As confidentially submitted to the U.S. Securities and Exchange Commission on June 28, 2021. This draft registration statement has not been filed, publicly or
otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential.
No. 333-
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Emerging Markets Horizon Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 98-1607027 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
30 Ekaterinis Kornarou street, 3rd floor
Stovolos 2024
Nicosia, Cyprus
Tel: +357 22 150494
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Donald J. Puglisi, Esq.
Puglisi & Associates
850 Library Avenue #204
Newark, Delaware 19711
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Jeffrey C. Cohen Matthew S. Poulter Linklaters LLP 1290 Avenue of the Americas New York, New York 10104 Tel: (212) 903-9000 | Pierre-Marie Boury David Gottlieb Cleary Gottlieb Steen & Hamilton LLP 2 London Wall Place London EC2Y 5AU, United Kingdom Tel: +44 20 7614 2200 |
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, as amended (the “Securities Act”) 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, 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 Securities Exchange Act of 1934, as amended (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 per Security(1) | | | | | Proposed Maximum Aggregate Offering Price(1) | | | | | Amount of Registration Fee | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant to acquire one Class A ordinary share(2) | | | 28,750,000 units | | | | $ | 10.00 | | | | | $ | 287,500,000.00 | | | | | $ | 31,366.25 | |
Class A ordinary shares included as part of the units(3) | | | 28,750,000 shares | | | | | — | | | | | | — | | | | | | — | (4) |
Redeemable warrants to acquire one Class A ordinary share included as part of the units(3) | | | 9,583,333 warrants | | | | | — | | | | | | — | | | | | | — | (4) |
Total | | | | | | | | | | | | $ | 287,500,000.00 | | | | | $ | 31,366.25 | |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,250,000 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 offered or issued to prevent dilution resulting from share sub-divisions, share capitalizations, 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 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
This Amendment No. 1 to the draft registration statement on Form S-1 of Emerging Markets Horizon Corp. is an exhibits-only submission to file certain exhibits incorporated by reference in Item 16(a) of Part II of the registration statement and to restate the exhibit index incorporated by reference in Item 16(a). Accordingly, this Amendment No. 1 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
| Exhibit No. | | Description |
| 1.1 | | Form of Underwriting Agreement.* |
| | | |
| 3.1 | | Memorandum and Articles of Association.* |
| | | |
| 3.2 | | Form of Amended and Restated Memorandum and Articles of Association.* |
| | | |
| 4.1 | | Specimen Unit Certificate.* |
| | | |
| 4.2 | | Specimen Class A Ordinary Share Certificate.* |
| | | |
| 4.3 | | Specimen Warrant Certificate (included on Exhibit 4.4).** |
| | | |
| 4.4 | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** |
| | | |
| 5.1 | | Opinion of Linklaters LLP.* |
| | | |
| 5.2 | | Opinion of Walkers, Cayman Islands Legal Counsel to the Registrant.* |
| | | |
| 10.1 | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* |
| | | |
| 10.2 | | Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.* |
| | | |
| 10.3 | | Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* |
| | | |
| 10.4 | | Form of Indemnity Agreement.* |
| | | |
| 10.5 | | Form of Administrative Services Agreement between the Registrant and the Sponsor.* |
| | | |
| 10.6 | | Promissory Note, dated as of May 13, 2021, between the Registrant and the Sponsor.* |
| | | |
| 10.7 | | Securities Subscription Agreement, dated May 11, 2021, between the Registrant and the Sponsor.* |
| | | |
| 10.8 | | Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.* |
| | | |
| 23.1 | | Consent of Marcum LLP.* |
| | | |
| 23.2 | | Consent of Linklaters LLP (included on Exhibit 5.1).* |
| | | |
| 23.3 | | Consent of Walkers (included on Exhibit 5.2).* |
| | | |
| 24 | | Power of Attorney (included on signature page to the initial filing of this Registration Statement). |
| | | |
| 99.1 | | Consent of Enrique Fernández Aisa.* |
| | | |
| 99.2 | | Consent of Jean-Pierre Thomas.* |
* | To be filed by amendment. |
** | Filed herewith. |
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 , , on the th day of , 2021.
| Emerging Markets Horizon Corp. |
| |
|
| By: |
|
| | | |
| Name: | Riccardo Orcel |
| | | |
| Title: | Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Riccardo Orcel and Bernard Abdelmalak, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 |
| | | | | |
| | | Chief Executive Officer and Director
(Principal Executive Officer) | | , 2021 |
| Riccardo Orcel | |
| | | | | |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) | | , 2021 |
| Bernard Abdelmalak | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Emerging Markets Horizon Corp., in the City of Newark, Delaware, on the th day of , 2021.
| By: | |
| | | |
| Name: | Donald J. Puglisi |
| | | |
| Title: | Authorized Representative |
