As filed with the Securities and Exchange Commission on May 5,
2023
Registration No. 333-270579
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERIMETER SOLUTIONS, SA
(Exact
name of registrant as specified in its charter)
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Grand Duchy of Luxembourg |
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98-1632942 |
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(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer
Identification Number)
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12E rue Guillaume Kroll, L-1882 Luxembourg
Grand Duchy of Luxembourg
352 2668 62-1
(314) 396-7343
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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Haitham Khouri
8000 Maryland Avenue
Suite 350
Clayton, Missouri 63105
(314) 396-7343
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(Address,
including zip code, and telephone number, including area code, of
agent for service)
Copies to:
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Flora R. Perez, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard Suite 2000
Fort Lauderdale, FL 33301
(954) 765-0500
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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, 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,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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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 |
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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.☐
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.
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EXPLANATORY NOTE
This registration statement is being filed by the registrant to
register, among other things, the (i) issuance of 8,460,860 of the
registrant’s ordinary shares that may be issued upon exercise of
warrants to purchase the registrant’s ordinary shares and (ii)
resale of up to 76,527,200 of the registrant’s ordinary shares
issued pursuant to subscription agreements with certain
institutional investors, certain individual accredited investors,
and certain members of management and directors of the registrant,
which were registered for resale and remain unsold under the
registrant’s Registration Statement
on Form S-1 (File No. 333-260798), which was
initially declared effective by the U.S. Securities and Exchange
Commission on November 12, 2021.
SUBJECT TO COMPLETION, DATED MAY 5, 2023
PRELIMINARY PROSPECTUS
Perimeter Solutions, SA
8,460,860 Ordinary Shares and
126,097,150 Ordinary Shares Offered by Selling
Securityholders
This prospectus relates to (i) the issuance by us of 8,460,860 of
our ordinary shares having a nominal value of $1.00 per share (the
“Ordinary Shares”) that may be issued upon the exercise of warrants
to purchase Ordinary Shares at an exercise price of $12.00 (the
“Warrants”) and (ii) the offer and sale from time to time by
certain selling securityholders named herein (the “Selling
Securityholders”), or their permitted transferees, of 126,097,150
Ordinary Shares, consisting of (a) up to 76,527,200 Ordinary Shares
issued in a private placement pursuant to subscription agreements
with certain institutional investors, investors affiliated with SK
Invictus Holdings S.à.r.l. (“SK Holdings”), certain individual
accredited investors, and certain members of our management and our
directors in connection with the
business combination among us, EverArc Holdings Limited
(“EverArc”), SK Invictus Intermediate S.à r.l., EverArc (BVI)
Merger Sub Limited and SK Holdings (the “Business
Combination”)
completed on November 9, 2021, (b) up to 15,036,731 Ordinary Shares
issued or issuable to EverArc Founders, LLC (“Founder”) as payment
for all or a portion of the fixed annual advisory fees payable to
Founder pursuant to the terms of the Advisory Services Agreement
dated December 12, 2019, by and between EverArc and Founder,
assumed by us on November 9, 2021 (the “Founder Advisory
Agreement”), and (c) up to 34,533,219 Ordinary Shares issued or
issuable to Founder as payment for all or a portion of the variable
annual advisory fees payable to Founder pursuant to the terms of
the Founder Advisory Agreement. The Business Combination is
described in greater detail in this prospectus. See
“Prospectus
Summary – Business Combination.”
If any Warrants are exercised, we will receive proceeds from the
exercise of such Warrants. We will not receive any proceeds from
the sale of Ordinary Shares by the Selling Securityholders pursuant
to this prospectus. However, we will pay the expenses associated
with the sale of Ordinary Shares pursuant to this prospectus, other
than underwriting discounts and commissions and expenses incurred
by the Selling Securityholders for brokerage, accounting, tax or
legal services or any other expenses incurred by the Selling
Securityholders in disposing of the securities.
Our registration of the Ordinary Shares covered by this prospectus
does not mean that either we or the Selling Securityholders will
issue, offer or sell, as applicable, any of the Ordinary Shares.
The Selling Securityholders may offer and sell the Ordinary Shares
covered by this prospectus in a number of different ways and at
varying prices. We provide more information about how the Selling
Securityholders may sell the Ordinary Shares in the section
entitled “Plan
of Distribution.”
You should read this prospectus and any prospectus supplement or
amendment carefully before you invest in our
securities.
Our Ordinary Shares are listed on the New York Stock Exchange under
the symbol “PRM”. On May 4, 2023, the closing price of our Ordinary
Shares was $7.18 per share.
Investing in our securities involves risks that are described in
the “Risk Factors” section beginning on page 6 of this prospectus.
You should carefully read and consider these risk factors and the
risk factors included in the reports that we file under the
Securities Exchange Act of 1934, as amended, in any prospectus
supplement relating to specific offerings of securities and in
other documents that we file with the Securities and Exchange
Commission.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the securities
to be issued under this prospectus or determined if this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 5, 2023
Table of Contents
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we are filing with the U.S. Securities and Exchange Commission
(the “SEC”) using a “shelf” registration process. Under this shelf
registration process, the selling securityholders named in this
prospectus (the “Selling Securityholders”) may, from time to time,
issue, offer and sell, as applicable, the securities described in
this prospectus in one or more offerings. The Selling
Securityholders may, from time to time, use the shelf registration
statement to sell up to an aggregate of 126,097,150 Ordinary
Shares, through any means described in the section entitled
“Plan
of Distribution.”
A prospectus supplement may also add, update or change information
included in this prospectus. Any statement contained in this
prospectus will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in such
prospectus supplement modifies or supersedes such statement. Any
statement so modified will be deemed to constitute a part of this
prospectus only as so modified, and any statement so superseded
will be deemed not to constitute a part of this prospectus. You
should rely only on the information contained in this prospectus,
any applicable prospectus supplement or any related free writing
prospectus. See “Where
You Can Find More Information.”
Neither we nor the Selling Securityholders have authorized anyone
to provide any information or to make any representations other
than those contained in this prospectus, any accompanying
prospectus supplement or any free writing prospectus we have
prepared. We and the Selling Securityholders take no responsibility
for and can provide no assurance as to the reliability of, any
other information that others may give you. This prospectus is an
offer to sell only the securities offered hereby and only under
circumstances and in jurisdictions where it is lawful to do so. No
dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus. This prospectus is not an offer to sell
securities, and it is not soliciting an offer to buy securities, in
any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus, or
any prospectus supplement is accurate only as of the date on the
front of those documents only, regardless of the time of delivery
of this prospectus or any applicable prospectus supplement, or any
sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those
dates.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under
“Where
You Can Find More Information.”
Unless otherwise indicated or the context otherwise requires, when
used in this prospectus, the term “Perimeter”, “we,” “our” and “us”
refer to Perimeter Solutions, SA and our subsidiaries.
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PROSPECTUS SUMMARY
Overview
We are a public company limited by shares (société
anonyme)
under the laws of the Grand Duchy of Luxembourg and registered with
the Luxembourg trade and companies register (Registre
de Commerce et des Sociétés, Luxembourg)
under number B 256.548.
We are organized and managed in two reporting segments: Fire Safety
and Specialty Products (formerly Oil Additives). Approximately 74%
of our 2022 annual revenues were derived in the United States,
approximately 15% in Europe, approximately 5% in Canada and
approximately 2% in Mexico. The approximately 4% of remaining
revenues in 2022 was spread across various other
countries.
The Fire Safety segment is a formulator and manufacturer of fire
management products that help our customers combat various types of
fires, including wildland, structural, flammable liquids and other
types of fires. Our Fire Safety segment also offers specialized
equipment and services, typically in conjunction with its fire
management products, to support its customers’ firefighting
operations. Our specialized equipment includes air base retardant
storage, mixing, and delivery equipment; mobile retardant bases;
retardant ground application units; mobile foam equipment; and
equipment that we custom design and manufacture to meet specific
customer needs. Our service network can meet the emergency resupply
needs of over 150 air tanker bases in North America, as well as
many other customer locations globally. The segment is built on the
premise of superior technology, exceptional responsiveness to our
customers’ needs, and a “never-fail” service network. Significant
end markets primarily include government-related entities and are
dependent on approvals, qualifications, and permits granted by the
respective governments and commercial customers around the
world.
In June 2022, the Oil Additives segment, which produces and sells
Phosphorus Pentasulfide (“P2S5”),
was renamed the Specialty Products segment to better reflect the
current and expanding applications for P2S5 in
several end markets and applications, including lubricant
additives, various agricultural applications, various mining
applications, and emerging electric battery technologies. Within
the lubricant additive end market, our largest end market
application as of September 30, 2022, P2S5,
is primarily used in the production of a family of compounds called
Zinc Dialkyldithiophosphates (“ZDDP”), which is considered an
essential component in the formulation of engine oils with its main
function to provide anti-wear protection to engine
components.
Our registered office is 12E rue Guillaume Kroll, L-1882
Luxembourg, Grand Duchy of Luxembourg. Our investor relations
website is located at
www.perimeter-solutions.com.
Information contained in, or accessible through, our website is not
a part of, and is not incorporated into, this
prospectus.
The Business Combination
On November 9, 2021, we consummated a business combination by and
among us, EverArc Holdings Limited, a company limited by shares
incorporated with limited liability in the British Virgin Islands
(“EverArc”), SK Invictus Intermediate S.à r.l., a limited liability
company (société
à responsabilité limitée)
governed by the laws of the Grand Duchy of Luxembourg (“SK”),
EverArc (BVI) Merger Sub, a company limited by shares incorporated
with limited liability under the laws of the British Virgin Islands
(“Merger Sub”), and SK Invictus Intermediate S.à r.l., a limited
liability company (société
à responsabilité limitée)
governed by the laws of the Grand Duchy of Luxembourg (“SK
Holdings”) (the “Business Combination”). In connection with the
Business Combination, (a) Merger Sub merged with and into
EverArc, with EverArc surviving such merger as a direct
wholly-owned subsidiary of Perimeter (the “Merger”), (b) in the
context of such Merger, all Ordinary Shares of EverArc outstanding
immediately prior to the Merger were exchanged for Ordinary Shares
of Perimeter, (c) SK Holdings (i) contributed a portion of its
Ordinary Shares in SK to Perimeter in exchange for 10,000,000
preferred shares of Perimeter valued at $100 million and (ii)
sold its remaining Ordinary Shares in SK to Perimeter for
approximately $1.9 billion in cash subject to certain
customary adjustments for working capital, transaction expenses,
cash and indebtedness (which amounted to approximately
$600 million in the aggregate), and (d) all of the
outstanding EverArc warrants, in each case, entitling the holder
thereof to purchase one-fourth of an EverArc ordinary share at an
exercise price of $12.00 per whole EverArc ordinary share, were
converted into the right to purchase one-fourth of an Ordinary
Share of Perimeter on substantially the same terms as the EverArc
warrants.
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In connection with the execution of the Business Combination
Agreement, EverArc, SK Holdings and Perimeter entered into separate
subscription agreements with a number of institutional investors,
investors affiliated with SK Holdings and individual accredited
investors (collectively, the “EverArc Subscribers”), pursuant to
which the EverArc Subscribers agreed to purchase an aggregate of
115,000,000 EverArc ordinary shares at $10.00 per share which were
converted into Ordinary Shares in connection with the closing of
the Business Combination. In addition, members of management of SK
(collectively, the “Management Subscribers”) purchased an aggregate
of 1,104,810 Ordinary Shares at $10.00 per share in connection with
the closing of the Business Combination and certain directors of
Perimeter, together with the EverArc Subscribers and Management
Subscribers, purchased an aggregate of 200,000 Ordinary Shares at
$10.00 per share in connection with the closing of the Business
Combination.
Pursuant to the subscription agreements, we agreed to register the
Ordinary Shares issued thereunder for resale.
The Founder Advisory Agreement
On December 12, 2019, EverArc entered into the Founder Advisory
Agreement (the “Founder Advisory Agreement”) with EverArc Founders,
LLC, a Delaware limited liability company (the “Founder”), which is
owned and operated by William N. Thorndike, Jr., W. Nicholas
Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri. Under the
Founder Advisory Agreement, the Founder agreed (i) to assist with
identifying target opportunities, due diligence, negation,
documentation and investor relations with respect to the Business
Combination, and (ii) to provide strategic and capital allocation
advice and such services as may from time to time be agreed
following the Business Combination. The rights and obligations of
EverArc under the Founder Advisory Agreement were assigned to, and
assumed by, Perimeter in connection with the closing of the
Business Combination.
In exchange for the services provided thereunder, the Founder is
entitled to receive both a fixed amount (“Fixed Annual Advisory
Amount”) and a variable amount (the “Variable Annual Advisory
Amount”) until the years ending December 31, 2027, and 2031,
respectively.
The Fixed Annual Advisory Amount will be equal
to 2,357,061 Ordinary Shares (1.5%
of 157,137,410 Ordinary Shares outstanding as of November
9, 2021) for each year through December 31, 2027. The Variable
Annual Advisory Amount for each year through December 31, 2031 is
based on the appreciation of the market price of Ordinary Shares if
such market price exceeds certain trading price minimums at the end
of each reporting period and is valued using a Monte Carlo
simulation model.
For 2021, the average market price used to calculate the Variable
Annual Advisory Amount and Fixed Annual Advisory Amount pursuant to
the terms of the Founder Advisory Agreement was $13.63 per Ordinary
Share, resulting in a (i) Variable Annual Advisory Amount for 2021
of 7,525,906 Ordinary Shares (the “2021 Variable Amount”) and (ii)
Fixed Annual Advisory Amount of 2,357,061 Ordinary Shares (the
“2021 Fixed Amount” and together with the 2021 Variable Amount, the
“2021 Advisory Amounts”). Per the Founder Advisory Agreement, the
Founder elected to receive approximately 60% of the 2021 Advisory
Amounts in Ordinary Shares (5,952,992 Ordinary Shares). On February
15, 2022, Perimeter issued 5,952,992 Ordinary Shares and paid $53.5
million in cash in satisfaction of 2021 Advisory
Amounts.
For 2022, the Founder was entitled to a Fixed Annual Advisory
Amount equal to 2,357,061 Ordinary Shares (the "2022 Advisory
Amount"). Per the Founder Advisory Agreement, the Founder elected
to receive approximately 78% of the 2022 Advisory Amount in
Ordinary Shares (1,831,653 Ordinary Shares). On February 15, 2023,
Perimeter issued 1,831,653 Ordinary Shares and paid $4.7 million in
cash in satisfaction of 2022 Advisory Amounts. The Founder did not
receive any Variable Annual Advisory Amount for 2022.
