Filed with the U.S. Securities and Exchange Commission on November 6, 2019 under

the Securities Act of 1933, as amended.

Registration No. 333-234264

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Juniper Industrial Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6770		84-2818047
(State or other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

14 Fairmount Avenue

Chatham, New Jersey 07928

(973) 507-0359

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal

Executive Offices)

 

 

Brian Cook

Chief Financial Officer

14 Fairmount Avenue

Chatham, New Jersey 07928

(973) 507-0359

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Christian O. Nagler, Esq. Peter S. Seligson, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900		Paul D. Tropp, Esq. Michael S. Pilo, Esq. Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090

 

 

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, or 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.

 

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 Securities to be 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 share of Class A common stock, $0.0001 par value per share, and one-half of one warrant(2)		34,500,000 Units		$10.00		$345,000,000		$	44,781
Shares of Class A common stock included as part of the units(3)		34,500,000 Shares		—		—			—	(4)
Redeemable warrants included as part of the units(3)		17,250,000 Warrants		—		—			—	(4)
Total						$345,000,000		$	44,781	(5)

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 4,500,000 units, consisting of 4,500,000 shares of Class A common stock and 2,250,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriter 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 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

Juniper Industrial Holdings, Inc. is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-234264) 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) Exhibits. The list of exhibits following the signature page of this registration statement is incorporated herein by reference

  

 

 

Exhibit index

 

Exhibit No.				Description
	1.1			Form of Underwriting Agreement.*
	3.1			Certificate of Incorporation.*
	3.2			Form of Amended and Restated Certificate of Incorporation.*
	3.3			Form of 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			Promissory Note, dated August 29, 2019, issued to Juniper Industrial Sponsor, LLC.*
	10.2			Form of Letter Agreement among the Registrant and its officers and directors and Juniper Industrial Sponsor, LLC.*
	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 and certain security holders.*
	10.5			Securities Subscription Agreement, dated August 29, 2019, between the Registrant and Juniper Industrial Sponsor, LLC.*
	10.6			Form of Private Placement Warrants Purchase Agreement between the Registrant and Juniper Industrial Sponsor, LLC.*
	10.7			Form of Indemnity Agreement.*
	10.8			Form of Administrative Support Agreement between the Registrant and Juniper Industrial Sponsor, LLC.*
	23.1			Consent of Marcum LLP.*
	23.2			Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	24.1			Power of Attorney.*
	99.1			Consent of Mitchell Jacobson*
	99.2			Consent of Mark Levy*

 

*

Previously filed.

 

 

 

  

 

 

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, State of New York, on the 6th day of November, 2019.

 

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
/s/ Roger Fradin Roger Fradin		Chairman and Chief Executive Officer (Principal Executive Officer)		November 6, 2019
/s/ Brian Cook Brian Cook		Chief Financial Officer and Director (Principal Financial and Accounting Officer)		November 6, 2019