KKR Acquisition Holdings I Corp. - FORM S-1/A

KKR Acquisition Holdings I Corp. - FORM S-1/A - March 9, 2021

Attached files

Attached files

file	filename
EX-5.1 - EXHIBIT 5.1 - KKR Acquisition Holdings I Corp.	nt10019706x6_ex5-1.htm
EX-1.1 - EXHIBIT 1.1 - KKR Acquisition Holdings I Corp.	nt10019706x6_ex1-1.htm

As filed with the U.S. Securities and Exchange Commission on March 9, 2021.

Registration No. 333-252741

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KKR Acquisition Holdings I Corp.

(Exact name of registrant as specified in its charter)

Delaware			6770			86-1506732
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

30 Hudson Yards, Suite 7500

New York, NY 10001

(212) 750-8300

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

Christopher Lee

KKR Acquisition Holdings I Corp.

30 Hudson Yards, Suite 7500

New York, New York 10001

(212) 750-8300

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

Copies to:

Paul D. Tropp

Christopher J. Capuzzi

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

(212) 596-9000

Joseph Kaufman

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Derek J. Dostal

Byron B. Rooney

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

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

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant⁽²⁾

115,000,000 Units

$10.00

$1,150,000,000

$125,465

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

115,000,000 Shares

—

—⁽⁴⁾

Redeemable warrants included as part of the Units⁽³⁾

28,750,000 Warrants

—

—⁽⁴⁾

Total

$1,150,000,000

$125,465⁽⁵⁾

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 15,000,000 units, consisting of 15,000,000 shares of Class A common stock and 3,750,000 redeemable warrants, that 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 stock splits, stock dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g).

(5)	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

KKR Acquisition Holdings I Corp. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-252741) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) 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.

Item 16.

Exhibits and Financial Statement Schedules.

(a)	Exhibits. The following exhibits are filed as part of this registration statement:

Exhibit No.			Description
1.1			Form of Underwriting Agreement
3.1*			Certificate of Incorporation
3.2*			Certificate of Amendment of Certificate of Incorporation
3.3*			Form of Amended and Restated Certificate of Incorporation
3.4*			Bylaws
4.1*			Specimen Unit Certificate
4.2*			Specimen Class A Common Stock Certificate
4.3*			Specimen Warrant Certificate (included in Exhibit 4.4)
4.4*			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
5.1			Opinion of Ropes & Gray LLP
10.1*			Form of Letter Agreement among the Registrant, the Sponsor, the officers and directors of the Registrant and the other signatories thereto
10.2*			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.3*			Founder Shares Subscription Agreement, dated January 25, 2021, between the Registrant and KKR Acquisition Sponsor LLC
10.4*			Form of Warrant Purchase Agreement between the Registrant and KKR Acquisition Sponsor LLC
10.5*			Form of Registration and Stockholder Rights Agreement between the Registrant and certain security holders
10.6*			Form of Indemnification Agreement
10.7*			Promissory Note issued in favor of KKR Acquisition Sponsor LLC, dated January 25, 2021
10.8*			Form of Access Agreement between the Registrant and the Sponsor
10.9*			Form of Financial Consulting Services Agreement between the Registrant and KKR Capital Markets LLC
23.1*			Consent of Marcum LLP
23.2			Consent of Ropes & Gray LLP (included in Exhibit 5.1)
99.1*			Consent of Paula Campbell Roberts, Director Nominee
99.2*			Consent of Kimberly Ross, Director Nominee

*	Previously filed.

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, on the 9th day of March, 2021.

KKR Acquisition Holdings I Corp.

By:	/s/ Glenn Murphy
	Name:	Glenn Murphy
	Title:	Executive Chairman

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 date indicated.

/s/ Glenn Murphy

Executive Chairman

(Principal Executive Officer and Principal Financial and Accounting Officer)

March 9, 2021

Glenn Murphy

/s/ Paul Raether

March 9, 2021

Paul Raether