S-1MEF 1 brpa_s1mef.htm S-1MEF Blueprint
 
 
 

As filed with the U.S. Securities and Exchange Commission on November 20, 2017.
Registration No. 333-    
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
  
Delaware
 
6770
 
82-2844431
(State or other jurisdiction ofincorporation or organization)
 
(Primary Standard Industrial Classification Code Number)
 
(I.R.S. EmployerIdentification Number)
 
 
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Richard Ackerman
Chairman, President and Chief Executive Officer
Big Rock Partners Acquisition Corp.
c/o Big Rock Partners Sponsor, LLC
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
 
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
Michael Francis, Esq.
Christina C. Russo, Esq.
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, Florida 33131
(305) 374-5600
(305) 374-5095 — Facsimile
 
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile
 
 
 
 
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. ☒ 333-220947
 
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. (Check one):
 
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
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 share of common stock, $0.001 par value, one right entitling the holder to receive one-tenth (1/10) of one share of common stock, and one-half of one warrant
 
1,150,000 Units(2)
 $10.00 
 $11,500,000 
 $1,432
Shares of common stock included as part of the units(3)
 
1,150,000 Shares(4)
  - 
  - 
    (7)
Rights included as part of the units
 
1,150,000 Rights   
  - 
  - 
   (7)
Warrants included as part of the units
 
575,000 Warrants(5)
  - 
  - 
    (7)
Shares of common stock underlying the rights included as part of the Units(3)
 
115,000 Shares   
  - 
  - 
   (7)
Representative’s shares of common stock(3)
 
23,000 Shares(6)
 $10.00 
 $230,000 
 $29
Units underlying Representative's Unit Purchase Option (“Representative's Units")
 
100,000 Units
 $10.00 
 $1,000,000 
 $125
Shares of common stock included as part of the Representative's Units(3)
 
100,000 Shares
  - 
  - 
    (7)
Rights included as part of the Representative's Units
 
100,000 Rights
  - 
  - 
    (7)
Warrants included as part of the Representative's Units
 
50,000 Warrants     
  -
 
  -
 
    (7)
Shares of common stock underlying Rights included as part of the Representative's Units(3)
 
10,000 Shares     
  -
 
  -
 
    (7)
Total
 
 
    
 $12,730,000 (8)
 $ 1,586(8)
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 150,000 units, consisting of 150,000 shares of common stock, 150,000 rights and 75,000 warrants underlying such units, 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 under the Securities Act, 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)
Includes 150,000 shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(5)
Includes 75,000 warrants which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(6)
Includes 3,000 shares of common stock which may be issued to the Representative on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(7)
Pursuant to Rule 457(g) under the Securities Act, no additional fee.
(8)
The Registrant previously registered securities having a proposed maximum aggregate offering price of $63,650,000 on its Registration Statement on Form S-1, as amended (File No. 333-220947).
 
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
 

 
 
 
 
Explanatory Note
 
This Registration Statement on Form S-1 is being filed with respect to the registration of (i) 1,150,000 additional units of Big Rock Partners Acquisition Corp., a Delaware corporation (the “Registrant”), each consisting of one share of the Registrant’s common stock, one right and one-half of one warrant; (ii) 23,000 additional shares of the Registrant’s common stock that may be issued to the Representative; and (iii) 100,000 additional units of the Registrant underlying the Representative’s Unit Purchase Option, each consisting of one share of the Registrant’s common stock, one right and one-half of one warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each right entitles the holder thereof to receive one-tenth of one share of the Registrant’s common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder thereof to purchase one share of the Registrant’s common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220947) (the “Prior Registration Statement”), initially filed by the Registrant on October 13, 2017 and declared effective by the Securities and Exchange Commission on November 20, 2017. The required opinion of counsel and related consent 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.
 
Item 16. Exhibits and Financial Statement Schedules.
 
(a)           All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-220947) 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 No.
 
 
Description
 
 
Opinion of Akerman LLP.
 
 
Consent of Marcum LLP.
23.2
 
 
Consent of Akerman, LLP (included in Exhibit 5.1).
 
 
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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 Delray Beach, Florida, on the 20th day of November, 2017.
 
 
BIG ROCK PARTNERS ACQUISITION CORP.
 
 
 
 
 
 
By:  
/s/ Richard Ackerman
 
 
 
Richard Ackerman 
 
 
 
Chairman, President and Chief Executive Officer 
 
 
 
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/ Richard Ackerman
 
Chairman, President and Chief Executive Officer (Principal Executive Officer)
 
November 20, 2017
Richard Ackerman
 
 
 
 
 
 
 
 
 
/s/ Lori B. Wittman
 
Chief Financial Officer and Director (Principal Financial and Accounting Officer)
 
November 20, 2017
Lori B. Wittman
 
 
 
 
 
 
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