S-1MEF 1 fs1mef2018_thunderbridge.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on June 18, 2018.

Registration No. 333- 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

Thunder Bridge Acquisition, Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   N/A
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Telephone: (202) 431-0507

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Gary A. Simanson
9912 Georgetown Pike
Suite D203
Great Falls, Virginia 22066
Telephone: (202) 431-0507

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. 
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
  David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
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, 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 Exchange Act.

 

Large accelerated filer  ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☐
(Do not check if a 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 redeemable warrant(2)   2,875,000   $10.00   $28,750,000   $3,579.38 
Class A ordinary shares included as part of the units(3)   2,875,000             
Redeemable warrants included as part of the units(4)   2,875,000             
Total            $28,750,000   $3,579.38(5)

 

 
(1)Estimated solely for the purpose of calculating the registration fee.
(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-224581).
(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 splits, share capitalizations 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 $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-224581), which was declared effective by the Securities and Exchange Commission on June 18, 2018. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

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 2,875,000 additional units of Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-224581) (the “Prior Registration Statement”), initially filed by the Registrant on May 1, 2018 and declared effective by the Securities and Exchange Commission on June 18, 2018. The required opinions of counsel 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.

 

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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 Registration Statement on Form S-1 (SEC File No. 333-224581) 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    
No.   Description
     
5.1   Opinion of Maples and Calder
     
5.2   Opinion of Ellenoff Grossman & Schole LLP
     
23.1   Consent of Grant Thornton LLP
     
23.2   Consent of Maples and Calder (included in Exhibit 5.1)
     
23.3   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
     
24   Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-224581) filed on May 1, 2018)

 

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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 Town of Great Falls, State of Virginia, on the 18th day of June, 2018.

 

  Thunder Bridge Acquisition, Ltd.
     
  By: /s/ Gary A. Simanson
    Name: Gary A. Simanson
    Title: President and 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 on June 18, 2018.

 

Name   Position
     

/s/ Gary A. Simanson

  President, Chief Executive Officer and Director
Gary A. Simanson   (Principal Executive Officer)
     

/s/ William A. Houlihan

  Chief Financial Officer
William A. Houlihan   (Principal Financial and Accounting Officer)

 

Authorized Representative in the
United States:

 

 

/s/ Gary A. Simanson

 
Name:  Gary A. Simanson  
Title: President, Chief Executive Officer and Director  
Date: June 18, 2018  

 

 

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