S-1MEF 1 tm2115201d15_s1mef.htm S-1MEF

 

As filed with the Securities and Exchange Commission on November 8, 2021

    No. 333-    

 
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549  

 

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Green Visor Financial Technology Acquisition Corp. I
(Exact name of registrant as specified in its charter)

 

Cayman Islands

(State or other jurisdiction of incorporation

or organization)

6770

(Primary Standard Industrial

Classification Code Number)

 98-1596617
(I.R.S. Employer Identification No.)
     

88 Kearny Street, Suite 850

San Francisco, CA 94108

(650) 489-6697
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Richard Kim

88 Kearny Street, Suite 850

San Francisco, CA 94108

(650) 489-6697

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Mark A. Brod, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Tel: (212) 455-2000

Daniel N. Webb, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

Tel: (650) 251-5000

Jonathan Ko, Esq.

Paul Hastings LLP

515 South Flower Street

Twenty-Fifth Floor

Los Angeles, California 90071

Tel: (213) 683-6000

 

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 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. x File No. 333- 260199
 
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 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. ¨
           

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered		  Amount
to be Registered(1)		  Proposed Maximum
Offering Price
Per Unit(2)		  Proposed Maximum
Aggregate
Offering Price (2)		  Amount of
Registration Fee (5)
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant  2,760,000 units  $ 10.00  $ 27,600,000  $ 2,559
Class A ordinary shares included as part of the units(3)  2,760,000 shares  —  —  —(4)
Redeemable warrants included as part of the units(3)  1,380,000 warrants  —  —  —(4)
Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units  1,380,000 shares  $ 11.50  $ 15,870,000  $ 1,472
Total        $ 43,470,000  $ 4,031

 

(1)  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. 333-260199).

 

(2)  Estimated solely for the purpose of calculating the registration fee.

 

(3)  Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or 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 $271,687,500 on its Registration Statement on Form S-1, as amended (File No. 333-260199), which was declared effective by the Securities and Exchange Commission on November 8, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $43,470,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters' option to purchase additional units.

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,760,000 additional units of Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-half 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 Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260199) (the “Prior Registration Statement”), initially filed by the Registrant on October 12, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on November 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 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 November 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 November 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 Prior Registration Statement on Form S-1 (SEC File No. 333-260199) 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    Description
     
5.1   Opinion of Simpson Thacher & Bartlett LLP.
     
5.2   Opinion of Walkers, Cayman Islands legal counsel to the Registrant.
     
23.1   Consent of Marcum LLP.
     
23.2   Consent of Simpson Thacher & Bartlett LLP (included on Exhibit 5.1).
     
23.3   Consent of Walkers (included on Exhibit 5.2).
     
24   Power of Attorney (included on signature page to the Registrant's Prior Registration Statement (File No. 333-260199) filed on October 12, 2021).

 

II-1

 

 

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 8th day of November 2021.

 

  GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I
     
  By: /s/ Richard Kim
    Name: Richard Kim
    Title: Vice President and Chief Financial 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 indicated below on November 8, 2021.

 

Name   Position
     
*   Chief Executive Officer and Chairman of the Board
JOSEPH W. SAUNDERS   (Principal Executive Officer)
     
*   Executive Vice President and Director
MARY ELLEN RICHEY    
     
/s/ Richard Kim   Vice President and Chief Financial Officer
RICHARD KIM   (Principal Financial and Accounting Officer)
     

 

*By: /s/ Richard Kim  
  Name: Richard Kim  
  Title: Attorney-in-Fact