Form S-3MEF RumbleON, Inc.
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As filed with the Securities and
Exchange Commission on April 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
RumbleOn, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or
organization)
46-3951329
(I.R.S.
Employer Identification Number)
901 W.
Walnut Hill Lane,
Irving,
Texas 75038
(214) 771-9952
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal
executive offices)
Marshall Chesrown
Chairman
and Chief Executive Officer
RumbleOn,
Inc.
901 W.
Walnut Hill Lane,
Irving,
Texas 75038
(214) 771-9952
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With a copy to:
Michael
Francis, Esq.
Christina
C. Russo, Esq.
Akerman
LLP
201
East Las Olas Boulevard, Suite 1800
Fort
Lauderdale, Florida 33301
(954)
463-2700
Approximate date of commencement of proposed sale to the
public: As soon as possible after this Registration
Statement becomes effective.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
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, 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. ☒ Registration Statement No. 333-234340
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 registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box: ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box:
☐
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.
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered (1)
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Proposed maximum
aggregate offering price (1)
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Amount of
registration fee (2)
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Class
B Common Stock, par value $0.001 per share
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$7,640,200.00
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$833.55
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(1) The
registrant previously registered an aggregate of $50,000,000 of
securities on the Registration Statement on Form S-3 (Registration
No. 333-234340) (the “Initial Registration Statement”).
$11,799,000.00 of securities have been issued under the Initial
Registration Statement. In accordance with Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”), an additional amount of securities having a proposed
maximum aggregate offering price of not more than 20% of the
maximum aggregate offering price of the remaining securities
eligible to be sold under the Initial Registration Statement are
being registered.
(2)
Calculated pursuant to Rule 457(o) under the Securities Act. The
registrant previously registered an aggregate of $50,000,000 of
securities on the Initial Registration Statement, for which a
filing fee of $6,490 was previously paid.
_____________________
Pursuant to Rule 462(b) under the Securities Act of 1933, this
Registration Statement shall become effective
upon filing with the Securities and Exchange
Commission.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed by
RumbleOn, Inc. (the “Company”) pursuant to Rule 462(b)
under the Securities Act. Pursuant to Rule 462(b), the Company
hereby incorporates by reference into this Registration Statement
on Form S-3 in its entirety the Registration Statement on Form S-3
(File No. 333-234340),
which was declared effective by the Securities and Exchange
Commission (“SEC”) on October 31, 2019 (the
“Initial Registration Statement”), including each of
the documents filed by the Company with the SEC and incorporated or
deemed to be incorporated by reference therein and all exhibits
thereto.
$11,799,000.00
of securities have been issued under the Initial Registration
Statement. In accordance with Rule 462(b) promulgated under the
Securities Act, an additional amount of securities having a
proposed maximum aggregate offering price of not more than 20% of
the maximum aggregate offering price of the remaining securities
eligible to be sold under the Initial Registration Statement are
being registered.
This
Registration Statement is being filed with respect to the
registration of an additional $7,640,200.00 aggregate maximum
amount of Class B Common Stock of the Company, which is described
in the prospectus constituting a part of the Initial Registration
Statement.
The
required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
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 April 9,
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 April 9, 2021.
1
EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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Opinion of Akerman LLP
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Consent
of Grant Thornton LLP
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Consent of Dixon Hughes Goodman LLP
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Consent of Akerman LLP (included with Exhibit 5.1).
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Power of Attorney (included in signature page of this Form
S-3).
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2
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-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Irving, State
of Texas, on this 8th day of April, 2021.
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RUMBLEON, INC.
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By:
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/s/ Marshall Chesrown
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Marshall Chesrown
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Chief Executive Officer and Chairman
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Marshall Chesrown
and Steven R. Berrard and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
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.
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Signature
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Title
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Date
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/s/ Marshall Chesrown
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Chief Executive Officer and Chairman
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April 8, 2021
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Marshall Chesrown
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(Principal Executive Officer)
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/s/ Steven R. Berrard
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Chief Financial Officer and Director
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April 8, 2021
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Steven R. Berrard
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(Principal Financial Officer and Principal Accounting
Officer)
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/s/ Adam Alexander
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Director
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April 8, 2021
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Adam Alexander
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/s/ Denmar Dixon
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Director
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April 8, 2021
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Denmar Dixon
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/s/ Richard A. Gray, Jr.
