Form S-1MEF Argus Capital Corp.

September 21, 2021 9:43 PM EDT

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As filed with the U.S. Securities and Exchange Commission on September 21, 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

 

 

ARGUS CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   86-3426828

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

3 Columbus Circle, 24th Floor

New York, NY 10019

(212) 812-7702

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

 

 

Joseph R. Ianniello

Chief Executive Officer

Argus Capital Corp.

3 Columbus Circle, 24th Floor

New York, NY 10019

(212) 812-7702

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

 

 

Copies to:

Gary J. Simon

Kenneth A. Lefkowitz

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

(212) 837-6000

 

Michael J. Blankenship

James R. Brown

Winston & Strawn LLP

800 Capitol Street

Suite 2400

Houston, Texas 77002

(713) 651-2600

 

 

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.  ☒ 333-258090

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-half of one redeemable warrant(2)

  1,725,000 Units   $10.00   $17,250,000   $1,882.00

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

  1,725,000 Shares       —(4)

Redeemable warrants included as part of the units(3)

  862,500 Warrants       —(4)

Shares of Class A common stock underlying Warrants included as part of the Units

  862,500 Shares   11.50(5)   $9,918,750   $1,083.00

Total

          $27,168,750   $2,965.00(6)

 

 

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents only the additional number of securities being registered. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-258090).

(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)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.

(6)

The registrant previously registered securities having a proposed maximum aggregate offering price of $452,812,500 on its Registration Statement on Form S-1, as amended (File No. 333-258090), which was declared effective by the Securities and Exchange Commission on September 21, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $27,168,750 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Argus Capital Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-258090) (the “Prior Registration Statement”), initially filed by the Registrant on July 22, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on September 21, 2021. This Registration Statement covers the registration of an additional 1,725,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinions of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of September 22, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than September 22, 2021.

 

2


PART II

Information not required in prospectus

Item 16. Exhibits and Financial Statement Schedules.

 

(a)    Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-258090) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit

  

Description

5.1    Opinion of Hughes Hubbard & Reed LLP
23.1    Consent of WithumSmith+Brown, PC
23.2    Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1)

 

3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on the 21st day of September, 2021.

 

ARGUS CAPITAL CORP.
By:  

/s/ Joseph R. Ianniello

  Joseph R. Ianniello
  Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

  

Position

  

Date

/s/ Joseph R. Ianniello

   Chief Executive Officer and Chairman   
Joseph R. Ianniello    (Principal Executive Officer)    September 21, 2021

/s/ Marc DeBevoise

   President and Vice Chairman   
Marc DeBevoise       September 21, 2021

/s/ Saif Rahman

   Chief Financial Officer   
Saif Rahman    (Principal Financial and Accounting Officer)    September 21, 2021

/s/ Andrew R. Sriubas

   Director   
Andrew R. Sriubas       September 21, 2021

/s/ Alan G. Mnuchin

   Director   
Alan G. Mnuchin       September 21, 2021

/s/ Dr. Dana Beth Ardi

   Director   
Dr. Dana Beth Ardi       September 21, 2021

/s/ Pooja Midha

   Director   
Pooja Midha       September 21, 2021

 

4

Exhibit 5.1

 

LOGO  

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004-1482

Telephone: +1 (212) 837-6000

Fax: +1 (212) 422-4726

hugheshubbard.com

September 21, 2021

Argus Capital Corp.

3 Columbus Circle, 24th Floor

New York, NY 10019

 

  RE:

Argus Capital Corp.

Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Argus Capital Corp., a Delaware corporation (the “Company”), in connection with the filing by the Company with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “462(b) Registration Statement”) for the purpose of registering with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), the sale by the Company of (a) up to 1,725,000 additional units of the Company (collectively the “Units”), with each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and one-half of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock (the “Warrants”) and (b) all shares of Class A Common Stock and all Warrants to be issued as part of the Units. The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1 (File No. 333-258090), initially filed by the Company with the Commission on July 22, 2021 (as amended, the “Registration Statement”) and declared effective by the Commission on September 21, 2021. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the 462(b) Registration Statement;

(b) the Registration Statement;

(c) the form of the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named therein, filed as Exhibit 1.1 to the Registration Statement;

(d) the form of the Warrant certificate, filed as Exhibit 4.3 to the Registration Statement;

(e) the form of the Unit certificate, filed as Exhibit 4.1 to the Registration Statement; and

(f) the form of the Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agreement,” and, together with the Underwriting Agreement, the “Transaction Agreements”), filed as Exhibit 4.4 to the Registration Statement.

 


We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials and the factual representations and warranties contained in the Underwriting Agreement.

We do not express any opinion with respect to any laws other than the laws of the State of New York and the General Corporation Law of the State of Delaware (the foregoing being referred to as “Opined-on Law”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. When the Units are delivered in accordance with the terms of the Underwriting Agreement by the Company against payment therefor, the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

2. The shares of Class A Common Stock included in the Units, when the Units are delivered in accordance with the terms of the Underwriting Agreement by the Company against payment therefor, will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per share.

3. The Warrants issued under the Warrant Agreement that are included in the Units, when the Units are delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

4. The shares of Class A Common Stock issuable upon the exercise of the Warrants, when exercised in accordance with the terms of the Warrant Agreement, will be validly issued, fully paid and nonassessable.

The opinions stated herein are subject to the following qualifications:

(a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates; and

(c) we have assumed that CST has the power, corporate or other, to enter into and perform all obligations under the Warrant Agreement and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by CST of the Warrant Agreement and that the Warrant Agreement constitutes the valid and binding obligation of CST.

In addition, in rendering the foregoing opinions we have assumed that:

(a) neither the execution and delivery by the Company of the Transaction Agreements nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units, Warrants and Shares: (i) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (i) with respect to the Opined-on Law), or (ii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (ii) with respect to the Opined-on Law); and

 

2


(b) neither the execution and delivery by the Company of the Transaction Agreements nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units, Warrants and Shares, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction (except that we do not make the assumption set forth in this clause (b) with respect to the Opined-on Law).

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the law of the State of New York or the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the 462(b) Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement and the 462(b) Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,
/s/ Hughes Hubbard & Reed LLP
Hughes Hubbard & Reed LLP

 

3

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated September 14, 2021, relating to the financial statements of Argus Capital Corp. appearing in Amendment No. 5 to Registration Statement on Form S-1, File No. 333-258090.

 

/s/ WithumSmith+Brown, PC
New York, New York
September 21, 2021


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