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THE
OFFERING
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Issuance of Ordinary Shares |
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Ordinary Shares Offered Hereunder |
8,460,860 Ordinary Shares issuable upon the exercise of
Warrants. |
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Resale of Ordinary Shares
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Ordinary Shares Offered by the Selling Securityholders |
Up to 76,527,200 Ordinary Shares issued pursuant to subscription
agreements with institutional and accredited investors, members of
management of SK and directors of Perimeter.
Up to 15,036,731 Ordinary Shares issued or issuable to Founder as
payment for all or a portion of the Fixed Annual Advisory Amount
payable to Founder pursuant to the terms of the Founder Advisory
Agreement.
Up to 34,533,219 Ordinary Shares issued or issuable to Founder as
payment for all or a portion of the Variable Annual Advisory Amount
payable to Founder pursuant to the terms of the Founder Advisory
Agreement.
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Use of proceeds |
We will receive up to an aggregate of $101,530,320 if all of the
Warrants are exercised, to the extent such Warrants are exercised
for cash.
If the market price for our Ordinary Shares does not increase from
current levels ($7.18 as of May 4, 2023), there is a small
likelihood that any of the Warrants will be exercised.
We expect to use the net proceeds from the exercise of the Warrants
for general corporate purposes and to implement our business plan,
although we believe we can fund our operations and business plan
with cash on hand.
We will not receive any proceeds from the sale of the Ordinary
Shares to be offered by the Selling Securityholders under this
prospectus.
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Ticker symbols |
Our Ordinary Shares trade on the NYSE under the ticker symbols
“PRM”. |
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Risk Factors |
Investing in our securities involves risks that are described in
the
“Risk Factors”
section beginning on page 6.
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus may constitute
“forward-looking statements” for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited
to, statements regarding our or our management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. Forward-looking statements in this prospectus
may include, for example, statements about:
•the
benefits from the Business Combination;
•our
ability to maintain the listing of the Ordinary Shares on the
NYSE;
•Perimeter’s
future financial performance, including any expansion plans and
opportunities;
•Perimeter’s
success in retaining or recruiting, or changes required in, its
officers, key employees or directors;
•expectations
concerning sources of revenue;
•expectations
about demand for fire retardant products, equipment and
services;
•the
size of the markets in which we compete and potential opportunities
in such markets;
•our
ability to foster highly responsive and collaborative relationships
with existing and potential customers and
stakeholders;
•expectations
concerning certain of our products’ ability to protect life and
property as population settlement locations change;
•expectations
concerning the markets in which we will operate in the coming
years;
•our
ability to maintain a leadership position in any
market;
•the
expected outcome of litigation matters and the effect of such
claims on business, financial condition, results of operations or
cash flows;
•our
ability to increase the size of our selling, general and
administrative functions to support the growth of our business and
whether administrative expenses will decrease as a percentage of
revenue over time; and
•expectations
about our compensation policies.
These forward-looking statements are based on information available
as of the date of this prospectus, and current expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing our views as of any subsequent
date, and we do not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
You should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks and
uncertainties, our actual results or performance may be materially
different from those expressed or implied by these forward-looking
statements. Some factors that could cause our actual results to
differ include:
•the
direct and indirect adverse impact of the novel strain of
coronavirus, SARS-CoV-2, which causes COVID-19 (“COVID-19”) on the
global economy and the related governmental regulations and
restrictions;
•the
impact of the conflict in Ukraine on the global economy and our
business;
•negative
or uncertain worldwide economic conditions;
•volatility,
seasonality and cyclicality in the industries in which we
operate;
•our
ability to realize the strategic and financial benefits of the
Business Combination;
•our
substantial dependence on sales to the U.S. Department of
Agriculture Forest Service and the state of California and the risk
of decreased sales to these customers;
•changes
in the regulation of the petrochemical industry, a downturn in the
lubricant additives and/or fire retardant end markets or our
failure to accurately predict the frequency, duration, timing, and
severity of changes in demand in such markets;
•changes
in customer relations or service levels;
•a
small number of our customers represent a significant portion of
our revenue;
•failure
to continuously innovate and to provide products that gain market
acceptance, which may cause us to be unable to attract new
customers or retain existing customers;
•improper
conduct of, or use of our products, by employees, agents,
government contractors or collaborators;
•changes
in the availability of products from our suppliers on a long-term
basis;
•production
interruptions or shutdowns, which could increase our operating or
capital expenditures or negatively impact the supply of our
products resulting in reduced sales;
•changes
in the availability of third-party logistics suppliers for
distribution, storage and transportation;
•increases
in supply and raw material costs, supply shortages, long lead times
for components or supply changes;
•adverse
effects on the demand for our products or services due to the
seasonal or cyclical nature of our business or severe weather
events;
•introduction
of new products, which are considered preferable, which could cause
demand for some of our products to be reduced or
eliminated;
•current
ongoing and future litigation, including multi-district litigation
and other legal proceedings;
•heightened
liability and reputational risks due to certain of our products
being provided to emergency services personnel and their use to
protect lives and property;
•future
products liabilities claims where indemnity and insurance coverage
could be inadequate or unavailable to cover these claims due to the
fact that some of the products we produce may cause adverse health
consequences;
•compliance
with export control or economic sanctions laws and
regulations;
•environmental
impacts and side effects of our products, which could have adverse
consequences for our business;
•compliance
with environmental laws and regulations;
•our
ability to protect our intellectual property rights and
know-how;
•our
ability to generate the funds required to service our debt and
finance our operations;
•fluctuations
in foreign currency exchange;
•potential
impairments or write-offs of certain assets;
•the
adequacy of our insurance coverage; and
•challenges
to our decisions and assumptions in assessing and complying with
our tax obligations.
RISK
FACTORS
An investment in our securities involves risks and uncertainties.
You should carefully consider the risk factors incorporated by
reference to our most recent Annual Report on Form 10-K for the
year ended December 31, 2022 and all other information contained or
incorporated by reference into this prospectus, as updated by our
subsequent filings under the Exchange Act, and the risk factors and
other information contained in any applicable prospectus supplement
before making an investment decision. The risks described in these
documents are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial also may impair our business operations. Past financial
performance may not be a reliable indicator of future performance,
and historical trends should not be used to anticipate results or
trends in future periods. If any of these risks actually occurs,
our business, financial condition, results of operations or cash
flow could be materially adversely affected. This could cause the
trading price of our securities to decline, resulting in a loss of
all or part of your investment.
USE
OF PROCEEDS
We will receive up to an aggregate of $101,530,320 if all the
Warrants are exercised, to the extent such Warrants are exercised
for cash. We expect to use the net proceeds from the exercise of
the Warrants for general corporate purposes and to implement our
business plan, although we believe we can fund our operations and
business plan with cash on hand. However, we will only receive such
proceeds if and when the Warrant holders exercise the Warrants.
Each Warrant is exercisable in multiples of four to purchase one
Ordinary Share and only whole warrants are exercisable. The
exercise price of the Warrants is $12.00 per share, subject to
certain adjustments. On May 4, 2023, the closing price of our
Ordinary Shares on the NYSE was $7.18 per share, which was $4.82
below the exercise price of the Warrants.
If the market price for our Ordinary Shares does not increase from
current levels, there is a small likelihood that any of the
Warrants will be exercised.
All Ordinary Shares offered by the Selling Securityholders pursuant
to this prospectus will be sold by the Selling Securityholders or
their permitted transferees. We will not receive any of the
proceeds from the sale of the Ordinary Shares offered by the
Selling Securityholders. However, we will pay the expenses
associated with the sale of Ordinary Shares pursuant to this
prospectus, other than underwriting discounts and commissions and
expenses incurred by the Selling Securityholders for brokerage,
accounting, tax or legal services or any other expenses incurred by
the Selling Securityholders in disposing of the
securities.
DESCRIPTION
OF SECURITIES
Ordinary Shares
Share Capital
Perimeter was incorporated on June 21, 2021, by EverArc, with an
initial share capital of $40,000, represented by 40,000 Ordinary
Shares with a nominal value of $1.00 per share.
Perimeter’s authorised share capital is set at $3,734,933,805, to
allow the board of directors to issue Ordinary Shares with a
nominal value of $1.00 per share and/or preferred shares with a
nominal value of $10.00 per share (the “Preferred Shares”) up to
the maximum amount of the authorised capital. A shareholder in a
Luxembourg société anonyme holding fully paid up shares is not
liable, solely because of his, her or its shareholder status, for
additional payments to Perimeter or its creditors. As of April 24,
2023, there were 157,630,816 Ordinary Shares outstanding and
10,000,000 Preferred Shares outstanding (excluding any shares held
in treasury by Perimeter).
Share Issuances
Pursuant to Luxembourg law, the issuance of Ordinary Shares
requires approval by the shareholders at the time of an
extraordinary general meeting of the shareholders to be held before
a notary in the Grand Duchy of Luxembourg (subject to necessary
quorum and majority requirements). The shareholders may approve an
authorized capital and authorize the board of directors, for a
period up to 5 years, to increase the share capital in one or
several tranches with or without share premium, against payment in
cash or in kind, by conversion of claims on Perimeter or in any
other manner for any reason whatsoever including (i) issue
subscription and/or conversion rights in relation to new shares or
instruments within the limits of the authorized capital under the
terms and conditions of warrants (which may be separate or linked
to shares, bonds, notes or similar instruments issued by
Perimeter), convertible bonds, notes or similar instruments; (ii)
determine the place and date of the issue or successive issues, the
issue price, the terms and conditions of the subscription of and
paying up on the new shares and instruments and (iii) remove or
limit the statutory preferential subscription right of the
shareholders in case of issue against payment in cash or shares,
warrants (which may be separate or attached to shares, bonds, notes
or similar instruments), convertible bonds, notes or similar
instruments up to the maximum amount of such authorized capital for
a maximum period of five years after the date that the minutes of
the relevant general meeting approving such authorization are
published in the Luxembourg official gazette
(Recueil Electronique des Sociétés,
“RESA”). The shareholders may amend, renew (each time for a period
up to 5 years) or extend such authorized capital and such
authorization to the board of directors to increase the share
capital and issue ordinary shares.
In addition, the general meeting of shareholders may authorize the
board of directors to make an allotment of existing or newly issued
shares without consideration to (a) employees of Perimeter or
certain categories amongst those; (b) employees of companies
or economic interest grouping in which Perimeter holds directly or
indirectly at least ten per cent (10%) of the share capital or
voting rights; (c) employees of companies or economic interest
grouping which holds directly or indirectly at least ten per cent
(10%) of the share capital or voting rights of Perimeter; (d)
employees of companies or economic interest grouping in which at
least fifty per cent (50%) of the share capital or voting rights is
held directly or indirectly by a company which holds directly or
indirectly at least fifty per cent (50%) of the share capital of
Perimeter; and (e) members of the corporate bodies of Perimeter or
of the companies or economic interest grouping listed in point (b)
to (d) above or certain categories amongst those, for a maximum
period of five years after the date that the minutes of the
relevant general meeting approving such authorization are published
in the Luxembourg RESA.
Perimeter recognizes only one holder per ordinary share. In case an
ordinary share is owned by several persons, they shall appoint a
single representative who shall represent them in respect of
Perimeter. Perimeter has the right to suspend the exercise of all
rights attached to that share, except for relevant information
rights, until such representative has been appointed.
Upon the consummation of the Business Combination, the board of
directors will resolve on the issuance of Ordinary Shares out of
the authorized capital (capital
autorisé)
in accordance with applicable law. The board of directors also
resolves on the applicable procedures and timelines to which such
issuance will be subjected. If the proposal of the board of
directors to issue new Ordinary Shares exceeds the limits of
Perimeter’s authorized share capital, the board of directors must
then convene the shareholders to an extraordinary general meeting
to be held in front of a Luxembourg notary for the purpose of
increasing the issued share capital. Such meeting will be subject
to the quorum and majority requirements required for amending the
articles of association. If the capital call proposed by the board
of directors consists of an increase in the shareholders’
commitments, the board of directors must convene the shareholders
to an extraordinary general meeting to be held in front of a
Luxembourg notary for such purpose. Such meeting will be subject to
the unanimous consent of the shareholders.
Preemptive Rights
Under Luxembourg law, existing shareholders benefit from a
preemptive subscription right on the issuance of ordinary shares
for cash consideration. However, Perimeter’s shareholders have, in
accordance with Luxembourg law, authorized the board of directors
to suppress, waive, or limit any preemptive subscription rights of
shareholders provided by law to the extent that the board of
directors deems such suppression, waiver, or limitation advisable
for any issuance or issuances of ordinary shares within the scope
of Perimeter’s authorized share capital. The general meeting of
shareholders duly convened to consider an amendment to the articles
of association also may, by two-thirds majority vote, limit, waive,
or cancel such preemptive rights or renew, amend or extend them, in
each case for a period not to exceed five years. Such ordinary
shares may be issued above, at, or below market value, and,
following a certain procedure, even below the nominal value or
below the accounting par value per ordinary share. The ordinary
shares also may be issued by way of incorporation of available
reserves, including share premium.
Share Repurchases
Perimeter cannot subscribe for its own ordinary shares. Perimeter
may, however, repurchase issued ordinary shares or have another
person repurchase issued ordinary shares for its account, subject
to the following conditions:
•prior
authorization by a simple majority vote at an ordinary general
meeting of shareholders, which authorization sets
forth;
•the
terms and conditions of the proposed repurchase and in particular
the maximum number of ordinary shares to be
repurchased;
•the
duration of the period for which the authorization is given, which
may not exceed five years;
•in
the case of repurchase for consideration, the minimum and maximum
consideration per share, provided that the prior authorization
shall not apply in the case of ordinary shares acquired by either
Perimeter, or by a person acting in his or her own name on its
behalf, for the distribution thereof to its staff or to the staff
of a company with which it is in a control
relationship;
•only
fully paid-up ordinary shares may be repurchased; and
•the
voting and dividend rights attached to the repurchased shares will
be suspended as long as the repurchased ordinary shares are held by
Perimeter; and the acquisition offer must be made on the same terms
and conditions to all the shareholders who are in the same
position, except for acquisitions which were unanimously decided by
a general meeting at which all the shareholders were present or
represented. In addition, listed companies may repurchase their own
shares on the stock exchange without an acquisition offer having to
be made to Perimeter’s shareholders.
