As filed with the United States Securities and Exchange Commission on December 21, 2020 under the Securities Act of 1933, as amended.
No. 333-251488
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAR PEAK CORP II
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) | | 6770
(Primary Standard Industrial
Classification Code Number) | | 85-3374823
(I.R.S. Employer
Identification No.) |
1603 Orrington Avenue, 13th Floor
Evanston, Illinois 60201
(847) 905-4500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eric Scheyer
Chief Executive Officer
1603 Orrington Avenue, 13th Floor
Evanston, Illinois 60201
(847) 905-4500
(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, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900 | | Matthew R. Pacey
Bryan D. Flannery
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
Tel: (713) 836-3600
Fax: (713) 836-3601 | | Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450 4000 |
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. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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 x | Smaller reporting company x |
| | | | Emerging growth company x |
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 to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
|
| Title of Each Class of Securities to be Registered | Amount
to be Registered | Proposed Maximum
Offering Price
Per Unit(1) | Proposed Maximum
Aggregate
Offering Price(1) | Amount of
Registration Fee |
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one warrant(1) | 40,250,000 Units | $ 10.00 | $ 402,500,000 | $ 43,913.00 |
| Shares of Class A common stock included as part of the units(2) | 40,250,000 Shares | — | — | —(4) |
| Warrants included as part of the units(3) | 10,062,500 Warrants | — | — | —(4) |
| Total | | | $ 402,500,000 | $ 43,913.00(5) |
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 5,250,000 units, consisting of 5,250,000 shares of Class A common stock and 1,750,000 warrants, which may be issued upon exercise of a 45 day option granted to the underwriters 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 issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
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.
EXPLANATORY NOTE
Star Peak Corp II is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-251488) 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 exhibits index to 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 list of exhibits immediately preceding the signature page of this registration statement is incorporated herein by reference.
EXHIBIT INDEX
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 New York, New York on the 21st day of December, 2020.
| | STAR PEAK CORP II |
| | |
| | By: | /s/ Eric Scheyer |
| | Name: Eric Scheyer |
| | 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 |
| | | | | |
| * | | Chairman of the Board of Directors | | December 21, 2020 |
| Michael C. Morgan | | | | |
| | | | | |
| /s/ Eric Scheyer | | Chief Executive Officer and Director | | December 21, 2020 |
| Eric Scheyer | | (Principal Executive Officer) | | |
| | | | |
| * | | President | | December 21, 2020 |
| Craig Rohr | | | | |
| | | | | |
| * | | Chief Financial Officer and Chief Accounting Officer | | December 21, 2020 |
| Michael D. Wilds | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | December 21, 2020 |
| Adam E. Daley | | | | |
| *By: | |
| /s/ ERIC SCHEYER | |
| Eric Scheyer | |
| Attorney-in-fact | |
| | |
