S-1MEF 1 d851551ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on January 7, 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

 

 

Empowerment & Inclusion Capital I Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   13-4055608
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

340 Madison Avenue

New York, NY 10173

(212) 468-8655

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

 

 

Harold Ford Jr.

Empowerment & Inclusion Capital I Corp.

340 Madison Avenue

New York, NY 10173

(212) 468-8655 (Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Joel L. Rubinstein

Elliott M. Smith

Rupa Briggs

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Tel: (212) 819-8200

  

Christian O. Nagler

Peter Seligson

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 466-4800

 

 

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.  ☒ 333-251613

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.

 

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-half of one redeemable warrant(2)

   4,600,000 Units   $10.00   $46,000,000   $5,018.60

Shares of Class A common stock included as part of the units(3)

   4,600,000 Shares   —   —   —(4)

Redeemable warrants included as part of the units(3)

   2,300,000 Warrants   —   —   —(4)

Total

           $46,000,000   $5,018.60(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. 333-251613).

(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 stock splits, stock dividends or similar transactions.

(4)

Pursuant to Rule 457(g) under the Securities Act, no additional fee.

(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. 333-251613), which was declared effective by the Securities and Exchange Commission on January 7, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $46,000,000 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 4,600,000 additional units of Empowerment & Inclusion Capital I Corp. (the “Registrant”), each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half 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. 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. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251613) (the “Prior Registration Statement”), initially filed by the Registrant on December 22, 2020, as amended, and declared effective by the Securities and Exchange Commission (the “Commission”) on January 7, 2021. The required opinion of counsel and related consent 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.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 8, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 8, 2021.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

(a) All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-251613) 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 White & Case LLP.
23.1    Consent of WithumSmith+Brown, PC.
23.2    Consent of White & Case LLP (included in Exhibit 5.1).
24    Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-251613) filed on December 22, 2020).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of January, 2021.

 

EMPOWERMENT & INCLUSION CAPITAL I CORP.

By:

  

/s/ Harold Ford Jr.

 

Name: Harold Ford Jr.

 

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

/s/ Harold Ford Jr.

Harold Ford Jr.

    Chairman and Chief Executive Officer
(Principal Executive Officer)		   January 7, 2021

*

Virginia Henkels

    Chief Financial Officer
(Principal Financial and Accounting Officer)		   January 7, 2021

*

Laura L. Long

    Director   January 7, 2021

/s/ Richard K. Bynum

Richard K. Bynum

    Director   January 7, 2021

/s/ Stephanie M. Phillipps

Stephanie M. Phillipps

    Director   January 7, 2021

/s/ Marjorie Rodgers Cheshire

Marjorie Rodgers Cheshire

    Director   January 7, 2021

/s/ Gagan Singh

Gagan Singh

    Director   January 7, 2021

/s/ Margaret B. Smith

Margaret B. Smith

    Director   January 7, 2021

/s/ Toni Townes-Whitley

Toni Townes-Whitley

    Director   January 7, 2021

/s/ Andrea L. Zopp

Andrea L. Zopp

    Director   January 7, 2021

 

*By:

  

/s/ Harold Ford Jr.

 

Harold Ford Jr.

 

Attorney-in-Fact