Attached files
file | filename |
---|---|
EX-23.1 - EXHIBIT 23.1 - Sustainable Development Acquisition I Corp. | nt10018328x9_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - Sustainable Development Acquisition I Corp. | nt10018328x9_ex5-1.htm |
As filed with the Securities and Exchange Commission on February 4, 2021
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sustainable Development Acquisition I Corp.
(Exact name of registrant as specified in its charter)
Delaware
|
6770
|
85-4353398
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
113 S. La Brea Avenue, 3rd Floor
Los Angeles, CA 90036
(323) 329-8221
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nicole Neeman Brady
c/o RRG Capital Management LLC
113 S. La Brea Avenue., 3rd Floor
Los Angeles, CA 90036
(323) 329-8221
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul D. Tropp, Esq.
Michael S. Pilo, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000
Fax: (212) 596-9090
|
Gregg A. Noel, Esq.
Michael Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, CA 94301
Tel: (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, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☒ 333-252161
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
|
☒ |
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
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-half of one redeemable warrant (2)(3)
|
2,875,000 Units
|
$10.00
|
$28,750,000
|
$3,137(4)
|
||||||
(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. 333-252161).
|
|||||||||
(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)
|
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. 333-252161), which was declared effective by the Securities
and Exchange Commission on February 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 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 Sustainable Development Acquisition I Corp., a Delaware public benefit 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. 333-252161) (the “Prior Registration Statement”), initially filed by the Registrant on January 15, 2021, and
declared effective by the Securities and Exchange Commission on February 4, 2021. This Registration Statement covers the registration of an additional 2,875,000 Units of the Registrant. 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.
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 Commission’s account at U.S. Bank as
soon as practicable (but no later than the close of business as of February 5, 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 February 5, 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 Registration Statement on Form S-1 (SEC File No. 333-252161) 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
|
|
Opinion of Ropes & Gray LLP, counsel to the Registrant.
|
||
Consent of Marcum LLP
|
||
Consent of Ropes & Gray 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
Los Angeles, California, on the 4th day of February 2021.
ALTIMETER GROWTH CORP. 2
|
||
By:
|
/s/ Nicole Neeman Brady
|
|
Name:
|
Nicole Neeman Brady
|
|
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 dates indicated.
Signature
|
Title
|
Date
|
||
/s/ Nicole Neeman Brady
|
Chief Executive Officer,
(Principal Executive Officer)
|
February 4, 2021
|
||
Nicole Neeman Brady | ||||
/s/ Eric Techel
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
February 4, 2021
|
||
Eric Techel | ||||
/s/ Robert Schultz
|
Chair of the Board of Directors
|
February 4, 2021
|
||
Robert Schultz | ||||
/s/ Kathleen Brown
|
Director
|
February 4, 2021
|
||
Kathleen Brown | ||||
/s/ Andrew Kassoy
|
Director
|
February 4, 2021
|
||
Andrew Kassoy | ||||
/s/ Annette Rodriguez-Ferrer
|
Director
|
February 4, 2021
|
||
Annette Rodriguez-Ferrer |