As filed with the Securities and Exchange Commission on April 12, 2022
Registration Statement No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WAITR HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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26-3828008 |
(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
214 Jefferson Street, Suite 200
Lafayette, Louisiana 70501
(337) 534-6881
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Thomas C. Pritchard
General Counsel
Waitr
Holdings Inc.
214 Jefferson Street, Suite 200
Lafayette, Louisiana 70501
(337) 534-6881
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Morgan
J. Hayes
Debevoise & Plimpton LLP
919 Third Avenue
New York,
New York 10022
Phone: (212) 909-6000
Fax: (212) 909-6836
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 415(a)(6), the securities being registered hereunder include $150,000,000 of unsold securities which remain unsold as of the
date hereof (collectively, the Unsold Securities) previously registered by the Registrants registration statement on Form S-3 (File No. 333- 230721), which was originally filed with the
Commission on April 4, 2019, and declared effective by the Commission on April 26, 2019 (the Prior Registration Statement). The aggregate filing fee paid in connection with such Unsold Securities was $36,360. Pursuant to Rule
415(a)(6) under the Securities Act, (i) the registration fee applicable to the Unsold Securities is being carried forward to this registration statement and will continue to be applied to the Unsold Securities, and (ii) the offering of the
Unsold Securities registered on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. Accordingly, the Registrant is not paying a registration fee with the filing of this
registration statement. If the registrant sells any of the Unsold Securities pursuant to the Prior Registration Statement after the date of the initial filing, and prior to the date of effectiveness, of this registration statement, the registrant
will file a pre-effective amendment to this registration statement, which will reduce the number of Unsold Securities included on this registration statement.