SEC Form F-10POS filed by The Valens Company Inc.
Registration No. 333-263941
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-10
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE VALENS COMPANY INC.
(Exact name of Registrant as specified in its charter)
| | Canada | | | 2833 | | | N/A | |
| | (Province or other jurisdiction of incorporation or organization) |
| | (Primary Standard Industrial Classification Code Number) |
| | (I.R.S. Employer Identification Number, if applicable) |
|
230 Carion Road
Kelowna, BC, Canada V4V 2K5
(778) 755-0052
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation System
28 Liberty Street
New York, New York 10005
Telephone: (212) 894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service in the United States)
Copies to:
|
Zachary George #300, 919 - 11 Avenue SW Calgary, AB T2R 1P3 (403) 948-5227 |
|
Stacie S. Aarestad Ryan M. Rourke Reed Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210 (617) 832-1000 |
Approximate date of commencement of
proposed sale to the public:
Not applicable
Province of Ontario, Canada
(Principal jurisdiction regulating this offering)
| It is proposed that this filing shall become effective (check appropriate box below): | |||
| A. x | upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). | ||
| B. ¨ | at some future date (check appropriate box below) | ||
| 1. ¨ | pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing). | ||
| 2. ¨ | pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ). | ||
| 3. ¨ | pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. | ||
| 4. ¨ | after the filing of the next amendment to this form (if preliminary material is being filed). | ||
| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒ | |||
DEREGISTRATION OF SECURITIES
On March 29, 2022, The Valens Company Inc. (the “Registrant”), filed with the Securities and Exchange Commission a registration statement on Form F-10, Registration No. 333-263941 (the “Registration Statement”) for the sale by the Registrant from time to time of up to an aggregate of US$150,000,000 of securities including common shares, debt securities, subscription receipts, warrants and units (collectively the “Securities”).
Effective on January 17, 2023, SNDL Inc., a corporation existing under the laws of Alberta, Canada (“SNDL”) acquired all of the issued and outstanding common shares of the Registrant that SNDL or its affiliates did not already own, pursuant to an arrangement agreement dated August 22, 2022 by and among the Registrant and SNDL, in accordance with a court-approved plan of arrangement (the “Arrangement”) pursuant to Section 192 of the Canada Business Corporations Act. As a result of the Arrangement, the Registrant became a wholly owned subsidiary of SNDL.
As a result of the Arrangement, the Registrant has terminated all offerings of securities pursuant to the Registration Statement. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all of the Securities formerly issuable and registered under the Registration Statement and not otherwise sold by the Registrant as of the date that this Post-Effective Amendment No. 1 is filed. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such Securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Valens Company Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and 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 Toronto, Ontario, Canada, on January 17, 2023.
| THE VALENS COMPANY INC. | ||
| By: | /s/ A. Tyler Robson | |
| Name: A. Tyler Robson | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated:
| Signature | | Title | | Date |
| /s/ A. Tyler Robson | | Chief Executive Officer | | January 17, 2023 |
| A. Tyler Robson | (Principal Executive Officer) | |||
| /s/ Sunil Gandhi | | Chief Financial Officer | | January 17, 2023 |
| Sunil Gandhi | (Principal Financial & Accounting Officer) | |||
| /s/ Zachary George | | Director | | January 17, 2023 |
| Zachary George | ||||
| /s/ James Keough | | Director | | January 17, 2023 |
| James Keough | ||||
| /s/ Kristine Dow | | Director | | January 17, 2023 |
| Kristine Dow |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in its capacity as the duly authorized representative of The Valens Company Inc. in the United States, on January 17, 2023.
| GREEN ROADS, INC. | ||
| By: | /s/ Jeff Fallows | |
| Name: Jeff Fallows | ||
| Title: President | ||