POS EX

As filed with the Securities and Exchange Commission on June 14, 2022.

Registration No. 333-260534

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALGOMA STEEL GROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

British Columbia   3312   Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

105 West Street

Sault Ste. Marie, Ontario

P6A 7B4, Canada

(705) 945-2351

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Algoma Steel USA Inc.

1209 Orange Street

Wilmington, Delaware 19801

(302) 658-7581

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

John Naccarato

Algoma Steel Group Inc.
105 West Street
Sault Ste. Marie,
Ontario
P6A 7B4, Canada
Tel: (705) 945-2351

  Adam M. Givertz
Ian M. Hazlett
Christian G. Kurtz
Paul, Weiss, Rifkind, Wharton
& Garrison LLP
1285 Avenue of the Americas
New York, New York
10019-6064
Tel: (212) 373-3000
  Robert Chadwick
Michael Partridge
Goodmans LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7, Canada
Tel: (416) 863-2400

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

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

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

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.  ☒

This post-effective registration statement amends registration statement number 333-260534.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  ☐

 

 

 


ADDITION OF EXHIBITS

This Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-260534) (the “Registration Statement”) is being filed to include as exhibits (i) Deloitte LLP’s consent to the use of its report dated June 14, 2022, with respect to the financial statements of Algoma Steel Group Inc. included in the Registration Statement and (ii) certain other exhibits as indicated in Item 8(a) filed herewith.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statements Schedules

(a) Exhibits.

 

Exhibit
Number

  

Description

2.1    Agreement and Plan of Merger, dated as of May  24, 2021, by and among Algoma Steel Group Inc. (formerly known as 1295908 B.C. Ltd.), Algoma Merger Sub, Inc., and Legato Merger Corp., incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), as amended, filed with the SEC on July 7, 2021.
3.1    Restated Articles of Algoma Steel Group Inc., incorporated by reference to Exhibit 3.1 to Amendment No.  2 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), filed with the SEC on September 8, 2021.
4.1    Warrant Agreement, dated as of January 19, 2021, between Continental Stock Transfer  & Trust Company and Legato Merger Corp., incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-4 (File No.  333-257732), as amended, filed with the SEC on July 7, 2021.
4.2    Specimen Common Share Certificate of Algoma Steel Group Inc., incorporated by reference to Exhibit 4.5 to Amendment No.  1 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), filed with the SEC on August 17, 2021.
4.3    Specimen Warrant Certificate of Algoma Steel Group Inc., incorporated by reference to Exhibit 4.6 to Amendment No.  2 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), filed with the SEC on September 8, 2021.
4.4    Amendment Agreement, by and among Algoma Steel Group Inc., Legato Merger Corp., Continental Stock Transfer  & Trust Company and TSX Trust Company, dated as of October  19, 2021, incorporated by reference to Exhibit 2.2 to the Company’s Shell Company Report on Form 20-F, filed with the SEC on October 22, 2021.
4.5    Investor Rights Agreement, dated as of October  19, 2021, incorporated by reference to Exhibit 4.2 to the Company’s Shell Company Report on Form 20-F, filed with the SEC on October 22, 2021.
5.1    Opinion of Lawson Lundell LLP.
5.2    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
10.1    Form of Lock-up Agreement, dated as of May  24, 2021, incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-4 (File No.  333-257732), as amended, filed with the SEC on July 7, 2021.
10.2    Revolving Credit Agreement dated November  30, 2018 among Algoma Steel Inc., as borrower, Algoma Steel Intermediate Holdings Inc. and certain subsidiaries of Algoma Steel Inc., as guarantors, Wells Fargo Capital Finance Corporation Canada, as administrative agent and collateral agent, and the lenders party thereto from time to time, incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), as amended, filed with the SEC on July 7, 2021.
10.3    Amended and restated contribution agreement dated as of December  19, 2018 among Algoma Steel Inc., as borrower, Algoma Steel Intermediate Holdings Inc. and Algoma Steel USA Inc., as guarantors, and Her Majesty the Queen in Right of Canada as represented by the Minister responsible for the Federal Economic Development Agency for Southern Ontario, incorporated by reference to Exhibit 10.9 the Company’s Registration Statement on Form F-4 (File No. 333-257732), as amended, filed with the SEC on July 7, 2021.
10.4    Credit agreement dated as of November  30, 2018 between Algoma Steel Inc., as borrower and Her Majesty the Queen in Right of Ontario as represented by the Minister of Energy, Northern Development and Mines, as lender, incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), as amended, filed with the SEC on July 7, 2021.
10.5    Agreement dated as of March  29, 2019 among Algoma Steel Inc., as recipient, Algoma Steel Intermediate Holdings Inc., as guarantor, and Her Majesty the Queen in Right of Canada as represented by the Minister of Industry, incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), as amended, filed with the SEC on July 7, 2021.

