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. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-251655) (the Prior Registration Statement), initially filed by the Registrant on December 23, 2020 and declared effective by the Securities and Exchange Commission (the Commission) on January 13, 2021. The required opinions of counsel and related consents and accountants 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.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of January 14, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 14, 2021.
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. 333-251655) 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. |
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Description |
5.1 |
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5.2 |
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Opinion of Appleby, Cayman Islands Counsel to the Registrant. |
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23.1 |
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23.2 |
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23.3 |
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24 |
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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 Hong Kong S.A.R., Country of Peoples Republic of China, on January 13, 2021.
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SILVER CREST ACQUISITION CORPORATION | ||
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By: |
/s/ Liang (Leon) Meng | |
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Name: |
Liang (Leon) Meng |
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Title: |
Chairman |
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 below on January 13, 2021.
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Position |
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/s/ Liang (Leon) Meng |
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Chairman and Director |
Liang (Leon) Meng |
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/s/ Christopher Lawrence |
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Vice Chairman and Director |
Christopher Lawrence |
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Chief Executive Officer and Director(Principal Executive Officer and Principal Financial and Accounting Officer) |
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Derek Cheung |
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/s/ Andy Bryant |
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Director |
Andy Bryant |
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/s/ Steeve Hagege |
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Director |
Steeve Hagege |
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/s/ Wei Long |
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Director |
Wei Long |
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/s/ Mei Tong |
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Director |
Mei Tong |
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*By: |
/s/ Liang (Leon) Meng |
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Name: |
Liang (Leon) Meng |
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Attorney-in-fact |
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Signature of authorized representative in the United States
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Silver Crest Acquisition Corporation, has signed this registration statement or amendment thereto in New York on January 13, 2021.
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Authorized U.S. Representative | ||
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By: |
/s/ COLLEEN A. DE VRIES | |
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Name: |
Colleen A. De Vries |
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Title: |
Sr. Vice President |