As filed with the U.S. Securities and Exchange Commission on June 25, 2020.

Registration No. 333-          

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

 

 

Fusion Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   85-0849243

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

375 Park Avenue, Suite 2607

New York, New York 10152

Tel: 212-763-0169

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

 

John James

375 Park Avenue, Suite 2607

New York, New York 10152

Tel: 212-763-0169

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

    Copies to:

 

Joel L. Rubinstein

Elliott M. Smith

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

 

Douglas S. Ellenoff

Stuart Neuhauser

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Tel: (212) 370-1300

 

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 ☒   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(5)

 
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)  575,000 Units  $    10.00   $5,750,000   $746.35 
Shares of Class A common stock included as part of the units(3)  575,000 Shares           (4)
Redeemable warrants included as part of the units(3)  287,500 Warrants           (4)
Total          $5,750,000   $746.35 

 

 

(1) Estimated solely for the purpose of calculating the registration fee.
   
(2) Includes 75,000 units, consisting of 75,000 shares of Class A common stock and 37,500 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, 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).
   
(5) The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-239023), which was declared effective by the U.S. Securities and Exchange Commission on June 25, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $5,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

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

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 575,000 additional units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant of Fusion Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General Instruction V to Form S-1, including 75,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-239023) (the “Prior Registration Statement”), initially filed by the Registrant on June 8, 2020 and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on June 25, 2020. The required opinions of counsel and related consent 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.

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-239023) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No. Description
5.1 Opinion of White & Case LLP, counsel to the Registrant.
23.1 Consent of WithumSmith+Brown, PC.
23.2 Consent of White & Case LLP (included on Exhibit 5.1).

 

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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 New York, New York, on the 25th day of June, 2020.

 

  FUSION ACQUISITION CORP.
     
  By:

/s/ John James

    John James
    Chief Executive Officer and Director

 

Name   Position   Date
         
/s/ John James   Chief Executive Officer and Director   June 25, 2020
John James   (Principal Executive Officer)    
         
*   Chief Financial Officer and Director   June 25, 2020
Jeffrey Gary   (Principal Financial and Accounting Officer)    
         
*   Non-Executive Chairman   June 25, 2020
Jim Ross        
         
*   Director   June 25, 2020
Kelly Driscoll        
         
*   Director   June 25, 2020

Ben Buettell

       

 

* By: /s/ John James  
  John James  
  Attorney-in-fact  

 

 

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