As filed with the Securities and Exchange Commission on September 16, 2021
Registration No. 333-258712
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
SOARING EAGLE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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6670
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87-2652913
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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 No.)
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955 Fifth Avenue
New
York NY 10075
(310) 209-7280
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Eli Baker
President and
Chief Financial Officer
Soaring Eagle Acquisition Corp.
955 Fifth Avenue
New
York, NY 10075
Telephone: (310) 209-7280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Joel L. Rubinstein
Jonathan P. Rochwarger
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 819-8200
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Rachel W. Sheridan
Shagufa R. Hossain
Emily
E. Taylor
Latham & Watkins LLP
555 Eleventh Street NW
Suite 1000
Washington,
D.C. 20004
(202) 637-2200
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Approximate date of commencement of proposed sale to the public: From time to time 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