The authorization will be valid for a period ending on the earlier
of five years from the date of such shareholder authorization and
the date of its renewal by a subsequent general meeting of
shareholders. Pursuant to such authorization, the board of
directors is authorized to acquire and sell Perimeter’s ordinary
shares under the conditions set forth in article 430-15 of the
Luxembourg law of August 10, 1915 on commercial companies, as
amended (the “1915 Law”). Such purchases and sales may be carried
out for any authorized purpose or any purpose that is authorized by
the laws and regulations in force. The purchase price per ordinary
share to be determined by the board of directors or its delegate
shall represent not more than the fair market value of such
ordinary share.
In addition, pursuant to Luxembourg law, Perimeter may directly or
indirectly repurchase ordinary shares by resolution of its board of
directors without the prior approval of the general meeting of
shareholders if such repurchase is deemed by the board of directors
to be necessary to prevent serious and imminent harm to Perimeter,
or if the acquisition of ordinary shares has been made with the
intent of distribution to its employees and/or the employees of any
entity having a controlling relationship with it (i.e., its
subsidiaries or controlling shareholder) or in any of the
circumstances listed in article 430-16 of the 1915
Law.
On December 7, 2021, subject to the approval of the shareholders of
Perimeter, the Perimeter’s board of directors authorized a share
repurchase plan (the “Share Repurchase Plan”). Under the Share
Repurchase Plan, Perimeter is authorized to repurchase up to
$100.0 million of its issued and outstanding Ordinary Shares
at any time during the next 24 months or, if different,
such other timeframe as approved by the shareholders of Perimeter.
Until such time as the Share Repurchase Plan was approved by the
shareholders of Perimeter, the board of directors authorized any
subsidiary of Perimeter to take such actions necessary to purchase
Ordinary Shares of Perimeter. Repurchases under the Share
Repurchase Plan may be made, from time to time, in such
quantities, in such manner and on such terms
and conditions and at prices Perimeter deems appropriate. On July
21, 2022, subject to certain limits, the shareholders of Perimeter
approved a proposal authorizing the board of directors to
repurchase up to 25% of the Ordinary Shares outstanding as of
the date of the shareholders’ approval,
being 40,659,257 Ordinary Shares, at any time during the
next five years. On November 3, 2022, the board of directors
approved the repurchase of up to $100.0 million of Ordinary
Shares during the next 24 months.
Preferred Shares
As of December 31, 2022, Perimeter had 10.0 million Preferred
Shares outstanding with a nominal value of $10.00 per share. As
long as the Preferred Shares are in issue and outstanding, no
shares ranking pari passu or senior to the Preferred Shares shall
be issued by Perimeter, other than additional Preferred Shares or
other equity securities interest issued with the consent of a
majority of holders of the Preferred Shares.
Each Preferred Share is entitled to a Preferential Dividend (as
defined in Perimeter’s articles of association (the “Articles”))
amounting to the applicable Regular Dividend Rate (as defined in
the Articles) of its nominal value (i.e., $10.00 per share). The
Preferential Dividend shall be paid each year within 3 business
days following each Preferential Dividend Payment Date (as defined
in the Articles). On each Preferential Dividend Payment Date, 40%
of the Preferential Dividend for such year (or 50% of the
Preferential Dividend for such year if Perimeter paid a dividend on
the Ordinary Shares during period since the payment of the last
Preferential Dividend Payment Date) shall be paid in cash and the
remainder of the Preferential Dividend shall be paid in kind,
unless Perimeter elects to pay any additional portion of the
Preferential Dividend in cash; provided, that, (x) Perimeter shall
not be required to pay any portion of such annual Preferential
Dividends in cash on a Preferential Dividend Payment Date to the
extent that Perimeter or its subsidiaries are prohibited from
paying such portion of the annual Preferential Dividend in cash
under either (i) the Senior Credit Agreement (as defined in the
Articles) or (ii) the Bridge Loan/Secured Notes (as defined in the
Articles), and (y) in the event that Perimeter or its subsidiaries
are so prohibited from paying all or a portion of such Preferential
Dividends in cash as described in the foregoing clause (x),
Perimeter shall pay the maximum amount not prohibited by the Senior
Credit Agreement or the Bridge Loan/Secured Notes in cash. If
Perimeter fails to pay any portion of the cash portion of the
Preferential Dividend for any reason in a given year by the
Preferential Dividend Payment Date (including due to
clause (x) of the immediately preceding sentence), then (i)
the Preferential Dividend rate for such year (i.e. the year in
which Perimeter fails to pay any portion of the cash portion of the
Preferential Dividend Payment (as defined in the Articles)), but
not necessarily the subsequent year, will increase to the Increased
Dividend Rate (as defined in the Articles) and (ii) the
Preferential Dividend rate for the following year will be reset at
the Regular Dividend Rate and will be subject to increase to the
Increased Dividend Rate for such year (but not necessarily the
subsequent year) if Perimeter fails to pay any portion of the cash
portion of the Preferential Dividend Payment by the Preferential
Dividend Payment Date for such year.
Perimeter may redeem the Preferred Shares at any time prior to the
earliest of (i) six months following the latest maturity date of
the Senior Credit Agreement and Bridge Loan/Secured Notes, (ii)
nine years after the date of issuance of the Preferred Shares or
(iii) upon the occurrence of a Change of Control (as defined in the
Articles) (the “Defined Maturity Date”) at Perimeter’s sole option.
The redemption price per share would be equal to the nominal value
of the Preferred Shares plus any accrued and unpaid Preferential
Dividend, if any. If Perimeter fails to redeem the Preferred Shares
at the Defined Maturity Date, the Preferential Dividend rate will
permanently increase to the interest rate currently being paid
(whether default or not) under the Senior Credit Agreement plus
10%.
As long as Preferred Shares are issued and outstanding, Perimeter
and its subsidiaries shall not (a) enter into a credit agreement
(except to the extent related to the issuance of senior secured
notes as contemplated by the Bridge Loan/Secured Notes) or (b)
amend the Senior Credit Agreement, in each case, in a manner that
would adversely affect the redemption rights of the Preferred
Shares by extending the maturity date under such credit facility
beyond the defined maturity date or increase the restrictions on
Perimeter’s ability to pay the cash portion of Preferential
Dividends without the consent of holders owning a majority of the
Preferred Shares. If, in any year, Perimeter fails to make any
portion of the cash portion of any Preferential Dividend by the
Preferential Dividend Payment Date, then, during the following
year, Perimeter may not, without the consent of the holders of a
majority of the outstanding Preferred Shares, pay a cash dividend
on the Ordinary Shares until such time as Perimeter has paid the
cash portion of the Preferential Dividend Payment for such
following year (which cash portion of the Preferential Dividend
Payment may be paid by Perimeter in advance of the Preferential
Dividend Payment Date for, and at any time during, such following
year); for the avoidance of doubt, the restrictions set forth in
this sentence shall not apply to any non-pro rata purchase,
repurchase or redemption of any equity securities of Perimeter or
any of its subsidiaries. As long as Preferred Shares are issued and
outstanding, during the occurrence and continuance of a default by
Perimeter to pay any Preferential Dividend (for the avoidance of
doubt, the payment of any cash portion of the Preferential Dividend
in kind in accordance with the terms of the Articles shall not
constitute a default by Perimeter), the approval of holders owning
a majority of the outstanding Preferred Shares shall be required
(i) for the declaration of dividends to the benefit of all other
categories of Perimeter shares issued and outstanding and
(ii)
for the purchase, repurchase or redemption of any equity securities
of Perimeter or any of its subsidiaries (other than pursuant to
equity incentive agreements with employees).
The Preferred Shares are not entitled to vote, save for the matters
provided for by Luxembourg law, including any amendment, alteration
or change to the rights attached to the Preferred Shares in a
manner adverse to the Preferred Shares for which the consent of
holders owning a majority of the Preferred Shares will be
required.
The Preferred Shares, being non-voting shares, shall not be
included for the calculation of the quorum and majority at each
general meeting of Perimeter, save for the matters provided for by
Luxembourg law and in the relevant provisions of the
Articles.
In case of liquidation of Perimeter, after payment of all the debts
of and charges against Perimeter and of the expenses of
liquidation, the holders of Preferred Shares, if any, shall be
entitled to a preferential right to repayment of the nominal value
of the Preferred Shares plus any accrued but unpaid Preferential
Dividends before repayment of the nominal value of the Ordinary
Shares.
The rights attached to the Preferred Shares under the Articles
shall not be amended in a manner adverse to the Preferred Shares
without the consent of holders owning a majority of the Preferred
Shares.
Voting Rights
Each Ordinary Share entitles the holder thereof to one vote.
Neither Luxembourg law nor the Articles contain any restrictions as
to the voting of Ordinary Shares by non-Luxembourg residents. The
1915 Law distinguishes general meetings of shareholders and
extraordinary general meetings of shareholders with respect to
quorum and majority requirements.
Meetings
Ordinary General Meeting
At an ordinary general meeting, there is no quorum requirement and
resolutions are adopted by a simple majority of validly cast votes.
Abstentions are not considered “votes.”
Extraordinary General Meeting
Extraordinary resolutions are required for any of the following
matters, among others: (i) an increase or decrease of the
authorized or issued capital, (ii) a limitation or exclusion of
preemptive rights, (iii) approval of a statutory merger or
de-merger (scission), (iv) Perimeter’s dissolution and liquidation
opening, (v) any and all amendments to the Articles and (vi) change
of nationality. Pursuant to the Articles, for any resolutions to be
considered at an extraordinary general meeting of shareholders, the
quorum shall be at least one half of Perimeter’s issued share
capital unless otherwise mandatorily required by law. If the said
quorum is not present, a second meeting may be convened, for which
the 1915 Law does not prescribe a quorum. Any extraordinary
resolution shall be adopted at a quorate general meeting, except
otherwise provided by law, by at least a two-thirds majority of the
votes validly cast on such resolution by shareholders. Abstentions
are not considered “votes.”
Annual Shareholders Meetings
An annual general meeting of shareholders shall be held in the
Grand Duchy of Luxembourg within six months of the end of the
preceding financial year, except for the first annual general
meeting of shareholders which may be held within 18 months from
incorporation.
Warrants
Pursuant to the EverArc Warrant Amendment attached to the Business
Combination Agreement, EverArc assigned to Perimeter all of
EverArc’s right, title and interest in and to the EverArc Warrant
Instrument and Perimeter assumed, and agreed to pay, perform,
satisfy and discharge in full, all of EverArc’s liabilities and
obligations under the EverArc Warrant Instrument that arose after
the consummation of the Business Combination.
Each Warrant is exercisable in multiples of four to purchase one
Ordinary Share and only whole warrants are exercisable. The
exercise price of the Warrants is $12.00 per share, subject to
adjustment as described in the EverArc Warrant Instrument. A
Warrant may be exercised only during the period beginning 30 days
after the
consummation of the transactions contemplated by the Business
Combination Agreement, and terminating at 5:00 p.m., New York
City time on the date that is three years after the date on which
the Business Combination was consummated, provided that if such day
is not a trading day, the trading day immediately following such
day, unless earlier redeemed in accordance with the EverArc Warrant
Instrument as described below.
Redemptions of Warrants
Pursuant to the EverArc Warrant Instrument, once the warrants
become exercisable, they may be redeemed (i) in whole and not
in part, (ii) at a price of $0.01 per warrant, (iii) upon not less
than 30 days’ prior written notice of redemption to each warrant
holder, and (iv) if, and only if, the reported last sale price of
the Ordinary Shares equals or exceeds $18.00 per share for any 10
consecutive trading days.
Dividends
From the annual net profits of Perimeter, at least 5% shall each
year be allocated to the reserve required by applicable laws (the
“Legal Reserve”). That allocation to the Legal Reserve will cease
to be required as soon and as long as the Legal Reserve amounts to
10% of the amount of the share capital of Perimeter. The general
meeting of shareholders shall resolve how the remainder of the
annual net profits, after allocation to the Legal Reserve, will be
disposed of by allocating the whole or part of the remainder to a
reserve or to a provision, by carrying it forward to the next
following financial year or by distributing it, together with
carried forward profits, distributable reserves or share premium to
the shareholders, each Ordinary Share entitling to the same
proportion in such distributions.
The board of directors may resolve that Perimeter pays out an
interim dividend to the shareholders, subject to the conditions of
article 461-3 of the 1915 Law and the Articles, which includes,
inter alia, a supervisory/statutory auditor report (as applicable).
The board of directors shall set the amount and the date of payment
of the interim dividend.
Any share premium assimilated premium or other distributable
reserve may be freely distributed to the shareholders subject to
the provisions of the 1915 Law and the Articles. In case of a
dividend payment, each shareholder is entitled to receive a
dividend right pro rata according to his, her or its respective
shareholding. The dividend entitlement lapses upon the expiration
of a five-year prescription period from the date of the dividend
distribution. The unclaimed dividends return to Perimeter’s
accounts.
Exclusive Forum
The Articles provide that unless Perimeter consents in writing to
the selection of an alternative forum, the federal district courts
of the United States will, to the fullest extent permitted by
applicable law, be the sole and exclusive forum for any action
asserting a claim arising under the Securities Act. The Securities
Act forum provision is not intended by Perimeter to limit the forum
available to its shareholders for actions or proceedings asserting
claims arising under the Exchange Act. The validity and
enforceability of such exclusive forum clause cannot be confirmed
under Luxembourg law. If a court were to find the exclusive forum
clause to be inapplicable or unenforceable in an action, Perimeter
may incur additional costs associated with resolving such action in
other jurisdictions, which could harm its business, operating
results and financial condition.
SELLING
SECURITYHOLDERS
This prospectus relates to the resale by the Selling
Securityholders from time to time of up to 126,097,150 Ordinary
Shares. The Selling Securityholders may from time to time offer and
sell any or all of the Ordinary Shares set forth below pursuant to
this prospectus and any accompanying prospectus supplement. When we
refer to the “Selling
Securityholders”
in this prospectus, we mean the persons listed in the table below,
and the pledgees, donees, transferees, assignees, successors,
designees and others who later come to hold any of the Selling
Securityholders’ interest in the Ordinary Shares other than through
a public sale.