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Director
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April 8, 2021
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Richard A. Gray, Jr.
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/s/ Michael Marchlik
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Director
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April 8, 2021
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Michael Marchlik
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/s/ Kevin Westfall
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Director
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April 8, 2021
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Kevin Westfall
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3
Exhibit
5.1
 |
Akerman
LLP
201
East Las Olas Boulevard
Suite
1800
Fort
Lauderdale, FL 33301
T: 954
463 2700
F: 954
463 2224
|
April
8, 2021
RumbleOn, Inc.
901 W. Walnut Hill Lane,
Irving, Texas 75038
Re: Class B Common Stock registered under Registration Statement on
Form S-3
Ladies and Gentlemen:
We have acted as counsel to RumbleOn, Inc., a
Nevada corporation (the "Company"), in connection with your filing
with the Securities and Exchange Commission (the
“Commission”) of a Registration Statement on Form S-3
(the “462(b) Registration Statement”), pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the
“Securities Act”). The 462(b) Registration Statement
incorporates by reference the Company's Registration Statement on
Form S-3 (File No. 333-234340) filed with the Commission
on October 25, 2019, under
the Securities Act, and the Notice of Effectiveness of the
Commission posted on its website declaring such registration
statement effective on October 31, 2019 (the “Initial
Registration Statement” and together with the 462(b)
Registration Statement, the “Registration Statement”).
This opinion is furnished to you in connection with your filing of
the 462(b) Registration Statement, which is registering the
offering by the Company, of up to $7,640,200 of shares (the
“Shares”) of the Company’s Class B Common Stock,
par value $0.001 per share (the “Class B Common
Stock”).
We
have reviewed such documents and made such examination of law as we
have deemed appropriate to give the opinions set forth below. We
have relied, without independent verification, on certificates of
public officials and, as to matters of fact material to the
opinions set forth below, on certificates of officers of the
Company.
For
purposes of this opinion, we assume the corporate laws of Nevada
are substantially similar to the corporate laws of Florida and we
express no opinion as to matters governed by laws of any
jurisdiction other than Florida. We neither express nor imply any
obligation with respect to any other laws or the laws of any other
jurisdiction or of the United States. For purposes of this opinion,
we assume that the Shares will be issued in compliance with all
applicable state securities or blue sky laws.
Based on the foregoing, and subject to the
additional qualifications set forth below, we are of the opinion
that:
The
Shares have been duly authorized and, when the price upon which the
Shares are to be sold have been approved by or on behalf of the
Board of Directors of the Company (or a duly authorized committee
of the Board of Directors) and the Shares have been issued and
delivered against payment in the manner described in the
Registration Statement, the Shares will be validly issued, fully
paid and non-assessable.
akerman.com
We
hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Rule 462(b) Registration Statement. In giving our consent, we
do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and
regulations thereunder.
We
are opining only as to matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is
rendered as of the date hereof and is based upon currently existing
statutes, rules, regulations and judicial decisions. We disclaim
any obligation to advise you of any change in any of these sources
of law or subsequent legal or factual developments that affect any
matters or opinions set forth herein.
Very truly yours,
/s/
Akerman LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have issued our report dated March 31, 2021 with respect to the
consolidated financial statements of RumbleOn Inc. included in the
Annual Report on Form 10-K for the year ended December 31, 2020,
which are incorporated by reference in this Registration Statement.
We consent to the incorporation by reference of the aforementioned
report in this Registration Statement, and to the use of our name
as it appears under the caption “Experts.”
/s/ Grant Thornton LLP
Dallas, Texas
April 8, 2021
Exhibit 23.2
Consent Of Independent Registered Public Accounting
Firm
We
consent to the incorporation by reference in this Registration
Statement on Form S-3 of RumbleOn, Inc. of our report dated April
6, 2021, relating to the combined financial statements of RideNow
Group and Affiliates as of and for the years ended December 31,
2020 and 2019, and our report dated February 12, 2021, relating to
the combined financial statements of RideNow Group and Affiliates
as of and for the years ended December 31, 2019 and 2018, which
reports were included in the Current Report on Form 8-K of
RumbleOn, Inc. filed on April 8, 2021.
/s/
Dixon Hughes Goodman LLP
Atlanta, GA
April 8, 2021
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