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LTVA LTV Capital Partners I

Filed: 1 Jun 21, 9:41pm
As filed with the U.S. Securities and Exchange Commission on June 1, 2021
No. 333-255987
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amdendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LTV Capital Partners I
(Exact name of registrant as specified in its charter)
Cayman Islands677098-1588637
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
51 Inyo Place
Redwood City, CA 94061
(917) 410-3130
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sukhinder Singh Cassidy
Chief Executive Officer
51 Inyo Place
Redwood City, CA 94061
(917) 410-3130
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Christian O. Nagler
Sean T. Wheeler, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Erika L. Weinberg
Adam V. Johnson
Latham & Watkins, LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1297
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, as amended (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. ☐
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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. ☐
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 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
LTV Capital Partners I is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-255987) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) 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 16.   Exhibits and Financial Statement Schedules.
(a)
The Exhibit Index preceding the signature page of this registration statement is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No.Description
1.1Form of Underwriting Agreement.*
3.1Memorandum and Articles of Association.
3.2Form of Amended and Restated Memorandum and Articles of Association.*
4.1Specimen Unit Certificate.†
4.2Specimen Class A Ordinary Share Certificate.†
4.3Specimen Warrant Certificate.†
4.4Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.†
5.1Opinion of Kirkland & Ellis LLP.*
5.2Opinion of Walkers, Cayman Islands Counsel to the Registrant.
10.1Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.†
10.2Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.†
10.3Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.†
10.4Form of Indemnity Agreement.†
10.5Form of Administrative Services Agreement between the Registrant and the Sponsor.†
10.6Promissory Note, dated as of March 12, 2021, between the Registrant and the Sponsor.
10.7Securities Subscription Agreement, dated March 12, 2021, between the Registrant and the Sponsor.
10.8Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.†
23.1Consent of Marcum LLP.
23.2Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
23.3Consent of Walkers (included on Exhibit 5.2).
24Power of Attorney (included on signature page to the initial filing of this Registration Statement).†
99.1Consent of director nominee (Philip Marineau).†
99.2Consent of director nominee (Theresia Gouw).†
99.3Consent of director nominee (Miriam Rivera).†
*
Filed herewith.

Previously filed.
 
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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 Atherton, State of California, on the 1st day of June, 2021.
LTV CAPITAL PARTNERS I
By:
/s/ Sukhinder Singh Cassidy
Name:
Sukhinder Singh Cassidy
Title:
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.
NamePositionDate
/s/ Sukhinder Singh Cassidy
Sukhinder Singh Cassidy
Chief Executive OfficerJune 1, 2021
*
Dan McCormick
Chief Financial OfficerJune 1, 2021
*
Jeffrey T. Housenbold
Chairman of the BoardJune 1, 2021
*
Theresia Gouw
DirectorJune 1, 2021
*
Philip Marineau
DirectorJune 1, 2021
*
Miriam Rivera
DirectorJune 1, 2021
*By: /s/ Sukhinder Singh Cassidy
Sukhinder Singh Cassidy
Attorney-in-Fact
 
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