The following table sets forth, as of
April 24,
2023, the names of the Selling Securityholders, the aggregate
number of Ordinary Shares owned by each Selling Securityholder
immediately prior to the sale of Ordinary Shares in this offering,
the number of Ordinary Shares that may be sold by each Selling
Securityholder under this prospectus and that each Selling
Securityholder will beneficially own after this
offering.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the Selling
Securityholders have sole voting and investment power with respect
to all Ordinary Shares that they beneficially own, subject to
applicable community property laws. Except as otherwise described
below, based on the information provided to us by the Selling
Securityholders, no Selling Securityholder is a broker-dealer or an
affiliate of a broker-dealer.
For purposes of the table below, we have assumed that the Selling
Securityholders will not acquire beneficial ownership of any
additional securities during the offering. In addition, we assume
that the Selling Securityholders have not sold, transferred or
otherwise disposed of, our securities in transactions exempt from
the registration requirements of the Securities Act.
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Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this
Offering |
Securities Beneficially Owned after this Offering |
|
Name of Selling Securityholder |
Perimeter Ordinary Shares |
Percentage(1) |
Perimeter Ordinary Shares |
Perimeter Ordinary Shares |
Percentage(1) |
|
Edward Goldberg(2)
|
222,957 |
* |
222,957 |
— |
— |
|
Barry Lederman(3)
|
196,416 |
* |
196,416 |
— |
— |
|
Noriko Yokozuka(4)
|
47,157 |
* |
47,157 |
— |
— |
|
Stephen Cornwall(5)
|
42,087 |
* |
42,087 |
— |
* |
|
Ernest Kremling(6)
|
150,498 |
* |
150,498 |
— |
— |
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Shannon Horn(7)
|
445,695 |
* |
445,695 |
— |
— |
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Sean Hennessy(8)
|
100,000 |
* |
100,000 |
— |
— |
|
Kevin Stein(9)
|
115,000 |
* |
115,000 |
— |
— |
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BV Texas Partners LLC(10)
|
200,000 |
* |
200,000 |
— |
— |
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Alyeska Master Fund, LP(11)
|
5,906,259 |
3.75% |
4,434,347 |
1,471,912 |
* |
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Aperture Endeavour Equity Fund(12)
|
300,000 |
* |
300,000 |
— |
— |
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BCP – 2021 Series LLC – Series EH(13)
|
101,000 |
* |
101,000 |
— |
— |
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Cooper Square Fund II, L.P.(14)
|
875,785 |
* |
589,911 |
285,874 |
* |
|
Cooper Square Fund, L.P.(14)
|
2,271,618 |
1.44% |
1,710,308 |
561,310 |
* |
|
Cooper Square Offshore Master Fund, Ltd.(14)
|
512,246 |
* |
403,396 |
108,850 |
* |
|
CPG Cooper Square International Equity, LLC(14)
|
167,415 |
* |
111,385 |
56,030 |
* |
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Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this
Offering |
Securities Beneficially Owned after this Offering |
|
Name of Selling Securityholder |
Perimeter Ordinary Shares |
Percentage(1) |
Perimeter Ordinary Shares |
Perimeter Ordinary Shares |
Percentage(1) |
|
CRMC – SMALL CAP World Fund, Inc.(15)
|
6,513,000 |
4.13% |
6,513,000 |
— |
— |
|
Darlington Partners, L.P.(16)
|
1,723,918 |
1.11% |
1,723,918 |
— |
— |
|
Darlington Partners II, L.P.(16)
|
276,082 |
* |
276,082 |
— |
— |
|
EC Longhorn LLC(17)
|
1,250,373 |
* |
1,250,373 |
— |
— |
|
Eminence Holdings LLC(17)
|
5,749,627 |
3.65% |
5,749,627 |
— |
— |
|
Ghisallo Master Fund LP(18)
|
800,000 |
* |
800,000 |
— |
— |
|
Janus Henderson Capital Funds PLC(19)
|
218,539 |
* |
75,194 |
143,345 |
* |
|
Janus Henderson Venture Fund(19)
|
3,722,475 |
2.36% |
1,164,806 |
2,557,669 |
1.62% |
|
Matrix Capital Management Master Fund, LP(20)
|
8,587,500 |
5.45% |
2,500,000 |
6,087,500 |
3.86% |
|
Meritage Fund LLC(21)
|
8,000,000 |
5.08% |
8,000,000 |
— |
— |
|
Petrus Securities, L.P.(22)
|
700,000 |
* |
700,000 |
— |
— |
|
Principal Funds, Inc. – MidCap Fund(23)
|
8,103,363 |
5.14% |
2,660,760 |
5,442,603 |
3.45% |
|
Principal Global Investors Collective Investment Trust – Mid-Cap
Equity Fund(23)
|
194,807 |
* |
47,088 |
147,719 |
* |
|
Principal Life Insurance Company – Principal MidCap Separate
Account(23)
|
790,280 |
* |
224,859 |
565,421 |
* |
|
Principal Variable Contracts Funds, Inc. – MidCap
Account(23)
|
281,317 |
* |
67,293 |
214,024 |
* |
|
SEG Partners Offshore Master Fund, Ltd.(14)
|
4,486,639 |
2.85% |
1,851,876 |
2,634,763 |
1.67% |
|
Senator Global Opportunity Master Fund LP(24)
|
2,450,000 |
1.55% |
1,700,000 |
750,000 |
* |
|
Slate Path Capital GP LLC(25)
|
6,000,000 |
3.81% |
6,000,000 |
— |
— |
|
The WindAcre Partnership Master Fund LP(26)
|
21,600,000 |
13.70% |
20,000,000 |
1,600,000 |
1.02% |
|
Tiger Eye Master Fund Ltd.(27)
|
11,968,087 |
7.59% |
9,500,000 |
2,468,087 |
1.57% |
|
Tiger Eye Opportunity Fund II LLC(27)
|
500,000 |
* |
500,000 |
— |
— |
|
Aaron Davenport(28)(29)
|
100,000 |
* |
100,000 |
— |
— |
|
Amber Shook(28)
|
2,500 |
* |
2,500 |
— |
— |
|
Jamshid Keynejad(28)(30)
|
100,000 |
* |
100,000 |
— |
— |
|
Jayesh Taunk(28)(31)
|
4,000 |
* |
4,000 |
— |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this
Offering |
Securities Beneficially Owned after this Offering |
|
Name of Selling Securityholder |
Perimeter Ordinary Shares |
Percentage(1) |
Perimeter Ordinary Shares |
Perimeter Ordinary Shares |
Percentage(1) |
|
John Norris(28)
|
100,000 |
* |
100,000 |
— |
— |
|
Joshua and Lauren Lieberman(28)
|
2,500 |
* |
2,500 |
— |
— |
|
Michael Anagnos(28)
|
5,000 |
* |
5,000 |
— |
— |
|
Robert Abrams(28)
|
2,500 |
* |
2,500 |
— |
— |
|
Simon Dowker(32)
|
2,500 |
* |
2,500 |
— |
— |
|
Stephen d’Incelli(28)
|
10,000 |
* |
10,000 |
— |
— |
|
Mike Lisman
|
15,000 |
* |
15,000 |
— |
— |
|
EverArc Founders LLC(33)
|
42,103,588 |
26.71% |
42,103,488 |
100 |
* |
|
Tracy Britt Cool(34)
|
189,282 |
* |
153,082 |
36,200 |
* |
|
Haitham Khouri(35)
|
1,475,385 |
* |
1,293,859 |
181,526 |
* |
|
Vivek Raj(36)
|
584,406 |
* |
484,406 |
100,000 |
* |
|
William N. Thorndike, Jr.(37)
|
2,737,546 |
1.74% |
2,237,546 |
500,000 |
* |
|
W. Nicholas Howley (38)
|
1,291,685 |
* |
696,446 |
595,239 |
* |
|
The Cleveland Foundation(39)
|
2,601,123 |
1.65% |
2,601,123 |
— |
— |
|
* Less than one percent of outstanding Ordinary
Shares.
|
___________________________
(1) Percentages are based on 157,630,816
Ordinary Shares outstanding as of April 24, 2023 (excluding any
shares held in treasury by Perimeter).
(2) Edward Goldberg serves as the Vice
Chairman of Perimeter and as a Director of Perimeter.
(3) Barry Lederman served as the Chief
Financial Officer of Perimeter from November 2021 until May
2022.
(4) Noriko Yokozuka serves as General
Counsel of Perimeter.
(5) Stephen Cornwall serves as the
President, Specialty Products of Perimeter.
(6) Ernest Kremling served as the Chief
Operations Officer of Perimeter from November 2021 until January
2023.
(7) Shannon Horn serves as the Business
Director of Perimeter.
(8) Sean Hennessy serves as a Director of
Perimeter.
(9) Kevin Stein served as a Director of
Perimeter from November 2021 until April 2022.
(10) BV Texas Partners LLC is managed by
Akard Partners LLC. Scout Management Partners LLC and MDS Akard
Partners I, LLC are the managing members of Akard Partners LLC and
may be deemed to have voting and dispositive power with respect to
such shares. Cody Donnan and Michael Starcher control Scout
Management Partners LLC and MDS Akard I, LLC, and, accordingly, may
be deemed to have voting and dispositive power with respect to the
shares held by BV Texas Partners LLC. Messrs. Donnan and Starcher
disclaim beneficial ownership of the shares held by BV Texas
Partners LLC. The business address for BV Texas Partners is 2121
North Akard Street, Dallas, TX, 75201.
(11) Alyeska Investment Group, L.P., the
investment manager of Alyeska Master Fund, L.P. (“Alyeska Fund”),
has voting and investment control of the shares held by Alyeska
Fund. Anand Parekh is the Chief Executive Officer of Alyeska
Investment Group, L.P. and may be deemed to be the beneficial owner
of such shares. Mr. Parekh, however, disclaims any beneficial
ownership of the shares held by Alyeska Fund. The registered
address of Alyeska Master Fund, L.P. is at c/o Maples Corporate
Services Limited, P.O. Box 309, Ugland House, South Church Street
George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska
Investment Group, L.P. is located at 77 W. Wacker, Suite 700,
Chicago IL 60601.
(12) Aperture Endeavour Equity Fund (the
“Aperture Fund”) is a series within the Advisors’ Inner Circle Fund
III, a Delaware statutory trust, and has appointed Aperture
Investors, LLC (“Aperture Investors”) as its Investment Adviser.
Thomas Tully, an employee of Aperture Investors, has been appointed
the sole Portfolio Manager of the Aperture Fund and may therefore
be deemed to have voting and dispositive power over the Aperture
Fund’s assets but disclaims all beneficial ownership of such
assets.
(13) BCP – 2021 Series LLC – Series EH
(“BCP”) is managed by Bratenahl Capital Partners, LTD. Michael C.
Howley, manager of Bratenahl Capital Partners, LTD. has voting and
dispositive power over the shares. BCP is located at 600 Superior
Ave. E. Suite 1701 Cleveland, OH 44114.
(14) Consists of (i) 2,271,618 Ordinary
Shares (including 306,351 Ordinary Shares that may be acquired
pursuant to the exercise of 1,225,404 Warrants) held by Cooper
Square Fund, L.P., (ii) 875,785 Ordinary Shares (including 39,580
Ordinary Shares that may be acquired pursuant to the exercise of
158,320 Warrants) held by Cooper Square Fund II, L.P., (iii)
512,246 Ordinary Shares (including 29,069 Ordinary Shares that may
be acquired pursuant to the exercise of 116,276 Warrants) held by
Cooper Square Offshore Master Fund, Ltd., (iv) 167,415
Ordinary Shares held by CPG Cooper Square International Equity, LLC
and (v) 4,486,639 Ordinary Shares (including 400,943 Ordinary
Shares that may be acquired pursuant to the
exercise of 1,603,771 Warrants) held by SEG Partners Offshore
Master Fund, Ltd. Select Equity, a limited partnership controlled
by George S. Loening, has the power to vote or direct the vote
of, and dispose or direct the disposition of, the shares
beneficially owned by Cooper Square Fund, L.P., Cooper Square Fund
II, L.P., Cooper Square Offshore Master Fund, Ltd., CPG Cooper
Square International Equity, LLC and SEG Partners Offshore Master
Fund, Ltd. Select Equity is an investment adviser and possesses the
power to vote or direct the vote of, and dispose or direct the
disposition of such shares. George S. Loening is a control person
of Select Equity and possesses the power to vote or direct the vote
of, and dispose or direct the disposition of, such
shares.
(15) Consists of 2,221,167 Ordinary Shares
held by Capital Research Global Investors (“CRGI”), a division of
Capital Research and Management Company ("CRMC"). For purposes of
the reporting requirements of the Exchange Act, CRMC, CRGI or
Capital World Investors (“CWI”) may be deemed to be the beneficial
owner of the Ordinary Shares held by CRGI; however, each of CRMC,
CRGI and CWI expressly disclaims that it is, in fact, the
beneficial owner of such securities. Brady L. Enright, Julian N.
Abdey, Jonathan Knowles, Gregory W. Wendt, Peter Eliot, Bradford F.
Freer, Leo Hee, Roz Hongsaranagon, Harold H. La, Dimitrije
Mitrinovic, Aidan O’Connell, Samir Parekh, Andraz Razen, Renaud H.
Samyn, Arun Swaminathan, Thatcher Thompson, Michael Beckwith, and
Shlok Melwani, as portfolio managers, have voting and investment
powers over the shares held by CRGI. The address for CRGI is c/o
Capital Research and Management Company, 333 S. Hope St., 55th
Floor, Los Angeles, California 90071. CRGI acquired the securities
being registered hereby in the ordinary course of its
business.
(16) These securities are held of record by
Darlington Partners, L.P. and Darlington Partners II, L.P.
(together, the “Darlington Funds”). Such shares include (i)
1,723,918 Ordinary Shares held of record by Darlington Partners,
L.P. and (ii) 276,082 Ordinary Shares held of record by Darlington
Partners II, L.P. Ultimate voting and dispositive power with
respect to the shares held by the foregoing entities is exercised
by Darlington Partners GP, LLC, the general partner of the
Darlington Funds. The business address for each of the entities
identified herein is 300 Drakes Landing Road, Suite 290, Greenbrae,
CA 94904.
