As filed with the Securities
and Exchange Commission on November 5, 2021
No. 333-260290
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
HERTZ GLOBAL HOLDINGS,
INC.
(Exact name of
registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of
incorporation or
organization)
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7510
(Primary Standard
Industrial
Classification Code
Number)
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61-1770902
(I.R.S. Employer
Identification
No.)
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8501 Williams Road
Estero, Florida
33928
(239) 301-7000
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
M. David Galainena
Executive Vice President,
General Counsel and Secretary
Hertz Global Holdings,
Inc.
8501 Williams Road
Estero, Florida
33928
(239) 301-7000
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies of all communications,
including communications sent to agent for service, should be sent
to:
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Gregory Pryor
Colin Diamond
Andrew J. Ericksen
David M. Johansen
White & Case
LLP
1221 Avenue of the
Americas
New York, New York
10020
+ 1 (212)
819-8200
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Roxane F. Reardon
John C. Ericson
John G. O’Connell
Simpson Thacher &
Bartlett LLP
425 Lexington
Avenue
New York, New York
10017
+1 (212)
455-2000
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Approximate date of
commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
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
registered 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, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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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.
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 this Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a),
may determine.