As filed with the Securities and Exchange Commission on October 22, 2007

Registration No. 333-                

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

TRIPLECROWN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   6770   20-0333311

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial Classification

Code Number)

 

(I.R.S. Employer Identification

Number)

970 West Broadway

PMB 402

Jackson, Wyoming 83001

(307) 633-2831

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

 

Jonathan J. Ledecky, President

Triplecrown Acquisition Corp.

970 West Broadway

PMB 402

Jackson, Wyoming 83001

(307) 633-2831

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

 

Copies to:

 

David Alan Miller, Esq.

Jeffrey M. Gallant, Esq.

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(212) 818-8800

(212) 818-8881 - Facsimile

 

Bruce S. Mendelsohn, Esq.

Akin Gump Strauss Hauer & Feld LLP

590 Madison Avenue

New York, New York 10022

(212) 872-1000

(212) 872-1002 - Facsimile

 

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. x

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. x 333-144523

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. ¨

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 Common Stock, $.0001 par value, and one Warrant (2)

   9,200,000 Units   $10.00   $92,000,000   $2,824.40

Shares of Common Stock included as part of the Units(2)

   9,200,000 Shares   —   —     —(3)

Warrants included as part of the Units(2)

   9,200,000 Warrants   —   —     —(3)

Shares of Common Stock underlying the Warrants included in the Units(4)

   9,200,000 Shares   $7.50   $69,000,000   $2,118.30

Total

           $161,000,000   $4,942.70
 
(1) Estimated solely for the purpose of calculating the registration fee.

 

(2) Includes 1,200,000 Units and 1,200,000 shares of Common Stock and 1,200,000 Warrants underlying such Units which may be issued on exercise of a 30-day option granted to the Underwriters to cover over-allotments, if any.

 

(3) No fee pursuant to Rule 457(g).

 

(4) Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

 

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 with respect to the registration of 9,200,000 additional units, consisting of one share of common stock, par value $0.001 per share, and one warrant and the 9,200,000 shares of common stock and 9,200,000 warrants underlying such units, of Triplecrown Acquisition Corp., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, including 1,200,000 units that may be purchased by the underwriters to cover over-allotments, if any. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-144523) (the “Prior Registration Statement”), initially filed by the Registrant on July 12, 2007 and declared effective by the Securities and Exchange Commission on October 22, 2007. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended (File No. 333-144523), including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in Registration Statement No. 333-144523 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

 

Exhibit No.   

Description

    
  3.1    Amended and Restated Certificate of Incorporation
  5.1    Opinion of Graubard Miller.
23    Consent of Marcum & Kliegman LLP.
  23.2    Consent of Graubard Miller (included in Exhibit 5.1).
24    Power of Attorney (included on signature page).

 

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 Jackson, State of Wyoming, on the 22 nd day of October, 2007.

 

TRIPLECROWN ACQUISITION CORP.
By:   /s/ Jonathan J. Ledecky
 

Name: Jonathan J. Ledecky

Title: President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric J. Watson and Jonathan J. Ledecky his true and lawful attorney-in-fact, 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, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

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.

 

Name

  

Position

 

Date

/s/ Eric J. Watson

Eric J. Watson

   Chairman of the Board and Treasurer (Principal financial and accounting officer)   October 22, 2007

/s/ Jonathan J. Ledecky

Jonathan J. Ledecky

   President, Secretary and Director (Principal executive officer)   October 22, 2007

/s/ Robert B. Hersov

Robert B. Hersov

   Director   October 22, 2007

/s/ Edward J. Mathias

Edward J. Mathias

   Director   October 22, 2007

/s/ Kerry Kennedy

Kerry Kennedy

   Director   October 22, 2007

/s/ Richard Y. Roberts

Richard Y. Roberts

   Director   October 22, 2007

/s/ Jimmie Lee Solomon, Jr.

Jimmie Lee Solomon, Jr.

   Director    October 22, 2007

/s/ Jay H. Nussbaum

Jay H. Nussbaum

   Director    October 22, 2007

/s/ Jim Gray

Jim Gray

   Director    October 22, 2007

/s/ Richard A. Stein

Richard A. Stein

   Director    October 22, 2007

/s/ Edward Hanson

Edward Hanson

   Director    October 22, 2007
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