(17) Eminence Capital, LP serves as the
investment adviser to, and may be deemed to have shared voting and
dispositive power over the shares held by, EC Longhorn LLC and
Eminence Holdings LLC (collectively “Eminence”). Ricky C. Sandler
is the Chief Executive Officer of Eminence Capital, LP and may be
deemed to have shared voting and dispositive power over the shares
held by Eminence. Each of Mr. Sandler and Eminence Capital, LP
expressly disclaims beneficial ownership of such securities. The
business address for Eminence is c/o Eminence Capital, LP 399 Park
Avenue, 25th Floor, New York, NY 10022.
(18) Ghisallo Master Fund LP. (“Ghisallo
Fund”) is the beneficial owner of the shares. Ghisallo Capital
Management LLC (“Ghisallo Capital”) is the investment manager of
Ghisallo Fund and has voting control over the shares. Michael
Germino is the managing member of Ghisallo Capital. Ghisallo Fund
is located at c/o Walkers Corporate, 190 Elgin Avenue, George Town
Grand Cayman, CI KY 1-9008.
(19) Such shares may be deemed to be
beneficially owned by Janus Capital Management LLC (“Janus”), an
investment adviser registered under the Investment Advisers Act of
1940, who acts as investment adviser for Janus Henderson Venture
Fund (the “Janus Fund”) and has the ability to make decisions with
respect to the voting and disposition of the shares subject to the
oversight of the board of directors of the Janus Fund. Under the
terms of its management contract with the Janus Fund, Janus has
overall responsibility for directing the investments of the Janus
Fund in accordance with the Janus Fund’s investment objective,
policies and limitations. Jonathan Coleman and Scott Stutzman are
the portfolio managers appointed by and serving at the pleasure of
Janus who makes decisions with respect to the disposition of the
shares. The address for Janus is 151 Detroit Street, Denver, CO
80206.
(20) David Goel is the Managing General
Partner of Matrix Capital Management Master Fund, LP (“Matrix”) and
may be deemed to have voting and dispositive power over the shares
held by Matrix. The mailing address for Matrix is 1000 Winter
Street, Suite 4500, Waltham, Massachusetts 02451.
(21) Meritage Group LP, investment manager
of Meritage Fund LLC, has all voting and dispositive power over the
shares. The business address of Meritage Fund LLC is 66 Field Point
Road, Greenwich, CT 06830.
(22) Includes 700,000 shares held by Petrus
Securities, L.P. Petrus Trust Company, LTA is the investment
manager of Petrus Securities, L.P. and Petrus Capital Management,
LLC is the general partner of Petrus Securities L.P. As such, each
of Petrus Trust Company, LTA and Petrus Capital Management, LLC has
voting and investment control of the shares held by Petrus
Securities, L.P. Each of Petrus Trust Company, LTA and Petrus
Capital Management, LLC may be deemed to be the beneficial owner of
such shares; provided, however, each of Petrus Trust Company, LTA
and Petrus Capital Management, LLC disclaims any beneficial
ownership of the shares held by Petrus Securities, L.P. The
business address of Petrus Securities, L.P., Petrus Trust Company,
LTA and Petrus Capital Management, LLC is 3000 Turtle Creek
Boulevard, Dallas, Texas 75219 USA.
(23) Principal Global Investors, LLC is the
investment manager and has authority to vote the shares. Bill
Nolin, CIO and Portfolio Manager of Principal Global Investors, LLC
is the natural person with such authority. The business address of
Principal Global Investors, LLC is 711 High Street, Des Moines IA
50392.
(24) Consists of (i) 1,700,000 Ordinary
Shares held by Senator Global Opportunity Master Fund L.P.
(“Senator Global Fund”) and (ii) 750,000 Ordinary Shares that may
be acquired pursuant to the exercise of 3,000,000 Warrants. Senator
Investment Group LP, or (“Senator”), is investment manager of
Senator Global Fund and may be deemed to have voting and
dispositive power with respect to the shares. The general partner
of Senator is Senator Management LLC (the “Senator GP”). Douglas
Silverman controls Senator GP, and, accordingly, may be deemed to
have voting and dispositive power with respect to the shares held
by Senator Global Fund. Mr. Silverman disclaims beneficial
ownership of the shares held by Senator Global Fund. The business
address for Senator Global Fund is 510 Madison Avenue, 28th Floor,
New York, NY 10022.
(25) Slate Path Capital GP LLC (“Slate Path
GP”) is the General Partner of Slate Path Master Fund LP (“Slate
Path LP”). David Greenspan, Managing Member, Slate Path GP, has
control over the voting and dispositive power of shares
beneficially owned. The business address for Slate Path LP is 717
Fifth Avenue, 16th Floor, New York, NY 10022.
(26) Consists of 20,000,000 Ordinary Shares
owned of record by The WindAcre Partnership Master Fund LP, an
exempted limited partnership established in the Cayman Islands
(“Master Fund”). The WindAcre Partnership LLC, a Delaware limited
liability company (“WindAcre”) serves as the investment manager of
the Master Fund. Snehal Rajnikant Amin is the principal beneficial
owner and managing member of WindAcre and the only beneficial owner
holding more than 5% (“Mr. Amin”). Mr. Amin disclaims beneficial
ownership of the securities owned by the Master Fund except to the
extent of
his pecuniary interest therein. The principal business address of
the Master Fund is Elian Fiduciary Services (Cayman) LTD, 190 Elgin
Avenue, George Town, Grand Cayman KY1-9007, Cayman
Islands.
(27) Consists of (i) 11,965,649 Ordinary
Shares held by Tiger Eye Master Fund Ltd (“TEM”), (ii) 500,000
Ordinary Shares held by Tiger Eye Opportunity Fund II LLC (“TEO”),
(iii) 516,500 Ordinary Shares held by Tiger Eye Opportunity Fund I
LLC (“TEOF”) and (iv) 2,438 Ordinary Shares that may be acquired
pursuant to the exercise of 9,750 Warrants held by TEM. TEM, TEO
and TEOF are managed by Tiger Eye Capital LLC (“TEC”). Benjamin S.
Gambill III, as portfolio manager of TEC, will make decisions as to
voting and disposition of securities. The business address for TEM,
TEO and TEOF is 101 Park Avenue, 48th Floor, New York, NY
10178.
(28) At the time of the consummation of the
Business Combination, the Selling Securityholder was an employee of
an affiliate of SK Holdings, the owner of Perimeter prior to
consummation of the Business Combination.
(29) At the time of the consummation of the
Business Combination, Aaron Davenport served as Co-Invest
Supervisor and Chairman on the board of SK Invictus Holdings, L.P.,
a parent entity of SK and SK Holdings (“Parent”).
(30) At the time of the consummation of the
Business Combination. Jamshid Keynejad served as a Class A
Supervisor on the board of Parent, and also served on the board of
SK Capital Investment IV, Ltd., the ultimate general partner of
Parent.
(31) At the time of the consummation of the
Business Combination, Jayesh Taunk served as an Additional
Supervisor on the board of Parent.
(32) At the time of the consummation of the
Business Combination, Simon Dowker was a consultant to an affiliate
of SK Holdings, the owner of Perimeter prior to consummation of the
Business Combination.
(33) EverArc Founders LLC is managed by its
board of managers, consisting of W. Nicholas Howley, William N.
Thorndike, Jr. and Haitham Khouri, which has voting and dispositive
power over the shares held by EverArc Founders LLC. EverArc
Founders LLC may make a pro rata in-kind distribution of Ordinary
Shares to its members. The mailing address of EverArc Founders LLC
is c/o Greenberg Traurig, 401 East Las Olas Boulevard, Suite 2000,
Fort Lauderdale, FL 33301.
(34) Tracy Britt Cool serves as a Director
of Perimeter.
(35) Haitham Khouri serves as Chief
Executive Officer of Perimeter and as a Director of
Perimeter.
(36) Vivek Raj serves as a Director of Perimeter.
(37) William N. Thorndike, Jr. serves as
Co-Chairman of the board of directors of Perimeter.
(38)
W. Nicholas Howley serves as Co-Chairman of the board of directors
of Perimeter.
(39) On December 6, 2022, W. Nicholas Howley
gifted 2,601,123 Ordinary Shares to The Cleveland Foundation, a
501(c)(3) nonprofit organization. The Cleveland Foundation is
managed by a board of directors, which is comprised of 15 board
members. The mailing address of The Cleveland Foundation is 1422
Euclid Avenue, Suite 1300, Cleveland, OH 44115.
U.S.
FEDERAL INCOME TAX CONSIDERATIONS
This section describes the material U.S. federal income tax
considerations generally applicable to the acquisition, ownership
and disposition by U.S. Holders (as defined below) of Ordinary
Shares and Warrants (collectively, “Perimeter securities”). This
discussion assumes that any distribution made (or deemed made) on
Perimeter securities and any consideration received (or deemed
received) by a holder in consideration for the sale or other
disposition of Perimeter securities will be in U.S. dollars. This
discussion applies only to U.S. Holders that hold Perimeter
securities as capital assets for U.S. federal income tax purposes
(generally property held for investment) and is general in nature
and therefore does not discuss all aspects of U.S. federal income
taxation that may be relevant to particular investors in light of
their particular circumstances or status, including alternative
minimum tax and Medicare contribution tax consequences, or to
holders subject to special rules, such as:
•brokers,
dealers and other investors that do not own Perimeter securities as
capital assets;
•traders
in securities that elect to use a mark-to-market method of tax
accounting for their securities holdings;
•tax-exempt
organizations (including private foundations), governments or
agencies or instrumentalities thereof, qualified retirement plans,
individual retirement accounts or other tax deferred accounts,
trusts and estates;
•banks
or other financial institutions, financial services entities,
underwriters, insurance companies, real estate investment trusts or
regulated investment companies;
•persons
that own (directly, indirectly, or by attribution) 5% or more (by
vote or value) of Perimeter’s stock;
•partnerships
or other pass-through entities for U.S. federal income tax purposes
or beneficial owners of partnerships or other pass-through
entities;
•persons
holding Perimeter securities as part of a straddle, hedging or
conversion transaction, constructive sale, or other arrangement
involving more than one position;
•persons
required to accelerate the recognition of any item of gross income
with respect to Perimeter securities as a result of such income
being recognized on an applicable financial statement;
•persons
whose functional currency is not the U.S. dollar;
•U.S.
expatriates;
•persons
that received Perimeter securities as compensation for services;
or
•persons
that are not U.S. Holders, all of whom may be subject to tax rules
that differ materially from those summarized below.
For purposes of this discussion, a “U.S.
Holder”
is a beneficial owner of Perimeter securities that is, for U.S.
federal income tax purposes:
•an
individual who is a citizen or resident of the United
States;
•a
corporation (or other entity taxable as a corporation for U.S.
federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of
Columbia;
•an
estate whose income is subject to U.S. federal income tax
regardless of its source; or
•a
trust if (1) a U.S. court can exercise primary supervision over the
trust’s administration and one or more U.S. persons are authorized
to control all substantial decisions of the trust; or (2) the
trust has a valid election in effect under applicable Treasury
Regulations to be treated as a U.S. person.
This discussion is based on the Code, its legislative history,
existing and proposed Treasury regulations promulgated under the
Code (the “Treasury Regulations”), published rulings by the IRS and
court decisions, all as of the date hereof. These laws are subject
to change, possibly on a retroactive basis. This discussion is
necessarily general and does not address all aspects of U.S.
federal income taxation, including the effect of the U.S. federal
estate and gift tax, or any state, local or non-U.S. tax laws to a
holder of Perimeter securities. We have not and do not intend to
seek any rulings from the IRS regarding the matters described
herein. There is no assurance that the IRS will not take positions
inconsistent with those discussed below or that any such positions
would not be sustained by a court.
ALL HOLDERS OF PERIMETER SECURITIES ARE URGED TO CONSULT WITH THEIR
TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE ACQUISITION,
OWNERSHIP AND DISPOSITION OF PERIMETER SECURITIES, INCLUDING THE
APPLICATION AND EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND
NON-U.S. TAX LAWS IN LIGHT OF THEIR PARTICULAR
SITUATION.
Distributions on Ordinary Shares
Subject to the discussion below under “—Passive
Foreign Investment Company Rules,”
the gross amount of any distribution (including amounts withheld to
reflect Luxemburg withholding taxes) on Ordinary Shares that is
made out of Perimeter’s current or accumulated earnings and profits
(as determined for U.S. federal income tax purposes) generally will
be taxable to a U.S. Holder as ordinary dividend income on the date
such distribution is actually or constructively received. Any such
dividends generally will not be eligible for the dividends received
deduction allowed to corporations in respect of dividends received
from other U.S. corporations. To the extent that the amount of the
distribution exceeds Perimeter’s current and accumulated earnings
and profits (as determined under U.S. federal income tax
principles), such excess amount will be treated first as a
non-taxable return of capital to the extent of the U.S. Holder’s
tax basis in its Ordinary Shares, and thereafter as capital gain
recognized on a sale or exchange. However, it is not expected that
Perimeter will maintain calculations of its earnings and profits in
accordance with U.S. federal income tax principles. U.S. Holders
should therefore assume that any distribution by Perimeter with
respect to Ordinary Shares will be reported as dividend income.
U.S. Holders should consult their own tax advisors with respect to
the appropriate U.S. federal income tax treatment of any
distribution received from Perimeter.
Subject to the discussion below under “—Passive
Foreign Investment Company Rules,”
dividends received by non-corporate U.S. Holders from a “qualified
foreign corporation” may be eligible for reduced rates of taxation,
provided that certain holding period requirements and other
conditions are satisfied. For these purposes, a non-U.S.
corporation will be treated as a qualified foreign corporation if
it is eligible for the benefits of a comprehensive income tax
treaty with the United States that meets certain requirements.
There can be no assurances that Perimeter will be eligible for
benefits of an applicable comprehensive income tax treaty with the
United States. A non-U.S. corporation is also treated as a
qualified foreign corporation with respect to dividends it pays on
shares that are readily tradable on an established securities
market in the United States. U.S. Treasury guidance indicates that
shares listed on the NYSE will be considered readily tradable on an
established securities market in the United States. There can be no
assurance that the Ordinary Shares will be considered readily
tradable on an established securities market in future years.
