S-1/A 1 tm2024791-5_s1.htm FORM S-1/A tm2024791-5_s1 - none - 1.3369654s
Filed with the U.S. Securities and Exchange Commission on August 11, 2020 under the Securities Act of 1933, as amended.
No. 333-240267
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAR PEAK ENERGY TRANSITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
85-1972187
(I.R.S. Employer
Identification No.)
1603 Orrington Avenue, 13th Floor
Evanston, Illinois 60201
(847) 905 4500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eric Scheyer
Chief Executive Officer
1603 Orrington Avenue, 13th Floor
Evanston, Illinois 60201
(847) 905 4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler
Peter S. Seligson
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446 4800
Fax: (212) 446 4900
Matthew Pacey
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
Tel: (713) 836 3600
Fax: (713) 836 3601
Derek J. Dostal
Deanna L. Kirkpatrick
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450 4000
Approximate date of commencement of proposed sale to the public: As soon as practicable 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: ☐
If this Form is filed to registered 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. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount
to be Registered
Proposed Maximum
Offering Price
Per Unit(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 third of one warrant(1)
40,250,000 Units
$ 10.00 $ 402,500,000 $ 52,244.50
Shares of Class A common stock included as part of the units(2)
40,250,000 Shares
(4)
Warrants included as part of the units(3)
13,416,667 Warrants
(4)
Total
$ 402,500,000 $ 52,244.50(5)
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 5,250,000 units, consisting of 5,250,000 shares of Class A common stock and 1,750,000 warrants, which may be issued upon exercise of a 45 day option granted to the underwriters to cover over allotments, if any.
(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)
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 this 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
Star Peak Energy Transition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-240267) 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 exhibits index to 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 list of exhibits immediately preceding the signature page of this registration statement is incorporated herein by reference.
 
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EXHIBIT INDEX
Exhibit
Number
Description
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Registrant.
3.2 First Certificate of Amendment of the Certificate of Incorporation of the Registrant.
3.3 Second Certificate of Amendment of the Certificate of Incorporation of the Registrant.
3.4 Third Certificate of Amendment of the Certificate of Incorporation of the Registrant.
3.5 Form of Amended and Restated Certificate of Incorporation.
3.6 Form of Second Amended and Restated Bylaws.
4.1 Specimen Unit Certificate.
4.2 Specimen Class A Common Stock Certificate.
4.3 Specimen Warrant Certificate.
4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1 Opinion of Kirkland & Ellis LLP.
10.1 Second Amended and Restated Promissory Note, dated July 10, 2020, issued to the sponsor by the Registrant.
10.2 Form of Letter Agreement among the Registrant, its officers and directors and the sponsor.
10.3 Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.4 Form of Registration and Stockholder Rights Agreement among the Registrant, sponsor and the other parties thereto.
10.5
10.6 Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.
10.7 Form of Indemnification Agreement.
10.8 Form of Administrative Services Agreement between the Registrant and the sponsor.
23.1 Consent of WithumSmith+Brown, PC.*
23.2 Consent of Kirkland & Ellis LLP (to be included in Exhibit 5.1).
24 Power of Attorney*
99.1 Consent of Alec Litowitz.*
99.2 Consent of C. Park Shaper.*
99.3 Consent of Desirée Rogers.*
*
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 New York, New York on the 11th day of August, 2020
Star Peak Energy Transition Corp.
By:
/s/ Eric Scheyer
Eric Scheyer
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
*
Michael C. Morgan
Chairman of the Board of Directors August 11, 2020
/s/ Eric Scheyer
Eric Scheyer
Chief Executive Officer and Director (Principal Executive Officer) August 11, 2020
*
Michael D. Wilds
Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer) August 11, 2020
*
Adam E. Daley
Director August 11, 2020
*By:  
/s/ ERIC SCHEYER
Eric Scheyer
Attorney-in-fact
 
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