As filed with the Securities and Exchange Commission on September 4, 2020
Registration No. 333-239896
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INSURANCE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 82-5325852 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
(215) 701-9555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Attn: John M. Butler
President and Chief Executive Officer
(215) 701-9555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sean M. Donahue
Jeffrey A. Letalien
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004-2541
(202) 538-3557
Martin C. Glass
Jeffrey R. Shuman
Jenner & Block LLP
919 Third Avenue
New York, NY 10022-3908
(212) 891-1672
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.
If the securities being registered on this Form are being 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, 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 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. ☐
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 or until this 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 amendment is being filed solely to file the consent of Deloitte & Touche LLP (“Deloitte”) as Exhibit 23.2. The consent relates to the use in Amendment No. 2 to Registration Statement No. 333-239896 on Form S-4 of Deloitte’s report dated July 16, 2020, relating to the consolidated financial statements of Shift Technologies, Inc and the reference to Deloitte under the heading “Experts” in such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
EXHIBIT INDEX
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II-2
* | Filed herewith. |
** | Previously filed. |
(1) | To be filed by amendment. |
(2) | Portions of the exhibit have been omitted pursuant to a request for confidential treatment. |
+ | Schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request. |
(b) | Financial Statement Schedules |
The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 4th day of September, 2020.
INSURANCE ACQUISITION CORP. | ||
By: | /s/ John M. Butler | |
John M. Butler | ||
President and Chief Executive Officer (Principal Executive Officer) |
INSURANCE ACQUISITION CORP. | ||
By: | /s/ Paul Vernhes | |
Paul Vernhes | ||
Chief Financial Officer (Principal Financial 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.
Name | Position | Date | ||
/s/ John M. Butler | President and Chief Executive Officer | September 4, 2020 | ||
John M. Butler | (Principal Executive Officer) | |||
/s/ Paul Vernhes | Chief Financial Officer | September 4, 2020 | ||
Paul Vernhes | (Principal Financial Officer) | |||
* | Chief Accounting Officer | September 4, 2020 | ||
Joseph W. Pooler, Jr. | (Principal Accounting Officer) | |||
* | Chairman of the Board of Directors | September 4, 2020 | ||
Daniel G. Cohen | ||||
* | Director | September 4, 2020 | ||
John C. Chrystal | ||||
* | Director | September 4, 2020 | ||
Stephanie Gould Rabin | ||||
* | Director | September 4, 2020 | ||
Sasson Posner |
*By: | /s/ Paul Vernhes | |||
Paul Vernhes | ||||
Attorney-in-fact |
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