Non-corporate U.S. Holders that do not meet a minimum holding
period requirement during which they are not protected from the
risk of loss or that elect to treat the dividend income as
“investment income” pursuant to Section 163(d)(4) of the Code
(dealing with the deduction for investment interest expense) will
not be eligible for the reduced rates of taxation regardless of
Perimeter’s status as a qualified foreign corporation. In addition,
the rate reduction will not apply to dividends if the recipient of
a dividend is obligated to make related payments with respect to
the positions in substantially similar or related property. This
disallowance applies even if the minimum holding period has been
met. Perimeter will not constitute a qualified foreign corporation
for purposes of these rules if it is a passive foreign investment
company for the taxable year in which it pays a dividend or for the
preceding taxable year. See “—Passive
Foreign Investment Company Rules.”
Subject to certain conditions and limitations, Luxembourg
withholding taxes, if any, on dividends paid by Perimeter may be
treated as foreign taxes eligible for credit against a U.S.
Holder’s U.S. federal income tax liability under the U.S. foreign
tax credit rules. However, as a result of recent changes to the
U.S. foreign tax credit rules, a Luxembourg withholding tax
generally will need to satisfy certain additional requirements in
order to be considered a creditable tax for a U.S. Holder. We have
not determined whether these requirements have been met and,
accordingly, no assurance can be given that any Luxembourg
withholding tax will be creditable. In lieu of claiming a foreign
tax credit, U.S. Holders may, at their election, deduct foreign
taxes, including any Luxembourg income taxes, in computing their
taxable income, subject to generally applicable limitations under
U.S. federal income tax law. An election to deduct foreign taxes
instead of claiming foreign tax credits applies to all foreign
taxes paid or accrued in the taxable year. For purposes of
calculating the U.S. foreign tax credit, dividends paid on the
Ordinary Shares will generally be treated as income from sources
outside the United States and will generally constitute passive
category income. The rules governing the U.S. foreign tax credit
are complex and U.S. Holders should consult their tax advisors
regarding the availability of the U.S. foreign tax credit under
particular circumstances.
Sale, Taxable Exchange or Other Taxable Disposition of Ordinary
Shares or Warrants
Subject to the discussion below under “—Passive
Foreign Investment Company Rules,”
upon any sale, exchange or other taxable disposition of Ordinary
Shares or Warrants, a U.S. Holder generally will recognize gain or
loss in an amount equal to the difference between (i) the amount
realized on the disposition and (ii) the U.S. Holder’s adjusted tax
basis in such shares or warrants. Any such gain or loss generally
will be capital gain or loss and will be long-term capital gain or
loss if the U.S. Holder’s holding period for such shares or
warrants exceeds one year. Long-term capital gain realized by a
non-corporate U.S. Holder generally will be taxable at a reduced
rate. The deductibility of capital losses is subject to
limitations. This gain or loss generally will be treated as U.S.
source gain or loss for U.S. foreign tax credit
purposes.
Exercise or Lapse of a Warrant
Subject to the discussion below under “—
Passive Foreign Investment Company Rules,”
a U.S. Holder generally will not recognize taxable gain or loss on
the acquisition of an Ordinary Share upon exercise of a Warrant for
cash. The U.S. Holder’s tax basis in the Ordinary Share received
upon exercise of the Warrant generally will be an amount equal to
the sum of the U.S. Holder’s tax basis in the Warrant and the
exercise price. Subject to the discussion below under “—
Passive Foreign Investment Company Rules,”
the U.S. Holder’s holding period for the Ordinary Shares received
upon exercise of the of a Warrant will begin on the date following
the date of exercise (or possibly the date of exercise) of the
Warrant and will not include the period during which the U.S.
Holder held the Warrant. If a Warrant is allowed to lapse
unexercised, a U.S. Holder generally will recognize a capital loss
equal to such U.S. Holder’s tax basis in the warrant.
Possible Constructive Distributions
The terms of each Warrant provide for an adjustment to the number
of Ordinary Shares for which the Warrant may be exercised or to the
exercise price of the Warrant in certain events. An adjustment that
has the effect of preventing dilution generally is not taxable. A
U.S. Holder of a Warrant would, however, be treated as receiving a
constructive distribution from Perimeter if, for example, the
adjustment increases the holder’s proportionate interest in
Perimeter’s assets or earnings and profits (e.g., through an
increase in the number of Ordinary Shares that would be obtained
upon exercise of such warrant) as a result of a distribution of
cash to the holders of the Ordinary Shares, which is taxable to the
U.S. Holders of such shares as described under
“—Distributions
on Ordinary Shares”
above. Such constructive distribution would be subject to tax as
described under that section in the same manner as if the U.S.
Holder of such warrant received a cash distribution from Perimeter
equal to the fair market value of such increased
interest.
Passive Foreign Investment Company Rules
Generally.
The treatment of U.S. Holders of Ordinary Shares and Warrants could
be materially different from that described above if Perimeter is
treated as a “passive foreign investment company,” or PFIC, for
U.S. federal income tax purposes for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder of
Ordinary Shares or Warrants. A foreign (i.e., non-U.S.) corporation
will be classified as a PFIC for U.S. federal income tax purposes
if either (i) 75% or more of its gross income for a taxable year
constitutes passive income for purposes of the PFIC rules, or (ii)
50% or more of its assets in any taxable year (generally based on
the quarterly average of the value of its assets during such year)
is attributable to assets, including cash, that produce passive
income or are held for the production of passive income. Passive
income generally includes dividends, interest, certain royalties
and rents, annuities, net gains from the sale or exchange of
property producing such income and net foreign currency gains. The
determination of whether a foreign corporation is a PFIC is based
upon the composition of such foreign corporation’s income and
assets (including, among others, its proportionate share of the
income and assets of any other corporation in which it owns,
directly or indirectly, 25% (by value) of the stock), and the
nature of such foreign corporation’s activities.
Perimeter may directly or indirectly hold interests in lower-tier
PFICs. Under attribution rules, if Perimeter is a PFIC, U.S.
Holders will be deemed to own their proportionate shares of any
lower-tier PFICs and will be subject to U.S. federal income tax
according to the rules described in the following paragraphs on (i)
certain distributions by a lower-tier PFIC and (ii) a disposition
of shares of a lower-tier PFIC, in each case as if the U.S. Holder
held such shares directly, even if the U.S. Holder has not received
the proceeds of those distributions or dispositions.
A separate determination must be made after the close of each
taxable year as to whether a foreign corporation was a PFIC for
that year. Once a foreign corporation qualifies as a PFIC it is,
with respect to a shareholder or warrant holder during the time it
qualifies as a PFIC, and subject to certain exceptions, always
treated as a PFIC with respect to such shareholder or warrant
holder, regardless of whether it satisfied either of the
qualification tests in subsequent years.
Based on the expected composition of Perimeter’s assets and income
and the manner in which Perimeter expects to operate its business,
Perimeter believes that it should not be classified as a PFIC for
its current taxable year. However, the tests for determining PFIC
status are applied annually after the close of the taxable year,
and it is difficult to accurately predict future income and assets
relevant to this determination. Further, because Perimeter may
value its goodwill based on the market value of the Ordinary
Shares, a decrease in the market value of the Ordinary Shares
and/or an increase in Perimeter’s cash or other passive assets
(including as a result of the Business Combination) would increase
the relative percentage of its passive assets. The application of
the PFIC rules is subject to uncertainty in several respects and,
therefore, no assurances can be provided that the IRS will not
assert that Perimeter is a PFIC for any taxable year.
If Perimeter is treated as a PFIC with respect to the Ordinary
Shares or Warrants held by a U.S. Holder, there are three separate
taxation regimes that could apply to such U.S. Holder under the
PFIC rules, which are the (i) excess distribution regime
(which is the default regime), (ii) QEF regime, and (iii)
mark-to-market regime. A U.S. Holder who holds (actually or
constructively) stock in a foreign corporation during any year in
which such corporation qualifies as a PFIC is subject to U.S.
federal income taxation under one of these three regimes. The
effect of the PFIC rules on a U.S. Holder will depend upon which of
these regimes applies to such U.S. Holder. However, dividends paid
by a PFIC are generally not eligible for the lower rates of
taxation applicable to qualified dividend income under any of the
foregoing regimes.
Excess Distribution Regime.
If you do not make a QEF election or a mark-to-market election, as
described below, you will be subject to the default “excess
distribution regime” under the PFIC rules with respect to
(i) any gain realized on a sale or other disposition
(including a pledge) of your Ordinary Shares or Warrants, and
(ii) any “excess distribution” you receive on your Ordinary
Shares (generally, any distributions in excess of 125% of the
average of the annual distributions on Ordinary Shares during the
preceding three years or your holding period, whichever is
shorter). Generally, under this excess distribution
regime:
•the
gain or excess distribution will be allocated ratably over the
period during which you held your Ordinary Shares or Warrants (as
applicable)
•the
amount allocated to the current taxable year, will be treated as
ordinary income; and
•the
amount allocated to prior taxable years will be subject to the
highest tax rate in effect for that taxable year and the interest
charge generally applicable to underpayments of tax will be imposed
on the resulting tax attributable to each such year.
The tax liability for amounts allocated to years prior to the year
of disposition or excess distribution will be payable generally
without regard to offsets from deductions, losses and expenses. In
addition, gains (but not losses) realized on the sale of your
Ordinary Shares or Warrants cannot be treated as capital gains,
even if you hold the shares or warrants as capital
assets.
QEF Regime.
A QEF election is effective for the taxable year for which the
election is made and all subsequent taxable years and may not be
revoked without the consent of the IRS. If a U.S. Holder makes a
timely QEF election with respect to its direct or indirect interest
in a PFIC, the U.S. Holder will be required to include in income
each year a portion of the ordinary earnings and net capital gains
of the PFIC as QEF income inclusions, even if amount is not
distributed to the U.S. Holder. Thus, the U.S. Holder may be
required to report taxable income as a result of QEF income
inclusions without corresponding receipts of cash. U.S. Holders
subject to U.S. federal income tax should not expect that they will
receive cash distributions from Perimeter sufficient to cover their
respective U.S. tax liability with respect to such QEF income
inclusions. In addition, U.S. Holders of Warrants will not be able
to make a QEF election with respect to their warrants.
The timely QEF election also allows the electing U.S. Holder to:
(i) generally treat any gain recognized on the disposition of its
shares of the PFIC as capital gain; (ii) treat its share of the
PFIC’s net capital gain, if any, as long-term capital gain instead
of ordinary income; and (iii) either avoid interest charges
resulting from PFIC status altogether, or make an annual election,
subject to certain limitations, to defer payment of current taxes
on its share of PFIC’s annual realized net capital gain and
ordinary earnings subject, however, to an interest charge on the
deferred tax computed by using the statutory rate of interest
applicable to an extension of time for payment of tax. In addition,
net losses (if any) of a PFIC will not pass through to our
shareholders and may not be carried back or forward in computing
such PFIC’s ordinary earnings and net capital gain in other taxable
years. Consequently, a U.S. Holder may over time be taxed on
amounts that as an economic matter exceed our net
profits.
A U.S. Holder’s tax basis in Ordinary Shares will be increased to
reflect QEF income inclusions and will be decreased to reflect
distributions of amounts previously included in income as QEF
income inclusions. No portion of the QEF income inclusions
attributable to ordinary income will be treated as qualified
dividend income. Amounts
included as QEF income inclusions with respect to direct and
indirect investments generally will not be taxed again when
distributed. You should consult your tax advisors as to the manner
in which QEF income inclusions affect your allocable share of
Perimeter’s income and your basis in your Ordinary
Shares.
In order to comply with the requirements of a QEF election, a U.S.
Holder must receive certain information from Perimeter. If
Perimeter determines that it is a PFIC for any taxable year,
Perimeter will endeavor to provide the information that a U.S.
Holder making a QEF election is required to obtain to make and
maintain a QEF election, but there is no assurance that Perimeter
will timely provide such information. There is also no assurance
that Perimeter will have timely knowledge of its status as a PFIC
in the future or of the required information to be provided. In
addition, if Perimeter holds an interest in a lower-tier PFIC, U.S.
Holders will generally be subject to the PFIC rules described above
with respect to any such lower-tier PFICs. There can be no
assurance that a portfolio company or subsidiary in which Perimeter
holds an interest will not qualify as a PFIC, or that a PFIC in
which Perimeter holds an interest will provide the information
necessary for a QEF election to be made by a U.S. Holder (in
particular if Perimeter does not control that PFIC).
Mark-to-Market Regime.
Alternatively, a U.S. Holder may make an election to mark
marketable shares in a PFIC to market on an annual basis. PFIC
shares generally are marketable if they are (i) “regularly traded”
on a national securities exchange that is registered with the SEC
or on the national market system established under Section 11A of
the Securities and Exchange Act of 1934, or (ii) “regularly traded”
on any exchange or market that the Treasury Department determines
to have rules sufficient to ensure that the market price accurately
represents the fair market value of the stock. It is expected that
Ordinary Shares, which are expected to be listed on the NYSE, will
qualify as marketable shares for the PFIC rules purposes, but there
can be no assurance that Ordinary Shares will be “regularly traded”
for purposes of these rules.
Pursuant to such an election, a U.S. Holder would include in each
year as ordinary income the excess, if any, of the fair market
value of such stock over its adjusted basis at the end of the
taxable year. A U.S. Holder may treat as ordinary loss any excess
of the adjusted basis of the stock over its fair market value at
the end of the year, but only to the extent of the net amount
previously included in income as a result of the election in prior
years. A U.S. Holder’s adjusted tax basis in the PFIC shares will
be increased to reflect any amounts included in income, and
decreased to reflect any amounts deducted, as a result of a
mark-to-market election. Any gain recognized on a disposition of
Ordinary Shares will be treated as ordinary income and any loss
will be treated as ordinary loss (but only to the extent of the net
amount of income previously included as a result of a
mark-to-market election).
A mark-to-market election only applies for the taxable year in
which the election was made, and for each subsequent taxable year,
unless the PFIC shares ceased to be marketable or the IRS consents
to the revocation of the election. U.S. Holders should also be
aware that the Code and the Treasury Regulations do not allow a
mark-to-market election with respect to stock of lower-tier PFICs
that is non-marketable. There is also no provision in the Code,
Treasury Regulations or other published authority that specifically
provides that a mark-to-market election with respect to the stock
of a publicly traded holding company (such as Perimeter)
effectively exempts stock of any lower-tier PFICs from the negative
tax consequences arising from the general PFIC rules. We advise you
to consult your own tax advisor to determine whether the
mark-to-market tax election is available to you and the
consequences resulting from such election. In addition, U.S.
