S-1MEF 1 ea134718-s1mef_quantumfin.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 4, 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

 

 

 

QUANTUM FINTECH ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

 

 

  

Delaware   6770   85-3286402
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

 

4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
(813) 257-9366
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

John Schaible
Chief Executive Officer
4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
(813) 257-9366
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Alan I. Annex
Jason T. Simon
Greenberg Traurig, LLP
1750 Tysons Blvd., Suite 1000
McLean, VA 22102
(703) 749-1386		   Ryan J. Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
(713) 546-5400

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this offering.

 

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. ☒ 333-252226

 

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 common stock, $0.0001 par value and one warrant entitling the holder to purchase one-half of one share of common stock(2)   2,875,000   $10.00   $28,750,000  $3,136.63  
Shares of common stock, $0.0001 par value, included as part of the units(3)   2,875,000    —    —   — ​(4)
Warrants included as part of the units(3)   2,875,000    —    —   — ​(4)
Total            $28,750,000  $3,136.63 ​(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. 333-252226).
(3)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations 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 $172,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-252226), which was declared effective by the Securities and Exchange Commission on February 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 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.

 

 

 

 

  

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,875,000 additional units of Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Registrant”), each consisting of one share of common stock, par value $0.0001 per share, and 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 warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $11.50 per share, subject to adjustment. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252226) (the “Prior Registration Statement”), initially filed by the Registrant on January 19, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on February 4, 2021. 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.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 5, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 5, 2021.

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-252226) 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 Greenberg Traurig, LLP
23.1   Consent of Marcum LLP
23.2   Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
24   Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement on Form S-1 (File No. 333-252226) filed on January 19, 2021)

  

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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 Denver, Colorado on the 4th day of February, 2021.

 

  QUANTUM FINTECH ACQUISITION CORPORATION
   
  By: /s/ John Schaible
  Name: John Schaible
  Title: Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ John Schaible   Chairman and Chief Executive Officer   February 4, 2021
John Schaible   (Principal Executive Officer)    
         
*   Chief Financial Officer and Director   February 4, 2021
Miguel Leon   (Principal Financial and Accounting Officer)    
         
*   Director   February 4, 2021
Daniel Caamano, V        
         
*   Director   February 4, 2021
Sandip I. Patel        

 

*By: /s/ John Schaible  
  John Schaible  
  Attorney-in-Fact  

 

 

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