As filed with the Securities and Exchange Commission on June 21, 2022
Registration No. 333-257610
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
Reservoir Media, Inc.
Exact name of registrant as specified in its charter)
Delaware | 7900 | 83-3584204 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
75 Varick Street, 9th Floor
New York, New York 10013
(212) 675-0541
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Golnar Khosrowshahi
Chief Executive Officer
c/o Reservoir Media, Inc.
75 Varick Street, 9th Floor
New York, New York 10013
(212) 675-0541
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Huntington, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective
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: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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. x
This post-effective registration statement amends registration statement number 333-259336.
Indicate by checkmark 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 | x | Smaller reporting company | x | |
Emerging growth company | x |
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. ¨
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333- 257610) is being filed to include as an exhibit Deloitte & Touche LLP’s consent to the use of its report dated June 21, 2022, with respect to the consolidated financial statements of Reservoir Media, Inc. and its subsidiaries included in the Prospectus Supplement No. 12 dated June 21, 2022 filed pursuant to Rule 424(b)(3).
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The following exhibits are filed as part of this Registration Statement or incorporated by reference herein: |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. |
* | Previously filed. |
** | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on June 21, 2022.
RESERVOIR MEDIA, INC. | |||
By: | /s/ Golnar Khosrowshahi | ||
Name: | Golnar Khosrowshahi | ||
Title: | Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Golnar Khosrowshahi and Jim Heindlmeyer, acting alone or together with another attorney-in-fact, as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the SEC any and all amendments (including post-effective amendments) to this Registration Statement, together with all schedules and exhibits thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on, sign and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, or any of their respective substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ Golnar Khosrowshahi Golnar Khosrowshahi | Chief Executive Officer and Director (Principal Executive Officer) | June 21, 2022 | ||||
/s/ Jim Heindlmeyer Jim Heindlmeyer | Chief Financial Officer (Principal Financial and Accounting Officer) | June 21, 2022 | ||||
/s/ Rell Lafargue Rell Lafargue | President Chief Operating Officer and Director | June 21, 2022 | ||||
/s/ Stephen M. Cook Stephen M. Cook | Director | June 21, 2022 | ||||
/s/ Helima Croft Helima Croft | Director | June 21, 2022 | ||||
/s/ Ezra S. Field Ezra S. Field | Chair of the Board of Director | June 21, 2022 | ||||
/s/ Neil de Gelder Neil de Gelder | Director | June 21, 2022 | ||||
/s/ Jennifer G. Koss Jennifer G. Koss | Director | June 21, 2022 | ||||
/s/ Adam Rothstein Adam Rothstein | Director | June 21, 2022 | ||||
/s/ Ryan P. Taylor Ryan P. Taylor | Director | June 21, 2022 | ||||