S-1MEF

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth company

As filed with the Securities and Exchange Commission on January 21, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Jack Creek Investment Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

6770

365269

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

386 Park Avenue South, FL 20

New York, New York 10016

Telephone: 212-710-5060

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

Robert F. Savage

Chief Executive Officer

c/o Jack Creek Investment Corp.

386 Park Avenue South, FL 20

New York, New York 10016

Telephone: 212-710-5060

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

Copies to:

Alexander D. Lynch, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Tel: (212) 310-8000

Fax: (212) 310-8007

Joel L. Rubinstein, Esq.

Daniel E. Nussen, Esq.

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

Fax: (212) 354-8113

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. ☒ 333-248951

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.:

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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant⁽²⁾	5,750,000 units	$10.00	$57,500,000	$6,274
Class A ordinary shares included as part of the units⁽³⁾	5,750,000 shares	—	—	— ⁽⁴⁾
Redeemable warrants included as part of the units⁽³⁾	2,875,000 warrants	—	—	— ⁽⁴⁾
Total			$57,500,000	$6,274 ⁽⁵⁾⁽⁶⁾

(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. 333-248951). Includes 750,000 units, consisting of 750,000 Class A ordinary shares and 375,000 warrants, 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(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)

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. 333-248951), which was declared effective by the Securities and Exchange Commission on January 21, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

(6)

An aggregate registration fee of $44,781 was previously paid in connection with the filing of the related Registration Statement on Form S-1, as amended (File No. 333-248951). $31,367 of such fee was used to pay the filing fee of such Registration Statement. The $6,274 fee on this filling is offset against the $44,781 paid with the related Registration Statement on Form S-1, as amended (File No. 333-248951). As a result, no additional fee is due with this filing.

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 by Jack Creek Investment Corp., a Cayman Islands exempted company (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248951) (the “Prior Registration Statement”), initially filed by the Registrant on September 21, 2020 and declared effective by the Securities and Exchange Commission on January 21, 2021. This Registration Statement covers the registration of an additional 5,750,000 of the Registrant’s units (including 750,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any), each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share. The required opinions of counsel and related consent and the independent registered public accounting firm’s consents 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. 333-248951) 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 Weil, Gotshal & Manges LLP.

5.2		Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.

23.1		Consent of WithumSmith+Brown, PC.

23.2		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).

23.3		Consent of Maples and Calder (included in Exhibit 5.2).

24		Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-248951)) filed on September 21, 2020.

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 21st day of January 2021.


JACK CREEK INVESTMENT CORP.

By:		/s/ Robert F. Savage
Name:		Robert F. Savage
Title:		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 and on the dates indicated.


Name	Position	Date

/s/ Robert F. Savage Robert F. Savage	Chief Executive Officer (Principal Executive Officer)	January 21, 2021

/s/ Lauren D. Ores Lauren D. Ores	Chief Financial Officer (Principal Financial and Accounting Officer)	January 21, 2021

* Jeffrey E. Kelter	Executive Chairman and Chairman	January 21, 2021

* Thomas Jermoluk	President	January 21, 2021


*By:		/s/ Robert F. Savage
		Robert F. Savage
		Attorney-in-Fact