As filed on October 15, 2019 with the U.S. Securities and Exchange Commission.

Registration No. 333-234049

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

GALILEO ACQUISITION CORP.

(Exact name of registrant as specified in its constitutional documents)

 

Cayman Islands   6770   [n/a]
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

1049 Park Ave. 14A
New York, NY 10028
(347) 517-1041

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

 ​

Luca Giacometti
Chairman and Chief Executive Officer
1049 Park Ave. 14A
New York, NY 10028
(347) 517-1041

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

 ​

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300
(212) 370-7889 — Facsimile
David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile

​ 

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, 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 x Smaller reporting company x
Emerging growth company x

 

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 to
be
Registered
   Proposed maximum
offering price per
share
   Proposed Maximum
Aggregate Offering
Price(1)
   Amount of
Registration Fee
 
Units, each consisting of one Ordinary Share, $.0001 par value and one Redeemable Warrant(2)   11,500,000   $10.00   $115,000,000   $14,927 
Ordinary Shares included as part of the Units(2)   11,500,000            (3)
Redeemable Warrants included as part of the Units(2)   11,500,000   $   $   $(3)
Total          $115,000,000   $14,927(4)
   
(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(2)Includes (i) Units, (ii) Ordinary Shares underlying such Units and (iii) Redeemable Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.
(3)No fee pursuant to Rule 457(g).
(4)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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

EXPLANATORY NOTE

 

This amendment is being filed solely to file certain exhibits to the Registration Statement.

 

 

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13.   Other Expenses of Issuance and Distribution.

 

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC Registration Fee  $14,927 
FINRA filing fee   17,750 
Accounting fees and expenses   40,000 
NYSE listing fees   85,000 
Printing and engraving expenses   30,000 
Legal fees and expenses   250,000 
Director and Officer liability insurance premiums   125,000 
Miscellaneous   87,323(1)
Total  $650,000 

​ 

(1)This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

 

Item 14.   Indemnification of Directors and Officers.

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

Item 15.   Recent Sales of Unregistered Securities.

 

During the past three years, we sold the following ordinary shares without registration under the Securities Act:

 

In August 2019, the Company issued an aggregate of 2,875,000 ordinary shares to its initial shareholders for an aggregate purchase price of  $25,000, or approximately $0.009 per share, in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

In August 2019, we also issued an aggregate of 125,000 shares to designees of EarlyBirdCapital, Inc. pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were issued to accredited investors. The shares issued were issued with a value of $0.0001 per share.

 

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Our sponsor and EarlyBirdCapital have committed that they and/or their designees will purchase from us an aggregate of 3,350,000 private warrants at $1.00 per private warrant (for a total purchase price of  $3,350,000). Our sponsor shall purchase an aggregate of 2,850,000 private warrants and EarlyBirdCapital and/or its designees shall purchase an aggregate of 500,000 private warrants. The private warrants are identical to the warrants sold in this offering except as otherwise described in this prospectus. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from these purchases will be placed in the trust account described below. Our sponsor and EarlyBirdCapital have also agreed that if the over-allotment option is exercised by the underwriters, they and/or their designees will purchase from us at a price of  $1.00 per private warrant an additional number of private warrants (up to a maximum of 300,000 private warrants; 255,224 private warrants by our sponsor and 44,776 private warrants by EarlyBirdCapital) pro rata with the amount of the over-allotment option exercised so that at least $10.00 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. The proceeds from the private placement of the private placement warrants will be added to the proceeds of this offering and placed into an account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. These additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

No underwriting discounts or commissions were paid with respect to such sales.

 

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Item 16.   Exhibits and Financial Statement Schedules.

 

(a) The following exhibits are filed as part of this Registration Statement:

 

Exhibit 
No.
  Description
1.1   Form of Underwriting Agreement.**
     
1.2   Form of Business Combination Marketing Agreement among the Registrant and EarlyBirdCapital, Inc.**
     
3.1   Memorandum and Articles of Association.**
     
3.2   Form of Amended and Restated Memorandum and Articles of Association.**
     
4.1   Specimen Unit Certificate.**
     
4.2   Specimen Ordinary Share Certificate.**
     
4.3   Specimen Warrant Certificate.**
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
     
5.1   Opinion of Maples and Calder.**
     
5.2   Opinion of Ellenoff Grossman & Schole LLP.**
     
10.1   Form of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and the Company’s officers, directors and shareholders.**
     
10.2   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
     
10.3   Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Shareholders.**
     
10.4   Form of Registration Rights Agreement between the Registrant and the Initial Shareholders.**
     
10.5   Securities Subscription Agreement, dated August 16, 2019, by and between the Registrant and Galileo Founders Holdings, L.P.**
     
10.6.1   Form of Warrant Subscription Agreement between the Registrant and Galileo Founders Holdings, L.P.**
     
10.6.2   Form of Warrant Subscription Agreement between the Registrant and EarlyBirdCapital, Inc.*
     
10.7   Promissory Note, dated August 16, 2019.**
     
10.8   Form of Administrative Services Agreement between the Registrant and Galileo Founders Holdings, L.P.**
     
10.9   Form of Indemnity Agreement.**
     
14   Form of Code of Ethics.**
     
23.1   Consent of Withum Smith+Brown, PC.**
     
23.2   Consent of Maples and Calder (included in Exhibit 5.1).**
     
23.3   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2).**
     
24   Power of Attorney (included on signature page of this Registration Statement).**
     
99.1   Form of Audit Committee Charter.**
     
99.2   Form of Nominating and Governance Committee Charter.*
     
99.3   Form of Compensation Committee Charter.**
     
99.4   Consent of Patrick S. Jones.**
     
99.5   Consent of Alberto Pontonio.**
     
99.6   Consent of Robert Cohen.**
     
99.7   Consent of Luca Giacometti.*

 

​ * Filed herewith.

​**Previously filed.

 

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Item 17.   Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

​(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

​i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

​ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

​iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

​(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

​(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

​(4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

​i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

​ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

​iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

​iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(5)

That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

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(b)

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d)

The undersigned registrant hereby undertakes that:

 

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amended 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 15th day of October, 2019.

 

  GALILEO ACQUISITION CORP.
  By: /s/ Luca Giacometti
  ​Name: Luca Giacometti
  Title: Chief Executive Officer

 

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

 

Name   Position   Date
         
/s/ Luca Giacometti   Chief Executive Officer (Principal Executive Officer)   October 15, 2019
​Luca Giacometti      
         
/s/ Alberto Recchi   Chief Financial Officer (Principal Financial and Accounting Officer)   October 15, 2019
​Alberto Recchi      

 

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