Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FTC SOLAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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3674
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81-4816270
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification
Number)
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FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260,
Austin, Texas 78759
(737) 787-7906
(Address, Including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Patrick M. Cook
Chief Financial Officer
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260,
Austin, Texas 78759
(737) 787-7906
(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:
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Andrea L. Nicolás, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
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Jacob D. Wolf, Esq.
General Counsel and Secretary
FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260,
Austin, Texas 78759
(737) 787-7906
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Benjamin K. Marsh, Esq.
Goodwin Procter LLP
620 Eighth Avenue
New York, New York 10018
(212) 813-8800
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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, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒ File No. 333-254797
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.
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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
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Amount to be
Registered(1)
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Proposed
Maximum Offering
Price per Share(1)
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Proposed Maximum
Aggregate Offering Price(1)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.0001 per share
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1,631,790
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$13.00
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$21,213,270
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$2,314.37
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| (1) |
Represents only the additional number of shares of common stock being registered, and includes 212,843 additional shares of common stock that the underwriters have the option to purchase, solely to cover over-allotments, if any. Does not
include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-254797).
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| (2) |
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, based on the proposed maximum aggregate offering price. The registrant previously paid a filing of $46,224.00 for the Registration
Statement on Form S-1 (File No. 333-254797), which was declared effective on April 27, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, an additional amount of securities having a proposed maximum aggregate offering
price of $21,213,270 are hereby registered, which includes the additional shares that the underwriters have the option to purchase, solely to cover over-allotments, if any.
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
FTC Solar, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to the registration of additional shares of common stock, par value $0.0001 per share of Registrant. This Registration Statement relates to the public offering of securities contemplated by the earlier registration
statement on Form S-1, as amended (File No. 333-254797) (the “Prior Registration Statement”), which the Commission declared effective on April 27, 2021. The contents of the Prior Registration Statement, including all amendments and exhibits
thereto, are incorporated by reference into this Registration Statement.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 1,631,790 shares of its common stock, which includes 212,843 shares of common
stock that may be sold pursuant to the underwriters’ option to purchase additional shares, solely to cover over-allotments, if any. The additional shares of common stock that are being registered for issuance and sale are in an amount and at a
price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The Registrant hereby certifies that it has sufficient funds in the relevant account to cover the amount of the filing fee set forth on the cover page of this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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EXHIBIT
NO.
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DESCRIPTION
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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Consent of PricewaterhouseCoopers LLP
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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Power of Attorney (included in the signature page to the Prior Registration Statement, initially filed by the Registrant on March 26, 2021 and incorporated herein by reference)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, FTC Solar, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on the 27th day of April, 2021.
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FTC SOLAR, INC.
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By:
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/s/ Anthony P. Etnyre
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Name:
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Anthony P. Etnyre
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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/ Anthony P. Etnyre
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Chief Executive Officer and Director
(Principal Executive Officer)
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April 27, 2021
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Anthony P. Etnyre
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/s/ Patrick M. Cook
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Chief Financial Officer
(Principal Financial Officer)
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April 27, 20211
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Patrick M. Cook
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/s/ M. Cathy Behnen
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Chief Accounting Officer
(Principal Accounting Officer)
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April 27, 2021
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M. Cathy Behnen
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*
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Director
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April 27, 2021
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T.J. Rodgers
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*
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Director
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April 27, 2021
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David Springer
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*
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Director
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April 27, 2021
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Ahmad Chatila
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*
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Director
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April 27, 2021
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William Aldeen (“Dean”) Priddy, Jr.
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*
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Director
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April 27, 2021
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Isidoro Quiroga Cortés
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*
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Director
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April 27, 2021
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Shaker Sadasivam
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*
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Director
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April 27, 2021
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Lisan Hung
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*By:
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/s/ Anthony P. Etnyre
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Anthony P. Etnyre
Attorney-in-fact
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Exhibit 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
April 27, 2021
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FTC Solar, Inc.
9020 N Capital of Texas Hwy, Suite I-260,
Austin, Texas 78759
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| Re: |
FTC Solar, Inc.
