S-1/A 1 file1.htm Table of Contents

As filed with the Securities and Exchange Commission on January 23, 2007

File No. 333-134444

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RENAISSANCE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)


Delaware 6770 20-4720414
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial Classification
Code Number)
(I.R.S. Employer Identification
Number)

50 E. Sample Road, Suite 400
Pompano Beach, Florida 33064
(954) 784-3031
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Barry W. Florescue, Chairman and Chief Executive Officer
50 E. Sample Road, Suite 400
Pompano Beach, Florida 33064
(954) 784-3031
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Gerald Adler, Esq.
Dechert LLP
30 Rockefeller Plaza
23rd Floor
New York, New York 10112-2200
(212) 698-3500
(212) 698-3599 – Facsimile
David Alan Miller, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 – Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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. [ ]




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CALCULATION OF REGISTRATION FEE


Title of each Class of
Security being registered
Amount being Registered Proposed
Maximum
Offering Price Per
Security(1)
Proposed
Maximum
Aggregate Offering
Price(1)
Amount of
Registration
Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and two Warrants(2) 14,950,000 Units $ 6.00
$ 89,700,000
$    9,597.90(3)
Shares of Common Stock included as part of the Units(2) 14,950,000 Shares
(4)
Warrants included as part of the Units(2) 29,900,000 Warrants
(4)
Shares of Common Stock underlying the Warrants included in the Units(5) 29,900,000 Shares $ 5.00
$ 149,500,000
$  15,996.50(3)
Representative’s Unit Purchase
Option
1 $ 100
$ 100
(4)
Units underlying the Representative's Unit Purchase Option (‘‘Underwriter's Units’’)(5) 650,000 Units $ 7.50
$ 4,875,000
$      521.63(3)
Shares of Common Stock included as part of the Underwriter’s Units(5) 650,000 Shares
(4)
Warrants included as part of the Representative’s Units(5) 1,300,000 Warrants
(4)
Shares of Common Stock underlying the Warrants included in the Representative’s Units(5) 1,300,000 Shares $ 5.00
$ 6,500,000
$      695.50(3)
Total    
$ 250,575,000
$ 26,811.53(3)
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Includes 1,950,000 Units and 1,950,000 shares of Common Stock and 3,900,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.
(3) Previously paid. The registrant paid an aggregate of $32,143.93 in connection with this Registration Statement.
(4) No fee pursuant to Rule 457(g).
(5) Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

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 Commission, acting pursuant to said Section 8(a), may determine.




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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus
Subject to Completion, January 23, 2007

PROSPECTUS

$78,000,000

RENAISSANCE ACQUISITION CORP.

13,000,000 units

Renaissance Acquisition Corp. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our efforts to identify a prospective target business will not be limited to a particular industry. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction.

This is an initial public offering of our securities. Each unit that we are offering has a price of $6.00 and consists of one share of our common stock and two warrants. Each warrant entitles the holder to purchase one share of our common stock at a price of $5.00. Each warrant will become exercisable on the later of our completion of a business combination and                , 2008  [one year from the date of this prospectus], and will expire on                , 2011 [four years from the date of this prospectus], or earlier upon redemption.

We have granted Ladenburg Thalmann & Co. Inc., the representative of the underwriters for this offering, a 45-day option to purchase up to 1,950,000 units (over and above the 13,000,000 units referred to above) solely to cover over-allotments, if any. The over-allotment will be used only to cover the net syndicate short position resulting from the initial distribution. We have also agreed to sell to Ladenburg Thalmann & Co., for $100, as additional compensation, an option to purchase up to a total of 650,000 units at $7.50 per unit. The units issuable upon exercise of this option are identical to those offered by this prospectus. The purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part.

RAC Partners LLC, an entity controlled by Barry W. Florescue, our chairman and chief executive officer, and two of our directors, have committed to purchase from us an aggregate of 4,666,667 warrants at $0.45 per warrant (for an aggregate purchase price of approximately $2,100,000). This purchase will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from the purchase will be placed in the trust fund described below. The ‘‘insider warrants’’ we are selling to those purchasers will be identical to warrants underlying the units being offered by this prospectus except that (i) they will have an exercise price of $6.00 per share, (ii) we will not register the sale of the warrants to the public and (iii) they will be exercisable on a cashless basis at the holders’ option so long as they are held by the directors or RAC Partners or its affiliates. We have agreed to register the transfer of the insider warrants by RAC Partners to its members in a liquidation or distribution and the resale of the shares underlying the insider warrants by RAC Partners and the directors at any time after we execute a definitive agreement for a business combination, but the purchasers have agreed that they will not sell or, subject to certain limited exceptions (including in a distribution upon liquidation of RAC Partners) transfer the insider warrants and may not exercise the insider warrants until 30 days after we have completed a business combination. Accordingly, the insider warrants will be placed in escrow and will not be released until 30 days after the completion of our initial business combination.

There is presently no public market for our units, common stock or warrants. We intend to apply to have the units listed on the American Stock Exchange. Assuming that the units are listed on the American Stock Exchange, the units will be listed under the symbol RAK.U on or promptly after the date of this prospectus. Assuming that the units are listed on the American Stock Exchange, once the securities comprising the units begin separate trading, the common stock and warrants will be listed on the American Stock Exchange under the symbols RAK and RAK.WS, respectively. We cannot assure you that our securities will be listed or will continue to be listed on the American Stock Exchange.

Investing in our securities involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 13 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


  Public
offering price
Underwriting discount
and commissions(1)
Proceeds, before
expenses, to us
Per unit $ 6.00
$ 0.45
$ 5.55
Total $ 78,000,000
$ 5,850,000
$ 72,150,000
(1) Includes a non-accountable expense allowance in the amount of 1.5% of the gross proceeds, or $0.09 per unit ($1,170,000 in total), payable to Ladenburg Thalmann & Co. The non-accountable expense allowance is not payable with respect to the units sold upon exercise of the over-allotment option. Of the underwriting discounts and commissions, $2,148,000, including $1,095,000 of the $1,170,000 non-accountable expense allowance, is being deferred by the underwriters and will not be payable by us to them unless and until we consummate a business combination.

$73,673,000 of the net proceeds of this offering (including the $2,148,000 of underwriting discounts and commissions, which amount includes $1,095,000 of the $1,170,000 non-accountable expense allowance, payable to the underwriters in this offering which are being deferred by them until we consummate a business combination), plus the additional aggregate $2,100,000 we will receive from the purchase of the insider warrants simultaneously with the consummation of this offering, for an aggregate of $75,773,000 (or approximately $5.83 per unit sold to the public in this offering), will be deposited into a trust account at Smith Barney, a division of Citigroup Global Markets, Inc., maintained by Continental Stock Transfer & Trust Company acting as trustee.

We are offering the units for sale on a firm-commitment basis. Ladenburg Thalmann & Co. Inc., acting as representative of the underwriters, expects to deliver our securities to investors in the offering on or about                , 2007.

Ladenburg Thalmann & Co. Inc. EarlyBirdCapital, Inc.

                , 2007




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Prospectus Summary

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus: