S-1MEF 1 d151951ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on March 3, 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

 

 

Altimar Acquisition Corp. III

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   98 - 1576586

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

40 West 57th Street

33rd Floor

New York, New York 10019

Telephone: (212) 287-6767

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

 

 

Tom Wasserman

Chief Executive Officer

40 West 57th Street

33rd Floor

New York, New York 10019

Telephone: (212) 287-6767

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

 

 

Copies to:

Raphael M. Russo, Esq.

Brian M. Janson, Esq.

  

Gregg A. Noel, Esq.

Michael J. Schwartz, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP   Skadden, Arps, Slate, Meagher & Flom LLP
1285 Avenue of the Americas   525 University Avenue, Suite 1400
New York, NY 10019   Palo Alto, California 94301
Tel: (212) 373-3000   Tel: (650) 470-4500
Fax: (212) 757-3990   Fax: (650) 470-4570

 

 

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.  ☒ (File No. 333-252570)

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 Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant(2)

   1,150,000 Units   $10.00   $11,500,000   $1,255.00

Class A ordinary shares included as part of the units(3)

   1,150,000 Shares   —     —     —   (4)

Redeemable warrants included as part of the units(3)

   287,500 Warrants   —     —     —  

Total

           $11,500,000   $1,255.00 (5)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(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. 333-252570).

(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 share splits, share 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 $143,750,000 on its Registration Statement on Form S-1, as amended (File No. 333-252570), which was declared effective by the Securities and Exchange Commission on March 3, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $11,500,000 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 1,150,000 additional units of Altimar Acquisition Corp. III, a Cayman Islands exempted company and incorporated with limited liability (the “Registrant”), each consisting of one Class A ordinary share and one-fourth 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 Class A ordinary share 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 (File No. 333-252570) (the “Prior Registration Statement”), initially filed by the Registrant on January 29, 2021, as amended on March 1, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on March 3, 2021. 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.

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 March 4, 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 March 4, 2021.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

  (a)

Exhibits. The following exhibits are being filed herewith:

 

Exhibit    Description
  5.1    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Registrant.
  5.2    Opinion of Maples and Calder, Cayman Islands counsel to the Registrant.
23.1    Consent of WithumSmith+Brown, PC.
23.2    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
23.3    Consent of Maples and Calder (included in Exhibit 5.2).

 

  (b)

Financial Statements. Not Applicable.

 

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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 Jackson, Wyoming on the 3rd day of March, 2021.

 

ALTIMAR ACQUISITION CORP. III
By:  

/s/ Tom Wasserman

 

Name: Tom Wasserman

Title: Chief Executive Officer

 

Signature

   

Title

   

Date

/s/ Tom Wasserman

    Chief Executive Officer    March 3, 2021
Tom Wasserman   

(Principal Executive Officer) and

Chairman of the Board of Directors

   

/s/ Wendy Lai

    Chief Financial Officer    March 3, 2021
Wendy Lai   

(Principal Financial Officer and

Principal Accounting Officer)

   

 

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