Filed with the U.S. Securities and Exchange Commission on April 19, 2021
under the Securities Act of 1933, as amended.
Registration No. 333-254532
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arena Fortify Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | | 6770 | | 86-2228751 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
405 Lexington Avenue, 59th Floor
New York, NY 10174
212-612-3205
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Daniel Zwirn
Chief Executive Officer
405 Lexington Avenue, 59th Floor
New York, NY 10174
212-612-3205
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| | |
Julian J. Seiguer Kirkland & Ellis LLP 609 Main Street
Houston, Texas 77002
Tel: (713) 836-3600
Fax: (713) 836-3601 | | E. Ramey Layne Alan Beck Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 Tel: (713) 758-2222 |
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, 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. (Check one):
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 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 one third of one redeemable warrant(2) | | 23,000,000 Units | | $ | 10.00 | | | $ | 230,000,000 | | | $ | 25,093 | |
Shares of Class A common stock included as part of the units(3) | | 23,000,000 Shares | | | — | | | | — | | | —(4) | |
Redeemable warrants included as part of the units(3) | | 7,666,667 Warrants | | | — | | | | — | | | —(4) | |
Shares of Class A common stock underlying redeemable warrants(3) | | 7,666,667 Warrants | | $ | 11.50 | | | $ | 88,166,670.50 | | | 9,619 | |
Total | | | | | | | | $ | 318,166,670.50 | | | $ | 34,711(5) | |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,000,000 redeemable 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) under the Securities Act, 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) under the Securities Act. |
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
Arena Fortify Acquisition Corp. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-254532) 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. Exhibit and Financial Statement Schedules.
| (a) | The exhibit index is incorporated herein by reference. |
EXHIBIT INDEX
Exhibit | | Description |
1.1 | | Form of Underwriting Agreement** |
1.2 | | Form of Business Combination Marketing Agreement** |
3.1 | | Certificate of Incorporation* |
3.2 | | Form of Amended and Restated Certificate of Incorporation** |
3.3 | | Bylaws* |
3.4 | | Form of Amended and Restated Bylaws** |
4.1 | | Specimen Unit Certificate** |
4.2 | | Specimen Class A Common Stock Certificate** |
4.3 | | Specimen Warrant Certificate** |
4.4 | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant** |
5.1 | | Opinion of Kirkland & Ellis LLP** |
10.1 | | Promissory Note, dated February 22, 2021, issued to Arena Fortify Sponsor LLC* |
10.2 | | Forms of Letter Agreement between the Registrant and Arena Fortify Sponsor LLC, Cowen Investments II LLC and Intrepid Financial Partners, L.L.C. and Letter Agreement between the Registrant and its officers and directors** |
10.3 | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant** |
10.4 | | Form of Registration and Stockholder Rights Agreement among the Registrant and certain security holders** |
10.5 | | Securities Subscription Agreement, dated February 22, 2021, between the Registrant and Arena Fortify Sponsor LLC** |
10.6 | | Securities Purchase Agreement, dated March 19, 2021, between Arena Fortify Sponsor LLC and Cowen Investments II LLC** |
10.7 | | Securities Purchase Agreement, dated March 19, 2021, between Arena Fortify Sponsor LLC and Intrepid Financial Partners, L.L.C.** |
10.8 | | Form of Private Placement Warrants Purchase Agreement between the Registrant and Arena Fortify Sponsor LLC** |
10.9 | | Form of Private Placement Warrants Purchase Agreement between the Registrant and Cowen Investments II LLC** |
10.10 | | Form of Private Placement Warrants Purchase Agreement between the Registrant and Intrepid Financial Partners, L.L.C.** |
10.11 | | Forms of Indemnity Agreements** |
23.1 | | Consent of Marcum LLP** |
23.2 | | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)** |
24.1 | | Power of Attorney (included on the signature page to the initial filing of this Registration Statement)* |
*** | To be filed by amendment.
|
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, State of New York, on the 19th day of April, 2021.
ARENA FORTIFY ACQUISITION CORP. | |
| | |
By: | /s/ Daniel Zwirn | |
| Daniel Zwirn | |
| Chief Executive Officer and Director | |
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 below on April 19, 2021.
Name | | Position | | Date |
| | | | |
/s/ Daniel Zwirn | | Chief Executive Officer and Director | | April 19, 2021 |
Daniel Zwirn | | (Principal Executive Officer) | | |
| | | | |
* | | Chief Financial Officer and Director | | April 19, 2021 |
Kieran Goodwin | | (Principal Financial and Accounting Officer) | | |
| | | | |
* | | Director | | April 19, 2021 |
Franklin S. Edmonds, Jr. | | | | |
| | | | |
* | | Director | | April 19, 2021 |
Marc McCarthy | | | | |
| | | | |
* | | Director | | April 19, 2021 |
James Crockard III | | | | |
*By: | /s/ Daniel Zwirn |
| Daniel Zwirn Attorney-in-Fact |
