Form S-1/A 1847 Goedeker Inc.
As filed with the Securities and Exchange Commission on May 13, 2021
Registration No. 333-255709
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
1847 GOEDEKER INC.
(Exact name of registrant as specified in its
charter)
Delaware | 5700 | 83-3713938 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
3817 Millstone Parkway
St. Charles, MO 63301
888-768-1710
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Douglas T. Moore
Chief Executive Officer
3817 Millstone Parkway
St. Charles, MO 63301
888-768-1710
(Names, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
Louis A. Bevilacqua, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 (202) 869-0888 |
James W. McLaughlin, Esq. Murtha Cullina LLP One Century Tower 265 Church Street New Haven, CT 06510 (203) 772-7790 |
Mitchell S. Nussbaum, Esq. Norwood P. Beveridge, Jr., Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000 |
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, 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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Proposed maximum aggregate offering price(1) | Amount of registration fee(3) | ||||||
Common Stock, par value $0.0001 per share(2) | $ | 235,750,000 | $ | 25,720.33 |
(1) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(2) | Includes shares that may be purchased by the underwriters pursuant to their over-allotment option. |
(3) | Previously paid. |
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 the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1/A of 1847 Goedeker Inc. (File No. 333-255709) (the “Registration Statement”) is being filed solely for the purpose of filing the eXtensible Business Reporting Language (XBRL) exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits.
(a) Exhibits.
II-1
II-2
* | Previously filed |
† | Executive compensation plan or arrangement |
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on May 13, 2021.
1847 GOEDEKER INC. | ||
By: | /s/ Douglas T. Moore | |
Douglas T. Moore Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | |||
/s/ Douglas T. Moore | Chief Executive Officer and Director (principal executive officer) | May 13, 2021 | |||
Douglas T. Moore | |||||
* | Chief Financial Officer (principal financial and accounting officer) | May 13, 2021 | |||
Robert D. Barry | |||||
* | Chairman of the Board | May 13, 2021 | |||
Ellery W. Roberts | |||||
* | Director | May 13, 2021 | |||
Edward J. Tobin | |||||
* | Director | May 13, 2021 | |||
Ellette A. Anderson | |||||
* | Director | May 13, 2021 | |||
Clark R. Crosnoe | |||||
* | Director | May 13, 2021 | |||
Paul A. Froning | |||||
* | Director | May 13, 2021 | |||
Glyn C. Milburn |
* | By: | /s/ Douglas T. Moore | |
Douglas T. Moore | |||
Attorney-In-Fact |
II-4
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Amendment No. 2 to Form S-1 (No. 333-255709) of our report dated March 29, 2021, with respect to the consolidated financial statements of 1847 Goedeker Inc., as of December 31, 2020 and 2019 and for the year ended December 31, 2020, and for the period from April 6, 2019 through December 31, 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows of Goedeker Television Co. (“Predecessor”) for the period from January 1, 2019 through April 5, 2019. We also consent to the reference to our firm under the heading “Experts” in this Registration Statement.
/s/ Friedman LLP |
|
Marlton, New Jersey | |
May 13, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Amendment No. 2 to Form S-1 (No. 333-255709) of our report dated April 5, 2021, with respect to the combined financial statements of 1 Stop Electronics Center, Inc.; YF Logistics LLC; Gold Cost Appliances, Inc.; Joe’s Appliances LLC; and Superior Deals Inc. (dba Appliances Connection), as of December 31, 2020 and 2019 and for each of the years in the two-year period ended December 31, 2020. We also consent to the reference of our firm under the heading “Experts” in this Registration Statement.
/s/ Friedman LLP |
|
Marlton, New Jersey | |
May 13, 2021 |
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