S-1MEF 1 d210578ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on October 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

 

 

M3-BRIGADE ACQUISITION III CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   86-3185502

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

1700 Broadway, 19th Floor

New York, New York 10019

Telephone: (212) 202-2200

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

 

 

Mohsin Y. Meghji

Executive Chairman of the Board of Directors

1700 Broadway – 19th Floor

New York, NY 10019

Phone: (212) 202-2200

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

 

 

Copies to:

David Huntington, Esq.

David A. Curtiss, Esq.

   Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP   Ellenoff Grossman & Schole LLP
1285 Avenue of the Americas   1345 Avenue of the Americas
New York, NY 10019   New York, NY 10105
Tel: (212) 373-3124   Tel: (212) 370-1300
Fax: (212) 492-0124   Fax: (212) 370-7889

 

 

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. 333-256017)

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 one-third of one redeemable public warrant(2)

   1,265,000 Units   $10.00   $12,650,000   $1,173

Shares of Class A common stock included as part of the units(3)

   1,265,000 Shares   —     —     —  (4)

Redeemable public warrants included as part of the units(3)

   421,667 Public Warrants   —     —     —  (4)

Shares of Class A common stock issuable upon exercise of redeemable public warrants included as part of the units

   421,667 Shares   $11.50   $ 4,849,171   $ 450

Total

           $17,499,171   $1,623(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. 333-256017).
(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 $397,708,329.50 on its Registration Statement on Form S-1, as amended (File No. 333-256017), which was declared effective by the Securities and Exchange Commission on October 21, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $17,499,171 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 M3-Brigade Acquisition III Corp., a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third of one redeemable public warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole public 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 public warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-256017) (the “Prior Registration Statement”), initially filed by the Registrant on May 11, 2021, and was amended on June 11, 2021 and was further amended on September 8, 2021, September 22, 2021, and October 13, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on October 21, 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 October 22, 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 October 22, 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.
  23.1      Consent of BDO USA, LLP.
  23.2      Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
  (b )     Financial Statements. Not Applicable.

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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 the City of New York, State of New York on the 21st day of October, 2021.

 

M3-Brigade Acquisition III Corp.
By:  

/s/ Mohsin Meghji

  Name: Mohsin Meghji
Title: Executive Chairman of the Board of Directors

 

Signature

   

Title

   

Date

/s/ Mohsin Meghji

    Executive Chairman of the Board of Directors    October 21, 2021
Mohsin Meghji    (Principal Executive Officer)   

/s/ Matthew Perkal

    Chief Executive Officer    October 21, 2021
Matthew Perkal      

/s/ Christopher Good

    Chief Financial Officer    October 21, 2021
Christopher Good    (Principal Financial and Principal Accounting Officer)   

 

 

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