As filed with the U.S. Securities and Exchange Commission on October 13, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Black Mountain Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 6770 | 86-2013849 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
425 Houston Street, Suite 400
Fort Worth, Texas 76102
(817) 698-9901
(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s principal executive offices)
Rhett Bennett
Chief Executive Officer
425 Houston Street, Suite 400
Fort Worth, Texas 76102
(817) 698-9901
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
E. Ramey Layne Thomas G. Zentner III Houston, Texas 77002 (713) 758-2222 | David Alan Miller, Esq. Graubard Miller 405 Lexington Avenue New York, New York 10174 (212) 818-8800 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-259469
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, 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
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| Title of Each Class of Securities to be Registered | Amount being registered | Proposed Maximum Offering Price per Security(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 three quarters of one warrant(2) | 4,600,000 Units | $10.00 | $46,000,000 | $4,264.20 | ||||
Shares of Class A common stock included as part of the units(3) | 4,600,000 Shares | — | — | —(4) | ||||
Warrants included as part of the units(3) | 3,450,000 Warrants | — | — | —(4) | ||||
Shares of Class A common stock underlying the warrants included as part of the units(3) | 3,450,000 Shares | $ 11.50 | $39,675,000 | $3,677.87 | ||||
Total | $85,675,000 | $7,942.07(5) | ||||||
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| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered and includes 600,000 units, consisting of 600,000 shares of Class A common stock and 450,000 warrants, which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-259469). |
| (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 share subdivisions, share dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $428,375,000 on its Registration Statement on Form S-1, as amended (File No. 333-259469), which was declared effective by the Securities and Exchange Commission on October 13, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum offering price of $85,675,000 is hereby registered. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of 4,600,000 additional units of Black Mountain Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and three quarters of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1, including 600,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-259469) (the “Prior Registration Statement”), initially filed by the Registrant on September 10, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on October 13, 2021. The required opinions of counsels and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
| Exhibit Number | Description | |
| 5.1 | Opinion of Vinson & Elkins L.L.P. | |
| 23.1 | Consent of Marcum LLP | |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | |
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 Fort Worth, Texas, on the 13th day of October 2021.
| Black Mountain Acquisition Corp. | ||
| By: | /s/ Rhett Bennett | |
| Rhett Bennett | ||
| Chief Executive Officer and Chairman of the Board | ||
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 indicated on October 13, 2021.
Name | Position | |
/s/ Rhett Bennett Rhett Bennett | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | |
/s/ Jacob Smith Jacob Smith | Chief Financial Officer, Chief Accounting Officer, Secretary and Director (Principal Financial and Accounting Officer) | |
/s/ Mel G. Riggs Mel G. Riggs | Director | |
/s/ Charles W. Yates Charles W. Yates | Director | |
Stephen Straty | Director | |