As filed with the United States Securities and Exchange Commission on April 8, 2021 under the Securities Act of 1933, as amended.

No. 333-253541

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Amendment No. 3
to
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

JAWS Hurricane Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

 

Delaware		6770		86-1679100
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

 

1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(305) 695-5500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Matthew Walters
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(305) 695-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies:

Christian O. Nagler Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800

Gregg A. Noel Michael J. Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (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. ☐

 

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. ☐

 

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

 

JAWS Hurricane Acquisition Corporation is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-253541) as an exhibit-only filing. 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)

The Exhibit Index is incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit No.		Description
1.1		Form of Underwriting Agreement.*
3.1		Certificate of Incorporation of the Registrant.*
3.2		Form of Amended and Restated Certificate of Incorporation of the Registrant.*
3.3		Bylaws of the Registrant.*
3.4		Form of Amended and Restated Bylaws of the Registrant.*
4.1		Specimen Unit Certificate.*
4.2		Specimen Class A Common Stock Certificate.*
4.3		Specimen Warrant Certificate.*
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
5.1		Opinion of Kirkland & Ellis LLP.*
10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.2		Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
10.3		Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
10.4		Form of Indemnity Agreement.*
10.5		Form of Administrative Services Agreement between the Registrant and the Sponsor.*
10.6		Promissory Note, dated as of January 19, 2021, between the Registrant and the Sponsor.*
10.7		Securities Subscription Agreement, dated January 19, 2021, between the Registrant and the Sponsor.*
10.8		Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
23.1		Consent of WithumSmith+Brown, PC.*
23.2		Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
24		Power of Attorney (included on signature page to the initial filing of this registration statement).*
99.1		Consent of Barry Sternlicht.*
99.2		Consent of Andy Appelbaum.*
99.3		Consent of Benjamin Weprin.*

 

*

Previously filed.

 

 

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 Miami Beach, Florida, on the 8^th day of April 2021.

 

	JAWS HURRICANE ACQUISITION CORPORATION
	By:	/s/ Matthew Walters
		Name:	Matthew Walters
		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 indicated below on April 8, 2021.

 

Name		Position
/s/ Matthew Walters		Chief Executive Officer and Director
Matthew Walters		(Principal Executive Officer)
*		Chief Financial Officer
Michael Racich		(Principal Financial and Accounting Officer)

 

*By:	/s/ Matthew Walters
	Matthew Walters
	Attorney-in-Fact

 

 

II-2