As filed with the Securities and Exchange Commission on July 12, 2021.
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Shoals Technologies Group, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
3674
|
|
85-3774438
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification No.)
|
1400 Shoals Way
Portland, Tennessee 37148
(615) 451-1400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jason Whitaker
Chief
Executive Officer
Shoals Technologies Group, Inc.
1400 Shoals Way
Portland,
Tennessee 37148
(615) 451-1400
(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:
|
|
|
Joshua N. Korff, P.C.
Michael Kim, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
|
|
Michael Kaplan
Roshni Banker Cariello
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 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 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 Securities
to be Registered
|
|
Number of
Shares to be
Registered(1)
|
|
Proposed Maximum
Offering Price Per
Share(2)
|
|
Proposed Maximum
Aggregate
Offering Price(2)
|
|
Amount of
Registration
Fee
|
Class A Common Stock, par value $0.00001 per
share
|
|
15,391,778
|
|
$35.19
|
|
$541,636,668
|
|
$59,093
|
|
|
(1)
|
Includes 2,007,623 shares of Class A common stock that the underwriters have the option to purchase.
|
(2)
|
Estimated solely for the purpose 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 of the high and low sales price of the Registrants Class A Common Stock as reported on the Nasdaq Global Market on July 9, 2021.
|
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.