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Independence (ACQR)

Filed: 8 Mar 21, 9:36pm

As filed on March 8, 2021 with the U.S. Securities and Exchange Commission.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

Independence Holdings Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands 6770 98-1572684
(State or other jurisdiction of
incorporation or organization)
 (Primary Standard Industrial
Classification Code Number)
 (I.R.S. Employer
Identification Number)

277 Park Avenue

29th floor, Suite B

New York, NY 10172

(212) 704-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Steven J. McLaughlin

Eugene Yoon

Co-Chairmen

277 Park Avenue

29th floor, Suite B

New York, NY 10172

(212) 704-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Jonathan H. Deblinger, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

(212) 370-1300

 

Derek J. Dostal

Byron B. Rooney

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 11017

(212) 450-4000

 

 

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.  ☒ 333-253095

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 fifth of one redeemable warrant(2)

 4,025,000 Units $10.00 $40,250,000 $4,391.28

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

 4,025,000 Shares —   —   —  (4)

Redeemable warrants included as part of the units(3)

 805,000 Warrants —   —   —  (4)

Total

     $40,250,000 $4,391.28(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. 333-253095).

(3)

Pursuant to Rule 416(a), 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)

No fee pursuant to Rule 457(g).

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $460,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-253095), which was declared effective by the Securities and Exchange Commission on March 8, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $40,250,000 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 4,025,000 additional units of Independence Holdings Corp., a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-fifth 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 certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-253095) (the “Prior Registration Statement”), initially filed by the Registrant on February 12, 2021 and declared effective by the Securities and Exchange Commission on March 8, 2021. 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.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (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 March 9, 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 March 9, 2021.

 


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. 333-253095) 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 (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant
5.2  

Opinion of Ellenoff Grossman & Schole LLP

23.1  

Consent of Marcum LLP

23.2  

Consent of Maples and Calder (Cayman) LLP (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. 333-253095), filed on February 12, 2021.

 

 


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 City of New York, State of New York, on the 8th of March, 2021.

 

INDEPENDENCE HOLDINGS CORP.
By: John Lawrence Furlong
 John Lawrence Furlong
 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/ John Lawrence Furlong

John Lawrence Furlong

  

Chief Executive Officer

(principal executive officer)

 March 8, 2021

/s/ Jaskaran Heir

Jaskaran Heir

  

Chief Financial Officer

(principal financial and accounting officer)

 March 8, 2021

/s/ Steven J. McLaughlin

Steven J. McLaughlin

  

Co-Chairman

 March 8, 2021

/s/ Eugene Yoon

Eugene Yoon

  

Co-Chairman

 March 8, 2021