Filed with the United States Securities and Exchange Commission on July 16, 2019 under the
Securities Act of 1933, as amended.
No. 333-232444
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Oaktree Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 98-1482650 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
(213) 830-6300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Patrick McCaney
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
(213) 830-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
| Christian O. Nagler Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 |
Paul D. Tropp Christopher J. Capuzzi Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 |
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. ☐
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, 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 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-third of one redeemable warrant(2) |
20,125,000 units | $10.00 | $201,250,000 | $24,392 | ||||
| Class A ordinary shares included as part of the units(3) |
20,125,000 shares | — | — | —(4) | ||||
| Redeemable warrants included as part of the units(3) |
6,708,333 warrants | — | — | —(4) | ||||
| Class A ordinary shares, issuable upon the exercise of warrants(3)(5) |
2,448,542 shares | $10.00 | $24,485,420 | $2,968 | ||||
| Total |
$225,735,420 | $27,360(6) | ||||||
|
| ||||||||
|
| ||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 2,625,000 units, consisting of 2,625,000 Class A ordinary shares and 875,000 redeemable 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 offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Represents Class A ordinary shares that may be issued upon exercise of warrants included as part of units in this offering. |
| (6) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Oaktree Acquisition Corp. is filing this Amendment No. 4 to its registration statement on Form S-1 (File No. 333-232444) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(i) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (i) | The Exhibit Index is incorporated herein by reference. |
II-1
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith |
II-2
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 16th day of July 2019.
| OAKTREE ACQUISITION CORP. | ||||
| By: | /s/ PATRICK MCCANEY | |||
| Name: | Patrick McCaney | |||
| Title: | 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/ PATRICK MCCANEY Patrick McCaney |
Chief Executive Officer, Director and Authorized Representative (Principal Executive Officer) |
July 16, 2019 | ||
| * Alexander Taubman |
President and Chief Financial Officer (Principal Financial and Accounting Officer) |
July 16, 2019 | ||
| * John Frank |
Chairman | July 16, 2019 | ||
| * By: | /s/ PATRICK MCCANEY | |
| Patrick McCaney | ||
| Attorney-in-Fact |