Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Science Strategic Acquisition Corp. Alpha | tm2034755d12_ex23-1.htm |
| EX-5.1 - EXHIBIT 5.1 - Science Strategic Acquisition Corp. Alpha | tm2034755d12_ex5-1.htm |
As filed with the U.S. Securities and Exchange Commission on January 25, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNDER THE SECURITIES ACT OF 1933
Science Strategic Acquisition Corp. Alpha
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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85-3594633
(I.R.S. Employer Identification Number) |
|
1447 2nd St
Santa Monica, CA 90401
Telephone: (310) 393-3024
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Santa Monica, CA 90401
Telephone: (310) 393-3024
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Jones
Chief Executive Officer
c/o Science Strategic Acquisition Corp. Alpha
1447 2nd St
Santa Monica, CA 90401
Telephone: (310) 393-3024
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Executive Officer
c/o Science Strategic Acquisition Corp. Alpha
1447 2nd St
Santa Monica, CA 90401
Telephone: (310) 393-3024
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Justin R. Salon
Andrew P. Campbell Morrison & Foerster LLP 2100 L Street, NW, Suite 900 Washington, DC 20037 (202) 887-1500 |
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Derek J. Dostal
Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
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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. ☒ 333-251987
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
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Title of Each Class of Security Being Registered
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Amount
Being Registered |
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Proposed
Maximum Offering Price per Security(1) |
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Proposed
Maximum Aggregate Offering Price(1) |
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Amount of
Registration Fee |
|
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Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and a fraction of one redeemable warrant(2)
|
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5,175,000
|
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$10.00
|
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$51,750,000
|
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$5,646
|
|
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Shares of Class A common stock included as part of the units(3)(4)
|
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5,175,000
|
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—
|
| | |
—
|
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—(5)
|
|
|
Redeemable warrants included as part of the units(3)(4)
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1,725,000
|
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—
|
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—
|
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—(5)
|
|
|
Total
|
| | | | | | | | | | |
$51,750,000
|
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$5,646(6)
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(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. 333-251987), which was declared effective by the Securities and Exchange Commission on January 25, 2021.
(3)
Pursuant to Rule 416 under the Securities Act, 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)
Maximum number of shares of our Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter.
(5)
No fee pursuant to Rule 457(g) under the Securities Act.
(6)
The Registrant previously registered securities having a proposed maximum aggregate offering price of $258,750,000 on its Registration Statement on Form S-1, as amended (File No. 333-251987), which was declared effective by the Securities and Exchange Commission on January 25, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $51,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.
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
This Registration Statement on Form S-1 is being filed with respect to the registration of 5,175,000 additional units of Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third 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 share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251987) (the “Prior Registration Statement”), initially filed by the Registrant on January 8, 2021 and declared effective by the Securities and Exchange Commission on January 25, 2021. 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. The following exhibits are being filed herewith:
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Exhibit
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Description
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| | 5.1 | | | Opinion of Morrison & Foerster LLP | |
| | 23.1 | | | Consent of Marcum LLP | |
| | 23.2 | | | Consent of Morrison & Foerster LLP (included in Exhibit 5.1) | |
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 Santa Monica, on the 25th day of January, 2021.
SCIENCE STRATEGIC ACQUISITION CORP. ALPHA
By:
/s/ Michael Jones
Name:
Michael Jones
Title:
Chief Executive Officer and Chairman of the Board of Directors
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.
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Name
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Position
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Date
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/s/ Michael Jones
Michael Jones
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| | Chief Executive Officer and Chairman of the Board of Directors | | | January 25, 2021 | |
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/s/ Thomas Dare
Thomas Dare
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| | Chief Financial Officer | | | January 25, 2021 | |
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/s/ Greg Gilman
Greg Gilman
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| | Director | | | January 25, 2021 | |
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/s/ Jeff Kearl
Jeff Kearl
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| | Director | | | January 25, 2021 | |
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/s/ Jennifer Rubio
Jennifer Rubio
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| | Director | | | January 25, 2021 | |
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/s/ Colette Taylor
Colette Taylor
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| | Director | | | January 25, 2021 | |