S-1MEF 1 d148946ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on November 9, 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

 

 

Ascendant Digital Acquisition Corp. III

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands

(State or other jurisdiction of
incorporation or organization)

  

6770

(Primary Standard Industrial
Classification Code Number)

  

N/A

(I.R.S. Employer
Identification Number)

667 Madison Avenue

5th Floor

New York, New York 10065

Telephone: (212) 209-6126

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

 

 

Edward Truitt

Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

(302) 731-1612

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

 

 

 

Copies to:

Joel L. Rubinstein

Elliott M. Smith

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Tel: (212) 819-8200

   Matthew Gardner
Michael Johns
Maples and Calder
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Tel: (345) 949-8066		  

Gregg A. Noel

Skadden, Arps, Slate,

Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Tel: (650) 470-4500

   

Pranav Trivedi

Skadden, Arps, Slate, Meagher & Flom LLP

40 Bank Street, Canary Wharf

London E14 5DS

United Kingdom

Tel: +44 (20) 7519 7000

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.  ☒    333-255349

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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)

   1,265,000 Units   $10.00   $12,650,000   $1,172.66

Class A ordinary shares included as part of the units(3)

   1,265,000 Shares   —   —   —(4)

Redeemable warrants included as part of the units(3)

   632,500 Warrants   —   —   —(4)

Class A ordinary shares underlying warrants included as part of the units

   632,500 Shares   $11.50(5)   $7,273,750   $674.28

Total

           $19,923,750   $1,846.94(6)

 

 

(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. 333-255349).

(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)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the price of the warrants.

(6)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $452,812,500 on its Registration Statement on Form S-1, as amended (File No. 333-255349), which was declared effective by the Securities and Exchange Commission on November 9, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $19,923,750 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 (i) 1,265,000 additional units of Ascendant Digital Acquisition Corp. III (the “Registrant”), each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, and (ii) 632,500 additional Class A ordinary shares underlying the warrants included in such units, in each case 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 Class A ordinary share 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. 333-255349) (the “Prior Registration Statement”), initially filed by the Registrant on April 19, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on November 9, 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 November 10, 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 November 10, 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. 333-255349) 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.
  5.2    Opinion of Maples and Calder.
23.1    Consent of WithumSmith+Brown, PC.
23.2    Consent of White & Case LLP (included in Exhibit 5.1).
23.2    Consent of Maples and Calder (included in Exhibit 5.2).

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 9th day of November, 2021.

 

ASCENDANT DIGITAL ACQUISITION CORP. III
By:   /s/ Mark Gerhard
  Name: Mark Gerhard
  Title:   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 and on the dates indicated.

 

Name

   

Position

  

Date

/s/ Mark Gerhard   

Chief Executive Officer and Director

(Principal Executive Officer)

   November 9, 2021
Mark Gerhard  
/s/ Riaan Hodgson   

Chief Operating Officer and Director

(Principal Financial and Accounting Officer)

   November 9, 2021
Riaan Hodgson  
/s/ David Gomberg   

President and Director

   November 9, 2021
David Gomberg  
/s/ Mickie Rosen   

Director

   November 9, 2021
Mickie Rosen  
/s/ Michael Jesselson   

Director

   November 9, 2021
Michael Jesselson  
/s/ Diane Nelson   

Director

   November 9, 2021
Diane Nelson  
/s/ Robert Foresman   

Director

   November 9, 2021
Robert Foresman