S-1MEF 1 fs1mef2019_hennessycap4.htm NEW REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on February 28, 2019

Registration No. 333-

 

 

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

 

 

 

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

 

 

 

Hennessy Capital Acquisition Corp. IV

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   83-1476189
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

3485 N. Pines Way, Suite 110
Wilson, Wyoming 83014
Telephone: (307) 734-4849

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

 

 

 

Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Acquisition Corp. IV
3485 N. Pines Way, Suite 110
Wilson, Wyoming 83014
Telephone: (307) 734-4849

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

 

 

 

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Joshua N. Englard, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300
Fax: (212) 370-7889
  Gregg Noel, Esq.
Jonathan Ko, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Tel: (213) 687-5000
Fax: (213) 687-5600

 

 

 

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. ☒ 333-229608

 

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 share of Class A common stock, $0.0001 par value, and three-quarters of one redeemable warrant(2)  1,265,000 Units  $10.00   $12,650,000   $1,533.18 
Shares of Class A common stock included as part of the units(3)  1,265,000 Shares           (4)
Redeemable warrants included as part of the
units(3)
  948,750 Warrants           (4)
Total          $12,650,000   $1,533.18(5)

 

 

(1) Estimated solely for the purpose of calculating the registration fee.
(2) 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. 333-229608).
(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) No fee pursuant to Rule 457(g) under the Securities Act.
(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-229608), which was declared effective by the Securities and Exchange Commission on February 28, 2019. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $12,650,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

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, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 1,265,000 additional units of Hennessy Capital Acquisition Corp. IV, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and three-quarters 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 share of Class A 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. 333-229608) (the “Prior Registration Statement”), initially filed by the Registrant on February 11, 2019 and declared effective by the Securities and Exchange Commission on February 28, 2019. 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.

 

 

 

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 Registration Statement on Form S-1 (SEC File No. 333-229608) 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
   
5.1   Opinion of Ellenoff Grossman & Schole LLP
   
23.1   Consent of WithumSmith+Brown, PC
   
23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
   
24   Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-229608), filed on February 11, 2019.

 

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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 Wilson, State of Wyoming, on the 28th day of February, 2019.

 

  HENNESSY CAPITAL ACQUISITION CORP. IV
   
  By: /s/ Daniel J. Hennessy
   

Daniel J. Hennessy

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
         
/s/ Daniel J. Hennessy   Chairman of the Board of Directors and   February 28, 2019
Daniel J. Hennessy  

Chief Executive Officer

(Principal Executive Officer)

   
         
/s/ Nicholas A. Petruska   Executive Vice President,   February 28, 2019
Nicholas A. Petruska  

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

   

 

 

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