As
filed with the Securities and Exchange Commission on August 12,
2022
Registration
Nos. 333-261428
333-249446
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 2 to Form S-1, Registration Statement No.
333-261428
Post-Effective
Amendment No. 1 to Form S-1, Registration Statement No.
333-249446
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REDBOX
ENTERTAINMENT INC.
(Exact
name of registrant as specified in its charter)
Delaware |
83-2157010 |
(State
or other jurisdiction of
incorporation) |
(IRS
Employer Identification No.) |
1
Tower Lane, Suite 800
Oakbrook
Terrace, IL 60181
(630)
756-8000
(Address,
including zip code, and telephone number, including area code, of
principal executive offices)
Galen
C. Smith
1 Tower Lane, Suite 800
Oakbrook
Terrace, IL 60181
(630)
756-8000
(Name
and address, including zip code, and telephone number, including
area code, of agent for service)
With
copies to:
Frederick
W. Stein, Esq.
1 Tower Lane, Suite 800
Oakbrook
Terrace, IL 60181
(630)
756-8000
Approximate
date of commencement of proposed sale to the public: Not
applicable.
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, as amended (the “Securities Act”),
other than securities offered only in connection with dividend or
interest reinvestment plans, 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 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.
Large
accelerated filer ¨ |
Accelerated
filer ¨ |
Non-accelerated
filer ¨
(do
not check if a smaller reporting company)
|
Smaller
reporting company x
Emerging
growth company x
|
DEREGISTRATION
OF UNSOLD SECURITIES
Redbox
Entertainment Inc., a Delaware corporation (the
“Registrant”), is filing with the U.S. Securities and
Exchange Commission (the “SEC”) these post-effective
amendments (the “Post-Effective Amendments”) to deregister
the shares of Class A common stock, par value $0.0001 per share, of
the Registrant (the “Shares”) and warrants to purchase
shares of Class A common stock, par value $0.0001 per share, of the
Registrant (the “Warrants”) previously registered under the
following Registration Statements on Form S-1 (each, a
“Registration Statement”, collectively, the “Registration
Statements”), together with any and all plan interests and
other securities registered thereunder:
On
August 11, 2022, pursuant to the terms of Merger Agreement, dated
as of May 10, 2022, by and among the Registrant, Chicken Soup for
the Soul Entertainment Inc. (“CSSE”), RB First Merger Sub
Inc., a Delaware corporation and direct wholly owned subsidiary of
CSSE, RB Second Merger Sub LLC, a Delaware limited liability
company and wholly owned subsidiary of CSSE (“Merger Sub
LLC”), Redwood Opco Merger Sub LLC, a Delaware limited
liability company and wholly owned subsidiary of CSSE and Redwood
Intermediate LLC, a Delaware limited liability company (the
“Merger Agreement”), Registrant merged with and into Merger
Sub LLC and became a wholly owned subsidiary of CSSE. As a result
of the mergers under the Merger Agreement, the offerings pursuant
to the Registration Statements have been terminated. In accordance
with an undertaking made by the Registrant in the Registration
Statements to remove from registration, by means of a
post-effective amendment, any of the securities registered under
the Registration Statements that remain unsold at the termination
of the offerings, the Registrant hereby removes from registration
the securities registered but unsold under the Registration
Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and has duly caused
the Post-Effective Amendments to the Registration Statements to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Oakbrook Terrace, State of Illinois, on August 12,
2022.
|
REDBOX ENTERTAINMENT INC. |
|
|
|
|
By: |
/s/
Galen C. Smith |
|
|
Name: |
Galen C. Smith |
|
|
Title: |
Chief
Executive Officer |
No
other person is required to sign this Post-Effective Amendment in
reliance upon Rule 478 under the Securities Act of 1933, as
amended.
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