As filed with the Securities and Exchange Commission
on August 18, 2023
Registration No. 333-237573
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arconic Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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3350 |
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84-2745636 |
(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) |
201 Isabella Street, Suite
400, Pittsburgh, Pennsylvania 15212-5872
(412) 992-2500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Adam Wheeler
Vice President and Secretary
201 Isabella Street, Suite
400, Pittsburgh, Pennsylvania 15212-5872
(412) 992-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Brian Janson, Esq.
Luke Jennings, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale
to the public: Not Applicable.
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, 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, 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.
Large accelerated filer |
x |
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Accelerated filer |
¨ |
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Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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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 complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
This filing constitutes a Post-Effective
Amendment to the Registration Statement on Form S-1 (File No. 333-237573), which was declared effective on April
13, 2020. This Post-Effective Amendment shall hereafter become effective in accordance with Section 8(c) of the Securities Act
of 1933, as amended (the “Securities Act”), on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c) of
the Securities Act, may determine.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 filed by
Arconic Corporation, a Delaware corporation (the “Registrant”), deregisters all securities remaining unsold under the Registration
Statement on Form S-1 (No. 333-237573) (the “Registration Statement”), which was originally filed with the Securities
and Exchange Commission (the “Commission”) on April 6, 2020, and declared effective by the Commission on April 13, 2020.
On May 4, 2023, the Registrant entered into an Agreement
and Plan of Merger with Arsenal AIC Parent LLC, a Delaware limited liability company (“Parent”), and Arsenal AIC MergeCo Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger
of Merger Sub with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary
of Parent. The Merger became effective on August 18, 2023, pursuant to a Certificate of Merger filed with the Secretary of State of the
State of Delaware.
As a result of the Merger, the Registrant has terminated
any and all offerings of its securities pursuant to the Registration Statement. In accordance with undertakings made by the Registrant
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under
the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby amends the Registration Statement
and removes from registration any and all securities registered under the Registration Statement that remain unsold as of the date of
this Post-Effective Amendment, and hereby terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsburgh, Pennsylvania, on August 18, 2023.
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Arconic Corporation |
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By: |
/s/ Adam Wheeler |
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Adam Wheeler |
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Vice President and Secretary |
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other
person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
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