As filed with the U.S. Securities and Exchange Commission on December 18, 2020
Registration No. 333-251468
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Alta Equipment
Group Inc.
(Exact name of registrant as specified in our charter)
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Delaware
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5084
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83-2583782
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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13211 Merriman Road
Livonia, Michigan 48150
(248) 449-6700
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Ryan Greenawalt
Chief Executive Officer
13211 Merriman Road
Livonia, Michigan 48150
(248) 449-6700
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Jeffrey A. Hoover
Jude M. Sullivan
Howard & Howard Attorneys PLLC
450 West 4th Street
Royal
Oak, Michigan 48067
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Dean M. Colucci
Alex Pherson
Leigh
Krafchek
Duane Morris LLP
1540 Broadway
New York, NY
10036
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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 number
333-251097
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 under the Securities
Exchange Act of 1934:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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Title of Each Class of
Securities to be Registered
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Proposed Maximum
Aggregate Offering Price(1)
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Amount of
Registration Fee(2)
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Depositary shares representing a 1/1000th fractional interest
in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share
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$5,000,000
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$546
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10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par
value per share
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(3)
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(3)
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(1)
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Includes depositary shares issuable upon exercise of the underwriters option to purchase additional
depositary shares.
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(2)
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Based upon the public offering price. The registrant previously registered an aggregate of $25,000,000 of
depositary shares on its Registration Statement on Form S-1 (File No. 333-251097), for which a filing fee of $3,273 was previously paid.
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(3)
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200 shares of Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share may be issuable
upon exchange of depositary shares registered hereunder. No separate consideration will be received for such preferred stock.
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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.