Holders of Warrants will not be able to make a mark-to-market
election with respect to their Warrants.
PFIC Reporting Requirements.
If Perimeter is a PFIC, a U.S. Holder of Ordinary Shares will be
required to file an annual report on IRS Form 8621 containing such
information with respect to its interest in a PFIC as the IRS may
require. Failure to file IRS Form 8621 for each applicable taxable
year may result in substantial penalties and result in the U.S.
Holder’s taxable years being open to audit by the IRS until such
Forms are properly filed.
The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in
addition to those described above. Accordingly, U.S. Holders of
Ordinary Shares and Warrants are urged to consult their own tax
advisors concerning the application of the PFIC rules to Perimeter
securities under their particular circumstances.
Additional Reporting Requirements
Certain U.S. Holders holding specified foreign financial assets
with an aggregate value in excess of the applicable dollar
thresholds are required to report information to the IRS relating
to Ordinary Shares or Warrants, subject to certain exceptions
(including an exception for Ordinary Shares or Warrants held in
accounts maintained by U.S. financial institutions), by attaching a
complete IRS Form 8938 (Statement of Specified Foreign Financial
Assets) with their tax return for each year in which they hold
Ordinary Shares or Warrants. Substantial penalties apply to any
failure to file IRS Form 8938, unless the failure is shown to be
due to reasonable cause and not willful neglect. Also, in the event
a U.S. Holder does not file IRS Form 8938 or fails to report a
specified foreign financial asset that
is required to be reported, the statute of limitations on the
assessment and collection of U.S. federal income taxes of such U.S.
Holder for the related taxable year may not close before the date
which is three years after the date on which the required
information is filed. U.S. Holders should consult their tax
advisors regarding the effect, if any, of these rules on the
ownership and disposition of Ordinary Shares or
Warrants.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the
United States or through certain U.S.-related financial
intermediaries are subject to information reporting, and may be
subject to backup withholding, unless (i) the U.S. Holder is a
corporation or other exempt recipient or (ii) in the case of backup
withholding, the U.S. Holder provides a correct taxpayer
identification number and certifies that it is not subject to
backup withholding.
The amount of any backup withholding from a payment to a U.S.
Holder will be allowed as a credit against the holder’s U.S.
federal income tax liability and may entitle it to a refund,
provided that the required information is timely furnished to the
IRS.
Luxembourg Taxation Considerations
The following is a summary addressing certain material Luxembourg
tax consequences that are likely to be relevant to non-Luxembourg
resident holders in respect of the ownership and disposition of
Ordinary Shares.
This summary does not purport to address all material tax
considerations that may be relevant to a holder or prospective
holder of Ordinary Shares.
This summary is based on the laws, regulations and applicable tax
treaties as in effect on the date hereof in Luxembourg, all of
which are subject to change, possibly with retroactive effect.
Holders of Ordinary Shares should consult their own tax advisers as
to the particular tax consequences, under the tax laws of the
country of which they are residents for tax purposes of the
ownership or disposition of Ordinary Shares.
(a) Luxembourg Withholding Tax on Dividends Paid on Ordinary Shares
to non-Luxembourg resident holders
Dividends distributed by Perimeter will in principle be subject to
Luxembourg withholding tax at the rate of 15%.
Non-Luxembourg holders, provided they are resident in a country
with which Luxembourg has concluded a treaty for the avoidance of
double taxation, may be entitled to claim treaty relief under the
conditions and subject to the limitations set forth in the relevant
treaty.
A non-resident corporate holder resident in a European Union Member
State will be able to claim an exemption from Luxembourg dividend
withholding tax under the conditions set forth in Council Directive
2011/96/EU of 30 November 2011 on the common system of
taxation applicable in the case of parent companies and
subsidiaries of different Member States (recast) as implemented in
Luxembourg. In addition, fully taxable non-resident corporate
holders will be exempt from withholding tax if they are resident in
a country with which Luxembourg has concluded a double tax treaty
(under the conditions as set forth in article 147 of the Luxembourg
Income Tax Law).
(b) Luxembourg Income Tax on Dividends Paid on Ordinary Shares and
Capital Gains
Non-Luxembourg Resident Holders
An individual or corporate non-Luxembourg holder of Ordinary Shares
who/which realizes a gain on disposal thereof (and who/which does
not have a permanent establishment in Luxembourg to which Ordinary
Shares would be attributable) will only be subject to Luxembourg
taxation on capital gains arising upon disposal of such shares if
such holder has (together with his or her spouse and underage
children) directly or indirectly held more than 10% of the capital
of Perimeter, at any time during the past five years, and either
(1) such holder has been a resident of Luxembourg for tax purposes
for at least 15 years and has become a non-resident within the last
five years preceding the realization of the gain, subject to any
applicable tax treaty, or (2) the disposal of Ordinary Shares
occurs within six months from their acquisition, subject to any
applicable tax treaty.
Estate and Gift Tax
No Luxembourg inheritance tax is levied on the transfer of Ordinary
Shares upon the death of a non-Luxembourg resident
holder.
No Luxembourg gift tax will be levied in the event that a gift of
Ordinary Shares is made outside of Luxembourg.
Other Luxembourg Tax Considerations
There is no requirement that the registration tax, transfer tax,
capital tax, stamp duty or any other similar tax or duty be paid by
a holder in respect of or in connection with the issue or transfer
of Ordinary Shares.
PLAN
OF DISTRIBUTION
We are registering the issuance by us of 8,460,860 Ordinary Shares
that may be issued upon the exercise of the Warrants at an exercise
price of $12.00 per Ordinary Share. We are also registering the
resale by the Selling Securityholders from time to time of up to
126,097,150 Ordinary Shares.
We will receive up to an aggregate of $101,530,320 if all of the
Warrants are exercised to the extent such Warrants are exercised
for cash. All of the Ordinary Shares offered by the Selling
Securityholders pursuant to this prospectus will be sold by the
Selling Securityholders for their respective amounts. We will not
receive any of the proceeds from these sales.
Primary Offering
Pursuant to the terms of the Warrants, the Ordinary Shares will be
distributed to those holders who surrender the Warrants and provide
payment of the exercise price to us. Upon receipt of proper notice
by any of the holders of the Warrants issued that such holder
desires to exercise a Warrant, we will, within the time allotted by
the agreement governing the Warrants, issue instructions to our
transfer agent to issue to the holder Ordinary Shares, free of a
restrictive legend.
Resale by Selling Securityholders
The Selling Securityholders will pay any underwriting discounts and
commissions and expenses incurred by the Selling Securityholders
for brokerage, accounting, tax or legal services or any other
expenses incurred in disposing of the securities. We will bear all
other costs, fees and expenses incurred in effecting the
registration of the securities covered by this prospectus,
including, without limitation, all registration and filing fees,
NYSE listing fees and fees and expenses of our counsel and our
independent registered public accountants.
The securities beneficially owned by the Selling Securityholders
covered by this prospectus may be offered and sold from time to
time by the Selling Securityholders. The term “Selling
Securityholders” includes donees, pledgees, transferees or other
successors in interest selling securities received after the date
of this prospectus from a Selling Securityholder as a gift, pledge,
partnership distribution or other transfer. The Selling
Securityholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the
over-the-counter market or otherwise, at prices and under terms
then prevailing or at prices related to the then current market
price or in negotiated transactions. Each Selling Securityholder
reserves the right to accept and, together with its respective
agents, to reject, any proposed purchase of securities to be made
directly or through agents. The Selling Securityholders and any of
their permitted transferees may sell their securities offered by
this prospectus on any stock exchange, market or trading facility
on which the securities are traded or in private transactions. If
underwriters are used in the sale, such underwriters will acquire
the shares for their own account. These sales may be at a fixed
price or varying prices, which may be changed, or at market prices
prevailing at the time of sale, at prices relating to prevailing
market prices or at negotiated prices. The securities may be
offered to the public through underwriting syndicates represented
by managing underwriters or by underwriters without a syndicate.
The obligations of the underwriters to purchase the securities will
be subject to certain conditions. The underwriters will be
obligated to purchase all the securities offered if any of the
securities are purchased.
Subject to the limitations set forth in any applicable registration
rights agreement or other agreement with us, the Selling
Securityholders may use any one or more of the following methods
when selling the securities offered by this
prospectus:
•purchases
by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;
•ordinary
brokerage transactions and transactions in which the broker
solicits purchasers;
•block
trades in which the broker-dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
•an
over-the-counter distribution in accordance with the rules of the
applicable exchange;
•settlement
of short sales entered into after the date of this
prospectus;
•agreements
with broker-dealers to sell a specified number of the securities at
a stipulated price per share;
•in
“at the market” offerings, as defined in Rule 415 under the
Securities Act, at negotiated prices, at prices prevailing at the
time of sale or at prices related to such prevailing market prices,
including sales made directly on a national securities exchange or
sales made through a market maker other than on an exchange or
other similar offerings through sales agents;
•directly
to purchasers, including through a specific bidding, auction or
other process or in privately negotiated transactions;
•through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
•through
a combination of any of the above methods of sale; or
•any
other method permitted pursuant to applicable law.
In addition, a Selling Securityholder that is an entity may elect
to make a pro rata in-kind distribution of securities to its
members, partners or stockholders pursuant to the registration
statement of which this prospectus is a part by delivering a
prospectus with a plan of distribution. Such members, partners or
stockholders would thereby receive freely tradeable securities
pursuant to the distribution through a registration statement. To
the extent a distributee is an affiliate of ours (or to the extent
otherwise required by law), we may file a prospectus supplement in
order to permit the distributees to use the prospectus to resell
the securities acquired in the distribution.
There can be no assurance that the Selling Securityholders will
sell all or any of the securities offered by this prospectus. In
addition, the Selling Securityholders may also sell securities
under Rule 144 under the Securities Act, if available, or in other
transactions exempt from registration, rather than under this
prospectus. The Selling Securityholders have the sole and absolute
discretion not to accept any purchase offer or make any sale of
securities if they deem the purchase price to be unsatisfactory at
any particular time.
The Selling Securityholders also may transfer the securities in
other circumstances, in which case the transferees, pledgees or
other successors-in-interest will be the selling beneficial owners
for purposes of this prospectus. Upon being notified by the Selling
Securityholders that a donee, pledgee, transferee, other
successor-in-interest intends to sell our securities, we will, to
the extent required, promptly file a supplement to this prospectus
to name specifically such person as a Selling
Securityholder.
With respect to a particular offering of the securities held by the
Selling Securityholders, to the extent required, an accompanying
prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is
part, will be prepared and will set forth the following
information:
•the
specific securities to be offered and sold;
•the
names of the Selling Securityholders;
•the
respective purchase prices and public offering prices, the proceeds
to be received from the sale, if any, and other material terms of
the offering;
•settlement
of short sales entered into after the date of this
prospectus;
•the
names of any participating agents, broker-dealers or underwriters;
and
•any
applicable commissions, discounts, concessions and other items
constituting compensation from the Selling
Securityholders.
In connection with distributions of the securities or otherwise,
the Selling Securityholders may enter into hedging transactions
with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial
institutions may engage in short sales of the securities in the
course of hedging the positions they assume with Selling
Securityholders. The Selling Securityholders may also sell the
securities short and redeliver the securities to close out such
short positions. The Selling Securityholders may also enter into
option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer
or
other financial institution of securities offered by this
prospectus, which securities such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction). The Selling
Securityholders may also pledge securities to a broker-dealer or
other financial institution, and, upon a default, such
broker-dealer or other financial institution, may effect sales of
the pledged securities pursuant to this prospectus (as supplemented
or amended to reflect such transaction).
In order to facilitate the offering of the securities, any
underwriters or agents, as the case may be, involved in the
offering of such securities may engage in transactions that
stabilize, maintain or otherwise affect the price of our
securities. Specifically, the underwriters or agents, as the case
may be, may overallot in connection with the offering, creating a
short position in our securities for their own account. In
addition, to cover overallotments or to stabilize the price of our
securities, the underwriters or agents, as the case may be, may bid
for, and purchase, such securities in the open market. Finally, in
any offering of securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allotted to
an underwriter or a broker-dealer for distributing such securities
in the offering if the syndicate repurchases previously distributed
securities in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the securities above
independent market levels. The underwriters or agents, as the case
may be, are not required to engage in these activities, and may end
any of these activities at any time.
The Selling Securityholders may solicit offers to purchase the
securities directly from, and it may sell such securities directly
to, institutional investors or others. In this case, no
underwriters or agents would be involved. The terms of any of those
sales, including the terms of any bidding or auction process, if
utilized, will be described in the applicable prospectus
supplement.
It is possible that one or more underwriters may make a market in
our securities, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without
notice. We cannot give any assurance as to the liquidity of the
trading market for our securities. Ordinary Shares are expected to
be listed on the NYSE under the symbol “PRM.”
The Selling Securityholders may authorize underwriters,
broker-dealers or agents to solicit offers by certain purchasers to
purchase the securities at the public offering price set forth in
the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we or the Selling Securityholders
pay for solicitation of these contracts.
A Selling Securityholder may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection
with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, the third
party may use securities pledged by any Selling Securityholder or
borrowed from any Selling Securityholder or others to settle those
sales or to close out any related open borrowings of stock, and may
use securities received from any Selling Securityholder in
settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will
be an underwriter and will be identified in the applicable
prospectus supplement (or a post-effective amendment). In addition,
any Selling Securityholder may otherwise loan or pledge securities
to a financial institution or other third party that in turn may
sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short
position to investors in our securities or in connection with a
concurrent offering of other securities.
In effecting sales, broker-dealers or agents engaged by the Selling
Securityholders may arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the Selling Securityholders in
amounts to be negotiated immediately prior to the
sale.
In compliance with the guidelines of the Financial Industry
Regulatory Authority (“FINRA”), the aggregate maximum discount,
commission, fees or other items constituting underwriting
compensation to be received by any FINRA member or independent
broker-dealer will not exceed 8% of the gross proceeds of any
offering pursuant to this prospectus and any applicable prospectus
supplement.
If at the time of any offering made under this prospectus a member
of FINRA participating in the offering has a “conflict of interest”
as defined in FINRA Rule 5121 (“Rule 5121”), that offering will be
conducted in accordance with the relevant provisions of Rule
5121.
