AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2023
Registration No. 333-226445
Registration No. 333-234176
Registration No. 333-248472
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-4 REGISTRATION STATEMENT NO. 333-226445
FORM S-4 REGISTRATION STATEMENT NO. 333-234176
FORM S-4 REGISTRATION STATEMENT NO. 333-248472
UNDER
THE SECURITIES ACT OF 1933
BGC Partners, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 6200 | | 13-4063515 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (IRS Employer Identification No.) |
499 Park Avenue
New York, New York 10022
(212) 610-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen M. Merkel
Executive Vice President and General Counsel
499 Park Avenue
New York, New York 10022
(212) 610-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leland Benton
Howard Kenny
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave. NW
Washington, District of Columbia 20004
(202) 739-3000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, 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 of 1933, 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 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. (Check one):
| | | | | | |
| 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
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 SEC, acting pursuant to said Section 8(a), may determine.
