As filed with the Securities and Exchange Commission on March 25, 2022
Registration No. 333-258186
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mister Car Wash, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 7542 | 47-1393909 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
222 E 5th Street
Tucson, Arizona 85705
(520) 615-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jedidiah Gold, Chief Financial Officer
222 E 5th Street
Tucson, Arizona 85705
(520) 615-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Howard Sobel
Gregory P. Rodgers
Benjamin J. Cohen
Drew Capurro
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
Approximate date of commencement of proposed sale to the public: From time to time 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 (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. ☒ (333-259790)
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 | ☐ | |||
| 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. ☐
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Mister Car Wash, Inc. (File No. 333-258186), initially filed on July 27, 2021 and declared effective by the Securities and Exchange Commission on July 29, 2021 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file the consent of Deloitte & Touche LLP with respect to its report dated March 25, 2022 relating to the financial statements of Mister Car Wash, Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2021, filed herewith as Exhibit 23.1, and powers of attorney signed by Ronald Kirk and Veronica Rogers, respectively (collectively, the “Exhibits”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Part II-INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
| Exhibit No. |
Description | |
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | |
| 24.2* | Power of Attorney relating to Ronald Kirk. | |
| 24.3* | Power of Attorney relating to Veronica Rogers. | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tucson, State of Arizona, on this 25th day of March, 2022.
| Mister Car Wash, Inc. | ||
| By: | /s/ Jedidiah Gold | |
| Jedidiah Gold Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.
| Signature |
Title |
Date | ||
| * John Lai |
Chief Executive Officer and Director (Principal Executive Officer) |
March 25, 2022 | ||
| /s/ Jedidiah Gold Jedidiah Gold |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 25, 2022 | ||
| * John Danhakl |
Director | March 25, 2022 | ||
| * Jonathan Seiffer |
Director | March 25, 2022 | ||
| * J. Kristofer Galashan |
Director | March 25, 2022 | ||
| * Jeffrey Suer |
Director | March 25, 2022 | ||
| * Jodi Taylor |
Director | March 25, 2022 | ||
| * Dorvin Lively |
Director | March 25, 2022 | ||
| * Susan Docherty |
Director | March 25, 2022 | ||
| /s/ Veronica Rogers Veronica Rogers |
Director | March 25, 2022 | ||
| /s/ Ronald Kirk Ronald Kirk |
Director | March 25, 2022 | ||
| *By: | /s/ Jedidiah Gold Jedidiah Gold Attorney-in-fact |
March 25, 2022 | ||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in Registration Statement No. 333-258186 on Form S-1 of our report dated March 25, 2022, relating to the financial statements of Mister Car Wash, Inc., appearing in the Prospectus Supplement, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
March 25, 2022
Exhibit 24.2
MISTER CAR WASH, INC.
Power of Attorney
I hereby constitute and appoint each of John Lai and Jedidiah Gold, acting alone or together with another attorney-in-fact, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to Mister Car Wash, Inc.’s Registration Statement on Form S-1 (File No. 333-258186) (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), 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, and each of them, 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 I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 24, 2022.
| By: | /s/ Ronald Kirk | |||
| Name: | Ronald Kirk |
Exhibit 24.3
MISTER CAR WASH, INC.
Power of Attorney
I hereby constitute and appoint each of John Lai and Jedidiah Gold, acting alone or together with another attorney-in-fact, as my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to Mister Car Wash, Inc.’s Registration Statement on Form S-1 (File No. 333-258186) (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), 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, and each of them, 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 I might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 24, 2022.
| By: | /s/ Veronica Rogers | |||
| Name: | Veronica Rogers |