To our knowledge, there are currently no plans, arrangements or
understandings between the Selling Securityholders and any
broker-dealer or agent regarding the sale of the securities by the
Selling Securityholders. Upon our notification by a Selling
Securityholder that any material arrangement has been entered into
with an underwriter or
broker-dealer for the sale of securities through a block trade,
special offering, exchange distribution, secondary distribution or
a purchase by an underwriter or broker-dealer, we will file, if
required by applicable law or regulation, a supplement to this
prospectus pursuant to Rule 424(b) under the Securities Act
disclosing certain material information relating to such
underwriter or broker-dealer and such offering.
Underwriters, broker-dealers or agents may facilitate the marketing
of an offering online directly or through one of their affiliates.
In those cases, prospective investors may view offering terms and a
prospectus online and, depending upon the particular underwriter,
broker-dealer or agent, place orders online or through their
financial advisors.
In offering the securities covered by this prospectus, the Selling
Securityholders and any underwriters, broker-dealers or agents who
execute sales for the Selling Securityholders may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. Any discounts, commissions, concessions
or profit they earn on any resale of those securities may be
underwriting discounts and commissions under the Securities
Act.
The underwriters, broker-dealers and agents may engage in
transactions with us or the Selling Securityholders, or perform
services for us or the Selling Securityholders, in the ordinary
course of business.
In order to comply with the securities laws of certain states,
Section 16 of the Exchange Act and Rule 144, if applicable, the
securities must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
states the securities may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.
The Selling Securityholders and any other persons participating in
the sale or distribution of the securities will be subject to
applicable provisions of the Securities Act and the Exchange Act,
and the rules and regulations thereunder, including, without
limitation, Section 16 of the Exchange Act, Rule 144 and Regulation
M. These provisions may restrict certain activities of, and limit
the timing of purchases and sales of any of the securities by, the
Selling Securityholders or any other person, which limitations may
affect the marketability of the shares of the
securities.
We will make copies of this prospectus available to the Selling
Securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The Selling
Securityholders may indemnify any agent, broker-dealer or
underwriter that participates in transactions involving the sale of
the securities against certain liabilities, including liabilities
arising under the Securities Act.
LEGAL
MATTERS
The legality of the Ordinary Shares offered hereby will be passed
upon for Perimeter by Maples and Calder (Luxembourg)
SARL.
EXPERTS
The consolidated financial statements of Perimeter Solutions, SA as
of December 31, 2022 and 2021 (Successor), and for the year ended
December 31, 2022 and the period from November 9, 2021 through
December 31, 2021 (Successor), for the period from January 1, 2021
through November 8, 2021 (Predecessor) and for the year ended
December 31, 2020 (Predecessor) and management's assessment of the
effectiveness of internal control over financial reporting as of
December 31, 2022, incorporated by reference herein, have been so
incorporated in reliance on the reports of BDO USA, LLP, an
independent registered public accounting firm, incorporated herein
by reference, given on the authority of said firm as experts in
auditing and accounting. The report on the effectiveness of
internal control over financial reporting expresses an adverse
opinion on the effectiveness of the Company's internal control over
financial reporting as of December 31, 2022.
SERVICE
OF PROCESS AND ENFORCEMENT OF LIABILITIES
Perimeter and certain of its subsidiaries (the “non-U.S.
companies”) are or will be incorporated under the laws of countries
other than the U.S. In addition, certain of the directors and
officers of the non-U.S. companies reside outside of the U.S. and
most of the assets of the non-U.S. companies and some of the assets
of their directors and officers are located outside the U.S. As a
result, it may be difficult for investors to effect service of
process on the non-U.S. companies or those persons in the U.S. or
to enforce in the U.S. judgments obtained in U.S. courts against
the non-U.S. companies or those persons based on the civil
liability provisions of the U.S. securities laws or other laws.
Uncertainty exists as to whether courts in the jurisdiction of
organization of the non-U.S. companies will enforce judgments
obtained in other jurisdictions, including the U.S., against the
non-U.S. companies or their
directors or officers under the securities or other laws of those
jurisdictions or entertain actions in those jurisdictions against
the non-U.S. companies or their directors or officers under the
securities or other laws of those jurisdictions.
Luxembourg
It may be possible to effect service of process within Luxembourg
upon Perimeter and its respective directors and officers provided
that The Hague Convention on the Service Abroad of Judicial and
Extrajudicial Documents in Civil or Commercial Matters of November
15, 1965, is complied with.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. This prospectus is part of a
registration statement on Form S-3 we filed with the SEC under the
Securities Act and does not contain all the information set forth
or incorporated by reference in the registration statement.
Whenever a reference is made in this prospectus to any of our
contracts, agreements or other documents, the reference may not be
complete and you should refer to the exhibits that are a part of
the registration statement or the exhibits to the reports or other
documents incorporated by reference into this prospectus for a copy
of such contract, agreement or other document. Our SEC filings are
available to the public on the internet at a website maintained by
the SEC located at http://www.sec.gov.
We also maintain an Internet website at
www.perimeter-solutions.com. Through our website, we will make
available, free of charge, the following documents as soon as
reasonably practicable after they are electronically filed with, or
furnished to, the SEC: our Annual Reports on Form 10-K; our proxy
statements for our annual and special stockholder meetings; our
Quarterly Reports on Form 10-Q; our Current Reports on
Form 8-K; Forms 3, 4 and 5 and Schedules 13D; and
amendments to those documents. The information contained on, or
that may be accessed through, our website is not part of, and is
not incorporated into, this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available over
the Internet at the SEC’s web site at http://www.sec.gov. You may
also read and copy any document we file at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information on the
Public Reference Room and its copy charges.
We are “incorporating by reference” into this registration
statement specific documents that we file with the SEC, which means
that we can disclose important information to you by referring you
to those documents that are considered part of this registration
statement. Information that we file subsequently with the SEC will
automatically update and supersede this information. This
registration statement is part of a registration statement filed
with the SEC.
We incorporate by reference into this registration statement the
following documents filed by us with the SEC, and any future
documents that we file with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act until the termination of the offering
of all of the securities covered by this registration statement has
been completed including all such documents filed after the date of
the initial registration statement and prior to effectiveness of
the registration statement.
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SEC Filing (File No. 001-41027) |
Period Covered or Date of Filing |
Annual Report on Form 10-K
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Definitive Proxy Statement on Schedule 14A, filed with the SEC
on
May 1, 2023
(solely with respect to those portions incorporated by reference
into our Annual Report on Form 10-K for the year ended December 31,
2022);
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Current Reports on Form 8-K since the end of the fiscal year
December 31, 2022
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The description of our securities contained in our registration
statement on Form 8-A (File No. 001-41027) filed with the SEC
including any amendment or report filed for purpose of updating
such description. |
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We are not, however, incorporating by reference any documents or
portions thereof, whether specifically listed above or filed in the
future, that are not deemed “filed” with the SEC, including any
information furnished pursuant to Items 2.02 or 7.01 of Form
8-K or certain exhibits furnished pursuant to Item 9.01 of Form
8-K.
We will furnish without charge to each person, including any
beneficial owner, to whom a registration statement is delivered,
upon written or oral request, a copy of any or all of the documents
incorporated by reference, including exhibits to these documents.
Any such request may be made by writing or calling us at the
following addresses or phone number:
Perimeter Solutions, SA
8000 Maryland Avenue, Suite 350
Clayton, Missouri 63105
Phone: (314) 396-7343
or
Perimeter Solutions, SA
12E, rue Guillaume Kroll,
L-1882 Luxembourg,
Grand Duchy of Luxembourg
Exhibits to a document will not be provided unless they are
specifically incorporated by reference in that
document.
We maintain an internet website at http://
www.perimeter-solutions.com, which contains information relating to
us and our business. We do not incorporate the information on our
internet website by reference.
You should rely only on the information contained in and
incorporated by reference into this registration statement. We have
not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that
the information in this registration statement or incorporated by
reference into this registration statement is accurate as of any
date other than the date on the front of the respective document.
Our business, financial condition, results of operations and
prospects may have changed since that date.
The information in this registration statement may not contain all
of the information that may be important to you. You should read
the entire registration statement, as well as the documents
incorporated by reference into this registration statement, before
making an investment decision.
Perimeter Solutions, SA
Up to 8,460,860 Ordinary Shares Issuable Upon the Exercise of
Warrants and 126,097,150 Ordinary Shares Offered by Selling
Securityholders
PROSPECTUS
May 5, 2023
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be borne
by the registrant in connection with the issuance and distribution
of the shares of common stock being registered hereby.
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SEC registration fee
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$ 46,706 |
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Legal Fees and Expenses
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75,000 |
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Accounting Fees and Expenses
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10,000 |
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Printing Expenses
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25,000 |
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Miscellaneous Expenses
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10,000 |
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Total
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$ 166,706 |
Item 15. Indemnification of Directors and Officers.
Article 441-8 of the 1915 Law provides that the
directors shall not incur any personal obligation by reason of the
commitments of the company.
Article 441-9 of the 1915 Law provides that the
directors, the members of the management committee and the managing
executive officer shall be liable to the company in accordance with
general law for the execution of the mandate given to them and for
any misconduct in the management of the company’s affairs. The
directors and members of the management committee shall be jointly
and severally liable towards either the company or any third
parties for damages resulting from this violation of the 1915 Law
or the company’s articles of association. The directors and members
of the management committee shall be discharged from such liability
in the case of a violation to which they were not a party provided
no misconduct is attributable to them and they have reported such
violation, as regards members of the board of directors, to the
first general meeting and, as regards members of the management
committee, during the first meeting of the board of directors after
they had acquired knowledge thereof.
The Articles provide that directors of Perimeter are not held
personally liable for the indebtedness or other obligations of
Perimeter. As agents of Perimeter, they are responsible for the
performance of their duties. Subject to the exceptions and
limitations listed in the Articles and mandatory provisions of law,
every person who is, or has been, a director or officer of
Perimeter (and his or her heirs, executors and administrators)
shall be indemnified by Perimeter to the fullest extent permitted
by law against liability and against all expenses reasonably
incurred or paid by such person in connection with any claim,
action, suit or proceeding which he becomes involved as a party or
otherwise by virtue of his or her being or having been a director
or officer of Perimeter, or, at the request of Perimeter, of any
other company of which Perimeter is a shareholder or creditor and
by which he is not entitled to be indemnified, and against amounts
paid or incurred by him or her in the settlement thereof. The words
“claim,” “action,” “suit” or “proceeding” shall apply to all
claims, actions, suits or proceedings (civil, criminal or otherwise
including appeals) actual or threatened and the words “liability”
and “expenses” shall include without limitation attorneys’ fees,
costs, judgments, amounts paid in settlement and other liabilities.
However, no indemnification shall be provided to any director,
officer or shareholder of Perimeter (i) against any liability
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or
her office (ii) with respect to any matter as to which he or
she shall have been finally adjudicated to have acted in bad faith
and not in the interest of Perimeter or (iii) in the event of
a settlement, unless the settlement has been approved by a court of
competent jurisdiction or by the board of directors of
Perimeter.
The Articles provide that the right of indemnification provided by
such Articles shall be severable, shall not affect any other rights
to which any director or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be such director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained in such Articles
shall affect or limit any rights to indemnification to which
corporate personnel, including directors and officers, may be
entitled by contract or otherwise under law. Perimeter shall
specifically be entitled to provide contractual indemnification to
and may purchase and maintain insurance for any corporate
personnel, including directors and officers of Perimeter, as
Perimeter may decide upon from time to time.
In connection with the Business Combination, we entered into
indemnification agreements with each of our directors and executive
officers, which provide that we will indemnify each of our
directors and such officers to the fullest extent permitted by
law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
Item 16. Exhibits.
(a) Exhibits.
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Exhibit
Number |
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Incorporated by Reference |
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Description |
Form |
Exhibit |
Filing date |
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2.1 |
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S-4 |
2.1 |
September 1, 2021 |
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3.1 |
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S-1/A |
3.2 |
November 10, 2021 |
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4.1 |
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S-4/A |
4.1 |
October 25, 2021 |
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4.2 |
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S-4/A |
4.2 |
October 25, 2021 |
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4.3 |
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S-1/A |
4.4 |
November 10, 2021 |
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4.4 |
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S-4/A |
4.5 |
October 25, 2021 |
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5.1 |
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21.1 |
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10-K |
21.1 |
March 1, 2023 |
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23.1 |
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23.2 |
Consent of Maples and Calder (Luxembourg) SARL (included in Exhibit
5.1).
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24.1 |
Powers of Attorney (included on the signature page to this
registration statement). |
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107 |
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S-3 |
107.1 |
March 15, 2023 |
Item 17. Undertakings.
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective
registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however,
that paragraphs (a)(1)(i), (ii), and (iii) above do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the SEC by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any
purchaser:
(A) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement;
and
(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
Provided,
however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(6) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all 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 Clayton, State of Missouri on May 5, 2023.
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Perimeter Solutions, SA
By: /s/
Haitham Khouri
Name: Haitham Khouri
Title: Chief Executive Officer
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POWER OF ATTORNEY
The undersigned directors and officers of Perimeter hereby appoint
Haitham Khouri as attorney-in-fact for the undersigned, with full
power of substitution and resubstitution, for and in the name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) and supplements to
this registration statement on Form S-3 and any and all related
registration statements pursuant to Rule 462(b) under
the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the SEC,
hereby ratifying and confirming all that said attorney-in-fact and
agent, or its substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Name |
Position |
Date |
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/s/ Haitham Khouri
Haitham Khouri
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Chief Executive Officer and Director
(Principal Executive Officer) |
May 5, 2023
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/s/ Charles Kropp
Charles Kropp
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer) |
May 5, 2023 |
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/s/ W. Nicholas Howley
W. Nicholas Howley
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Co-Chairman of the Board |
May 5, 2023 |
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/s/ William N. Thorndike, Jr.
William N. Thorndike, Jr.
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Co-Chairman of the Board |
May 5, 2023 |
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/s/ Edward Goldberg
Edward Goldberg
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Director |
May 5, 2023 |
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/s/ Vivek Raj
Vivek Raj
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Director |
May 5, 2023 |
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/s/ Tracy Britt Cool
Tracy Britt Cool
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Director |
May 5, 2023 |
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/s/ Sean Hennessy
Sean Hennessy
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Director |
May 5, 2023 |
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/s/ Robert Henderson
Robert Henderson
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Director |
May 5, 2023 |
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/s/ Bernt Iversen II
Bernt Iversen II
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Director |
May 5, 2023 |
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