As filed with the Securities and Exchange Commission on September 7, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Maravai LifeSciences Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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8731
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85-2786970
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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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10770 Wateridge Circle, Suite 200
San Diego, California 92121
Telephone: (858) 546-0004
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Carl W. Hull
Chief
Executive Officer
10770 Wateridge Circle, Suite 200
San Diego, California 92121
Telephone: (858) 546-0004
(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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Robert M. Hayward, P.C.
Robert E. Goedert, P.C.
Michael P. Keeley
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL
60654
(312) 862-2000
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Alan F. Denenberg
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo
Park, California 94025
(650) 752-2000
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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, 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.
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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. ☐
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price Per
Share(2)
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Proposed Maximum
AggregateOffering
Price(1)(2)
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Amount of
Registration Fee
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Class A Common Stock, par value $0.01 per share
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23,000,000
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$59.61
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$1,371,030,000
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$149,580
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(1)
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Includes the aggregate offering price of shares of Class A common stock subject to the
underwriters option to purchase additional shares from the selling stockholders.
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(2)
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Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933, as amended, based on the average high and low sales price of the registrants Class A common stock on September 3, 2021, as reported by the The Nasdaq Global Select Market.
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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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.