Registration Statement on Form S‑1 |
Ladies and Gentlemen:
We have acted as special counsel to FTC Solar, Inc., a Delaware corporation (the “Company”), in connection with the public offering by the Company of the Company’s common
stock, par value $0.0001 per share (“Common Stock”). This opinion relates to up to 1,631,790 additional shares of Common Stock (including up to 212,843 shares of Common Stock subject to an over-allotment option) (the “Shares”) that may be sold by
the Company in such public offering pursuant to the registration statement to which this opinion pertains to be filed by the Company on the date hereof (the “462(b)) Registration Statement”).
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 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
FTC Solar, Inc.
April 27, 2021
Page 2
(a) the registration statement on Form S-1 (File No. 333-254797) of the Company
relating to the Shares, filed on March 26, 2021 with the Securities and Exchange Commission (the “Commission”) under the Securities Act and Pre-Effective Amendments No. 1 and No. 2 thereto, including the information deemed to be a part of the
registration statement pursuant to Rule 430A of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”) (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);
(b) the preliminary prospectus, dated April 14, 2021, which forms a part of and is
included in the Registration Statement;
(c) the 462(b) Registration Statement;
(d) the form of the Underwriting Agreement (the “Underwriting Agreement”) proposed to
be entered into among the Company, Barclays Capital Inc., BofA Securities, Inc., and UBS Securities LLC, as representatives of the several Underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of
the Shares, filed as Exhibit 1.1 to the Registration Statement;
(e) an executed copy of a certificate of Jacob Wolf, General Counsel and Secretary of
the Company, dated the date hereof (the “Secretary’s Certificate”);
(f) a copy of the Company’s Certificate of Incorporation, as in effect as of the date
hereof, certified by the Secretary of State of the State of Delaware as of April 14, 2021 and certified pursuant to the Secretary’s Certificate;
(g) the form of the Company’s Amended and Restated Certificate of Incorporation, to be
in effect immediately prior to the consummation of the offering of the Shares and filed as Exhibit 3.1 to the Registration Statement (the “Amended and Restated Certificate of Incorporation”);
(h) a copy of the Company’s Bylaws, as in effect as of the date hereof and certified
pursuant to the Secretary’s Certificate;
(i) the form of the Company’s Amended and Restated Bylaws, to be in effect immediately
prior to the consummation of the offering of the Shares and filed as Exhibit 3.4 to the Registration Statement (the “Amended and Restated Bylaws”);
(j) a copy of certain resolutions of the Board of Directors of the Company, adopted on
January 7, 2021, March 25, 2021 and April 16, 2021, certified pursuant to the Secretary’s Certificate; and
(k) a copy of certain resolutions of the stockholders of the Company adopted on April
16, 2021, certified pursuant to the Secretary’s Certificate.
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, including the facts and
conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Underwriting Agreement.
FTC Solar, Inc.
April 27, 2021
Page 3
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, 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 photocopied 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, including the factual representations and warranties set forth in the Underwriting Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of
Delaware (the “DGCL”).
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when (i) the
Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iii) the Amended and Restated Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware and has become effective and the Board of Directors of the Company, including any
appropriate committee appointed thereby, has taken all necessary corporate action to adopt Amended and Restated Bylaws and to approve the issuance and sale of the Shares and related matters, including the price per share of the Shares; (iv)
the Shares are registered in the Company’s share registry and delivered upon payment of the consideration therefor determined by the Board of Directors; and (v) the Shares, when issued and sold in accordance with the provisions of the
Underwriting Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001
per Share.
In rendering the opinion stated herein, we have assumed that the issuance of the Shares does not violate or conflict with any
agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Company’s Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws or those agreements or instruments
expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement).
FTC Solar, Inc.
April 27, 2021
Page 4
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the 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.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
ALN
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 of our report dated March 9, 2021 relating to the financial statements, which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-254797) of FTC Solar, Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-254797) incorporated by reference in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
Austin,
Texas
April 27, 2021