S-1/A 1 fs12019a1_unionacquisition2.htm AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on October 8, 2019.

Registration No. 333-233988

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

UNION ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

 

 

 

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

 

509 Madison Ave, Ninth Floor
New York, NY 10022
(212) 981-0630
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Kyle P. Bransfield, Chief Executive Officer
Union Acquisition Corp. II
509 Madison Ave, Ninth Floor
New York, NY 10022
(212) 981-0630

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

 

 

 

Copies to:

 

David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212) 818-8800
 

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 370-1300

 

 

 

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. ☐

 

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 ordinary share, $.0001 par value, and one Redeemable Warrant(2)   20,125,000 Units   $ 10.00     $ 201,250,000     $ 24,391.50  
Ordinary shares included as part of the Units(2)   20,125,000 Shares                 (3)
Redeemable Warrants included as part of the Units(2)   20,125,000 Warrants                 (3)
Total               $ 201,250,000     $ 24,391.50 (4)

 

 

(1)Estimated solely for the purpose of calculating the registration fee.
(2)Includes 2,625,000 Units, 2,625,000 ordinary shares and 2,625,000 Redeemable Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.
(3)No fee pursuant to Rule 457(g).
(4) 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This amendment is being filed solely to include certain exhibits to the Registration Statement.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

 

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

Initial Trustees’ fee   $ 1,000 (1)
SEC Registration Fee     24,392  
FINRA filing fee     30,688  
Accounting fees and expenses     40,000  
Nasdaq listing fees     75,000  
Printing and engraving expenses     40,000  
Directors & Officers liability insurance premiums     80,000 (2)
Legal fees and expenses     275,000  
Miscellaneous     183,920 (3)
Total   $ 750,000  

 

 
(1)In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company fees for acting as trustee, as transfer agent of the registrant’s ordinary shares, as warrant agent for the registrant’s warrants and as escrow agent.
(2)This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination.
(3)This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

 

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will also enter into indemnification agreements with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

 

(a)     During the past three years, we sold the following ordinary shares without registration under the Securities Act:

 

Shareholders  Number of Shares 
Kyle Bransfield   4,312,500 

 

Such shares were issued on December 6, 2018 in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor. The shares issued were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.006 per share.

 

No underwriting discounts or commissions were paid with respect to such sales.

 

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)     The following exhibits are filed as part of this Registration Statement:

 

Exhibit No.   Description
1.1   Form of Underwriting Agreement.
1.2   Form of Business Combination Marketing Agreement.
3.1   Memorandum and Articles of Association.
3.2   Amended and Restated Memorandum and Articles of Association.
4.1   Specimen Unit Certificate.
4.2   Specimen Ordinary Share 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 Maples and Calder.
5.2   Opinion of Graubard Miller.
10.1   Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.
10.2   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3   Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Shareholders.
10.4   Promissory Note.
10.5   Form of Registration Rights Agreement.
10.6   Form of subscription agreement for private warrants being purchased by officers, directors and affiliates.
10.7   Form of Administrative Services Agreement.
10.8   Form of Consulting Agreement between the Registrant and Dan Fink.
10.9   Form of indemnification agreement.
14   Code of Ethics.
23.1   Consent of WithumSmith+Brown, PC.*
23.2   Consent of Maples and Calder (included in Exhibit 5.1).
23.3   Consent of Graubard Miller (included in Exhibit 5.2).
24   Power of Attorney (included on signature page of this Registration Statement).
99.1   Form of Audit Committee Charter.
99.2   Form of Nominating Committee Charter.
99.3   Form of Compensation Committee Charter.

 

 

* Previously filed

 

ITEM 17. UNDERTAKINGS.

 

(a)The undersigned registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

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(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d)The undersigned registrant hereby undertakes that:

 

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

 

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 New York, New York, on the 8th day of October, 2019.

 

  UNION ACQUISITION CORP. II
   
  By: /s/ Kyle P. Bransfield
  Name:  Kyle P. Bransfield
  Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Juan Sartori and Kyle P. Bransfield his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including pre- and post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

 

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   Position   Date
         
/s/ Juan Sartori   Non-Executive Chairman   October 8, 2019
Juan Sartori        
         
/s/ Kyle P. Bransfield   Chief Executive Officer and Director   October 8, 2019
Kyle P. Bransfield   (Principal Executive Officer and Principal Financial and Accounting Officer)    
         
*   Chief Operating Officer and Director   October 8, 2019
Daniel W. Fink        
         
*   Director   October 8, 2019
Gerald Haddock        
         
*   Director   October 8, 2019
Joseph J. Schena        

 

Authorized Representative in the United States

 

/s/ Kyle P. Bransfield  
Kyle P. Bransfield  

 

* By Kyle Bransfield, Attorney in Fact

 

 

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