Filed with the U.S. Securities and Exchange Commission on November 12, 2020 under the Securities Act of 1933, as amended.
Registration No. 333-249497
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
L&F Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands | | | 6770 | | | 98-1557361 |
(State or other jurisdiction of incorporation
or organization) | | | (Primary Standard Industrial
Classification Code Number) | | | (I.R.S. Employer Identification No.) |
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
312-701-1777
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
JAR Sponsor, LLC
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
312-705-2786
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler
Peter S. Seligson
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
212-446-4800 | | | Gregg A. Noel
Michael J. Schwartz
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
213-687-5000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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 registered 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, 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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant (2) | | | 23,000,000 Units | | | $10.00 | | | $230,000,000 | | | $25,093.00 |
Class A ordinary shares included as part of the units (3) | | | 23,000,000 Shares | | | — | | | — | | | — (4) |
Redeemable warrants included as part of the units (3) | | | 11,500,000 Warrants | | | — | | | — | | | — (4) |
Total | | | | | | | | | $230,000,000 | | | $25,093.00 (5) |
(1)
| Estimated solely for the purpose of calculating the registration fee. |
(2)
| Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
(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 share sub-divisions, share dividends or similar transactions. |
(4)
| No fee pursuant to Rule 457(g). |
(5)
| The filing fee has been 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