 

II-1


Exhibit
Number

  

Description

10.6    Form of Director and Executive Officer Indemnification Agreement, incorporated by reference to Exhibit 10.13 to Amendment No.  1 to the Company’s Registration Statement on Form F-4 (File No. 333-257732), filed with the SEC on August 17, 2021.
10.7†    Algoma Steel Group Inc. Omnibus Incentive Equity Plan, incorporated by reference to Exhibit 4.8 to the Company’s Shell Company Report on Form 20-F, filed with the SEC on October 22, 2021.
10.8*    Credit Agreement, dated as of November  26, 2021, among Algoma Steel Inc., as borrower, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time and Canada Infrastructure Bank, as administrative agent, incorporated by reference to Exhibit 99.2 to the Company’s Report on Form 6-K, filed with the SEC on November 29, 2021.
10.9*    Strategic Innovation Fund Agreement dated September  20, 2021 among Her Majesty the Queen in Right of Canada, as represented by the Minister of Industry and Algoma Steel Inc., as recipient, and Algoma Steel Group Inc., as guarantor, incorporated by reference to Exhibit 99.3 to the Company’s Report on Form 6-K, filed with the SEC on November 29, 2021.
21.1    List of subsidiaries of Algoma Steel Group Inc.
23.1*    Consent of Deloitte LLP.
23.2    Consent of Lawson Lundell LLP (included in Exhibit 5.1).
23.3    Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.2).
23.4    Consent of Goodmans LLP.
24.1    Power of Attorney.

 

*

Filed herewith.

Indicates a management contract or compensatory plan.

 

II-2


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sault Ste. Marie, Ontario on the 14th day of June, 2022.

 

ALGOMA STEEL GROUP INC.
By:  

/s/ Michael Garcia

  Name: Michael Garcia
  Title: Chief Executive Officer and Director

 

II-3


Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

NAME

  

POSITION

  

DATE

/s/ Michael Garcia

Michael Garcia

   Chief Executive Officer and Director (Principal Executive Officer)    June 14, 2022

/s/ Rajat Marwah

Rajat Marwah

   Chief Financial Officer
(Principal Financial and Accounting Officer)
   June 14, 2022

*

Andy Harshaw

   Director    June 14, 2022

*

Andrew E. Schultz

   Director    June 14, 2022

*

David D. Sgro

   Director    June 14, 2022

*

Eric S. Rosenfeld

   Director    June 14, 2022

*

Brian Pratt

   Director    June 14, 2022

*

Mary Anne Bueschkens

   Director    June 14, 2022

*

Gale Rubenstein

   Director    June 14, 2022

*

James Gouin

   Director    June 14, 2022

*

Michael McQuade

   Director    June 14, 2022

 

*By:  

/s/ Rajat Marwah

Name:   Rajat Marwah
Title:   Attorney-in-Fact

 

II-4


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Algoma Steel Group Inc. has signed this Post-Effective Amendment No. 1 to the registration statement on June 14, 2022.

 

ALGOMA STEEL USA INC.
By:  

/s/ Rajat Marwah

  Name: Rajat Marwah
  Title: President, Chief Financial Officer and Secretary

 

II-5

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement No. 333-260534 on Form F-1 of our report dated June 14, 2022 relating to the financial statements of Algoma Steel Group Inc.

 

/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
June 14, 2022