As filed with the Securities and Exchange Commission on June 25, 2021
Registration No. 333-256228
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RENEW ENERGY GLOBAL PLC
(Exact Name of Registrant as Specified in Its Charter)
United Kingdom | 4911 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
C/O Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street,
18th floor
New York, New York 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sharon Lau Rajiv Gupta Latham & Watkins LLP 9 Raffles Place #42-02 Republic Plaza Singapore 048619 +65 6536-1161 | Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 | Scott V. Simpson Lorenzo Corte Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street London E14 5DS +44 20 7519 7040 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 for the share offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered | Amount to be registered(1)(2) | Proposed maximum offering price per unit(3) | Proposed maximum aggregate offering price | Amount of registration fee(4) | ||||
ReNew Global Class A Shares(5) | 34,500,000 | $9.88 | $340,860,000 | $37,187.83 | ||||
RMG II Adjusted Warrants to purchase ReNew Global Class A Shares(6) | 11,500,000 | |||||||
ReNew Global Class A shares issuable on exercise of RMG II Adjusted Warrants(7) | 12,555,227 | $11.87 | $149,074,000.49 | $16,263.97 | ||||
ReNew Global Class A Shares issuable under the 2021 Incentive Award Plan(8) | ||||||||
—Series 1 | 796,197 | $1.33 | $1,058,942.01 | $115.53 | ||||
—Series 2 | 653,844 | $1.75 | $1,144,227.00 | $124.84 | ||||
—Series 3 | 823,463 | $2.73 | $2,248,053.99 | $245.26 | ||||
—Series 4 | 7,715,402 | $4.53 | $34,950,771.06 | $3,813.13 | ||||
—Series 5 | 1,160,460 | $5.33 | $6,185,251.80 | $674.81 | ||||
—Series 6 | 248,670 | $5.33 | $1,325,411.10 | $144.60 | ||||
—Series 7 | 506,210 | $5.53 | $2,799,341.30 | $305.41 | ||||
—Series 8 | 91,179 | $5.56 | $506,955.24 | $55.31 | ||||
—Series 9 | 29,012 | $10.00 | $290,120.00 | $31.65 | ||||
—Series 10 | 53,007,223 | $10.00 | $530,072,230.00 | $57,830.88 | ||||
Total | 123,586,887 | $1,070,515,303.99 | $116,793.22(9) | |||||
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(1) | The number of Class A ordinary shares, nominal value of $0.0001, or “ReNew Global Class A Shares,” of ReNew Energy Global plc, or “ReNew Global” and warrants, or “RMG II Adjusted Warrants,” to purchase ReNew Global Class A Shares being registered is based upon an estimate of the maximum number of Class A ordinary shares, par value $0.0001, or “RMG II Class A Shares,” of RMG Acquisition Corporation II, or “RMG II,” that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one ReNew Global Class A Share. |
(2) | 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. |
(3) | In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of ReNew Global Class A Shares issued to RMG II security holders, the average of the high ($9.91) and low ($9.85) prices of the shares of ReNew Global Class A Shares on the Nasdaq Capital Market, or “Nasdaq,” on May 12, 2021, and (ii) in respect of RMG II Adjusted Warrants, the sum of (a) the average of the high ($1.39) and low ($1.29) prices for the warrants of RMG II, or the “RMG II Warrants,” on Nasdaq on May 12, 2021 and (b) $11.50, the exercise price of the RMG II Warrants, divided by 1.0917589, the number of ReNew Global Class A Shares to be issued in exchange for the exercise of an RMG II Adjusted Warrant, resulting in a combined maximum offering price per warrant of $11.90. The maximum number of RMG II Adjusted Warrants and ReNew Global Class A Shares issuable upon exercise of the RMG II Adjusted Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the RMG II Adjusted Warrants has been allocated to the underlying ReNew Global Class A Shares and those ReNew Global Class A Shares are included in the registration fee. |
(4) | Calculated pursuant to Rule 457 of the Securities Act of 1933, as amended, or the “Securities Act” by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091. |
(5) | Consists of ReNew Global Class A Shares issuable in exchange for outstanding RMG II Class A Shares, including RMG II Class A Ordinary Shares included in the outstanding units of RMG II, or “RMG II Units,” each RMG II Unit consisting of one RMG II Class A Share and one-third of one warrant of RMG II, each whole warrant to purchase one RMG II Class A Share at an exercise price of $11.50 per share, or “RMG II Warrants.” |
(6) | Consists of RMG II Adjusted Warrants held by those entities other than RMG Sponsor II, LLC, or “RMG Sponsor II.” |
(7) | Consists of the ReNew Global Class A Shares issuable upon exercise of the RMG II Adjusted Warrants held by those entities other than RMG Sponsor II. Each such RMG II Adjusted Warrant will entitle the warrant holder to purchase 1.0917589 ReNew Global Class A Shares at a price of $11.50 per 1.0917589 shares (subject to adjustment). |
(8) | Consists of ReNew Global Class A Shares issuable under the 2021 Incentive Award Plan. For more details on the plan see “Management of ReNew Global Following the Business Combination—2021 Incentive Award Plan.” |
(9) | Previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
ReNew Energy Global plc is filing this Amendment No. 2 to its registration statement on Form F-4 (File No. 333-256228) (the ‘‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
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* | To be filed by amendment |
# | Previously filed |
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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, in the state of New Delhi, India on the twenty fifth day of June 2021.
RENEW ENERGY GLOBAL PLC | ||
By: | /s/ Sumant Sinha | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Sumant Sinha, D. Muthukumaran, Samir Rambihari Rai and Sanjeev Bedi, each acting alone, his or her true and lawful attorneys-in-fact and agents, 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 sign this Registration Statement on Form F-4, or other appropriate form, and all amendments thereto, including post-effective amendments, of ReNew Energy Global plc, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Sumant Sinha | Director and Chief Executive Officer | June 25, 2021 | ||
/s/ Samir Rambihari Rai | Director | June 25, 2021 | ||
/s/ Sanjeev Bedi | Director | June 25, 2021 | ||
/s/ D.Muthukumaran | Chief Financial Officer | June 25, 2021 |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of ReNew Energy Global plc, has signed this registration statement in the City of New York, State of New York, on June 25, 2021.
By: | /s/ Colleen A. De Vries | |
Name: Colleen A. De Vries | ||
Title: Senior Vice-President on behalf of Cogency Global Inc. |
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