As filed with the United States Securities and Exchange Commission on May 6, 2020 under the Securities Act of 1933, as amended.
No. 333-237874
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Jaws Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | 6770 | 98-1524224 | ||
(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
(203)422-7700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Racich
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
(203)422-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Christian O. Nagler Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212)446-4800 Fax: (212)446-4900 | Gregg A. Noel Michael J. Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 Tel: (650)470-4500 Fax:(650) 470-4570 |
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, anon-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 Rule12b-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 Security Being Registered | Amount Being Registered | Proposed Maximum Offering Price | Proposed Maximum Aggregate | Amount of Registration Fee | ||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, andone-third of one redeemable warrant(2) | 46,000,000 units | $10.00 | $460,000,000 | $59,708 | ||||
Class A ordinary shares included as part of the units(3) | 46,000,000 shares | — | — | —(4) | ||||
Redeemable warrants included as part of the units(3) | 15,333,333 warrants | — | — | —(4) | ||||
Total | $460,000,000 | $59,708(5) | ||||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 6,000,000 units, consisting of 6,000,000 Class A ordinary shares and 2,000,000 redeemable warrants, which may be issued upon exercise of a45-day option granted to the underwriter to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | Previously paid. |
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 Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-237874) as an exhibits-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 exhibits. 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
* | Filed herewith. |
** | Previously filed. |
II-3
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 New York, New York, on the 6th day of May 2020.
JAWS ACQUISITION CORP. | ||||
By: | /s/ Joseph L. Dowling | |||
Name: | Joseph L. Dowling | |||
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 and on the dates indicated.
Name | Position | Date | ||
* Barry S. Sternlicht | Chairman | May 6, 2020 | ||
/s/ Joseph L. Dowling Joseph L. Dowling | Chief Executive Officer (Principal Executive Officer) | May 6, 2020 | ||
* /s/ Michael Racich | Chief Financial Officer (Principal Financial and Accounting Officer) | May 6, 2020 |
*By: | /s/ Joseph L. Dowling | |
Joseph L. Dowling | ||
Attorney-in-Fact |