As
filed with the U.S. Securities and Exchange Commission on October 08, 2026.
Registration
No. 333-298840
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
TO
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Elevation
Acquisition Group Inc.
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
6770 |
|
N/A |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
19505
Biscayne Blvd, Suite 2350
Aventura, FL 33180
Telephone: (212) 785-4680
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony
J. Sarkis
Chief Executive Officer
19505 Biscayne Blvd, Suite 2350
Aventura, FL 33180
Telephone: (212) 785-8090
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Mitchell
S. Nussbaum
Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000 |
|
Alexandra
Low
Appleby
(Cayman) Ltd.
9th
Floor, 60 Nexus Way,
Camana
Bay KY1-1104,
Cayman
Islands
Telephone:
(345) 949-4900 |
|
David
Danovitch
Charles
Chambers Jr.
Sullivan
& Worcester LLP
1251
Avenue of the Americas
19th
Floor
New
York, New York 10020
Tel.:
(212) 660-3060 |
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. ☐
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, 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.
| Large
accelerated filer |
|
☐ |
|
Accelerated
filer |
|
☐ |
| Non-accelerated
filer |
|
☒ |
|
Smaller
reporting company |
|
☒ |
| |
|
|
|
Emerging
growth company |
|
☒ |
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 the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-298840) of Elevation Acquisition Group Inc.
(the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this Amendment consists only of the
facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed
exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting
discount and commissions) will be as follows:
| Legal fees and expenses | |
$ | 250,000 | |
| Nasdaq listing and filing fees | |
$ | 75,000 | |
| Printing and engraving expenses | |
$ | 25,000 | |
| Accounting fees and expenses | |
$ | 45,000 | |
| FINRA/SEC filing fees | |
$ | 50,000 | |
| Reimbursement for underwriter expenses | |
$ | 100,000 | |
| Miscellaneous expenses | |
$ | 55,000 | |
| TOTAL | |
$ | 600,000 | |
Item
14. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a
crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors
to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual
fraud, willful neglect or willful default. We may purchase a policy of directors’ and officers’ liability insurance that
insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures
us against our obligations to indemnify our officers and directors.
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.
Pursuant
to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the
Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
Item
15. Recent Sales of Unregistered Securities.
On
July 15, 2026, we issued a promissory note to our sponsor in the amount of $75,000 to cover certain of our offering costs. On February
9, 2026, our sponsor acquired 5,750,000 founder shares for an aggregate purchase price of $25,000. Effective August 4, 2026, our sponsor
transferred to our directors and officers an aggregate of 770,000 founder shares, including: (i) 350,000 founder shares transferred to
and purchased by our Chief Executive Officer and member of the board of directors, (ii) 100,000 founder shares transferred to and purchased
by our Chief Financial Officer and member of the board of directors, (iii) 200,000 founder shares transferred to and purchased by our
independent director and chairman nominee, and (iv) 60,000 transferred to and purchased by each of Francis Knuettel II, our independent
director nominee, and another independent director nominee. On August 25, 2026, our sponsor forfeited 1,916,667 founder shares for no
consideration. As a result, the effective purchase price per founder share is $0.007. On September 21, 2026, the independent director
nominee forfeited the 60,000 previously transferred to him. On September 23, 2026, 60,000 founder shares were transferred by our sponsor
to and purchased by Christina Favilla, one of our independent director nominees. As of September 23, 2026, our sponsor had transferred
an aggregate of 770,000 founder shares. Prior to the consummation of this offering, our sponsor will forfeit an aggregate of 850,000
founder shares and the at-risk capital investors will purchase 850,000 founder shares for $0.007 per founder share (of which 150,000
founder shares will be purchased by the Maxim Individuals and 700,000 founder shares will be purchased by the third party investors).
The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the outstanding
ordinary shares upon completion of this offering (excluding the private placement shares underlying the private placement units and the
representative shares). Our sponsor, directors and officers, Maxim and the at-risk capital investors are each accredited investors for
purposes of Rule 501 of Regulation D, or otherwise subject to an exemption from the registration of the sale of securities under the
Securities Act. Such securities were issued in connection with our organization pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
In
addition, the members of the Sponsor Group, Maxim or its designees, and the at-risk capital investors have committed, pursuant to written
agreements, to purchase an aggregate of 315,000 private placement units, or 337,500 private placement units if the underwriters’
over-allotment option is exercised in full (an aggregate of 130,000 private placement units to be purchased by the members of the Sponsor
Group, or 137,500 private placement units if the underwriters’ over-allotment option is exercised in full; 100,000 private placement
units to be purchased by Maxim or 115,000 private placement units if the underwriters’ over-allotment option is exercised in full;
and, 85,000 private placement units to be purchased by the at-risk capital investors, whether or not the underwriters’ over-allotment
option is exercised), at a price of $10.00 per unit for a total purchase price of $3,150,000 (or $3,375,000 if the underwriters’
over-allotment is exercised in full) in a private placement that will close immediately prior to the closing of this offering. These
issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No
underwriting discounts or commissions were paid or will be paid with respect to such sales.
Item
16. Exhibits and Financial Statement Schedules.
| |
(a) | The following exhibits
are filed as part of this Registration Statement: |
| Exhibit
No. |
|
Description |
| 1.1* |
|
Form
of Underwriting Agreement |
| 3.1* |
|
Memorandum
and Articles of Association |
| 3.2* |
|
Form
of Amended and Restated Memorandum and Articles of Association |
| 4.1* |
|
Specimen
Unit Certificate |
| 4.2* |
|
Specimen
Class A Ordinary Share Certificate |
| 4.3* |
|
Specimen
Right Certificate (included as an Exhibit to Exhibit 4.4) |
| 4.4* |
|
Form
of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| 5.1* |
|
Opinion
of Loeb & Loeb LLP |
| 5.2* |
|
Opinion
of Appleby (Cayman) Ltd., Cayman Islands legal counsel to the Registrant |
| 10.1* |
|
Form
of Letter Agreement between the Registrant, each of the Registrant’s officers and directors, Elevation Group Sponsor, LLC,
Maxim Group, LLC and the at-risk capital investors signatory thereto |
| 10.2* |
|
Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant |
| 10.3* |
|
Form
of Registration Rights Agreement among the Registrant, Elevation Group Sponsor, LLC, Maxim Group, LLC, the at-risk capital investors,
and certain other holders name therein |
| 10.4* |
|
Securities
Subscription Agreement, dated February 9, 2026, between the Registrant and Elevation Group Sponsor, LLC |
| 10.5* |
|
Promissory
Note, dated July 15, 2026, from Registrant to Elevation Group Sponsor, LLC |
| 10.6* |
|
Form
of Private Placement Units Purchase Agreement between the Registrant and Elevation Group Sponsor, LLC and the officers and directors
of the Registrant named therein |
| 10.7* |
|
Form of Private Placement Units Purchase Agreement between the Registrant and Maxim Group LLC |
| 10.8** |
|
Form of Subscription Agreement between the Registrant and the at-risk capital investor named therein |
| 10.9* |
|
Form
of Administrative Services Agreement between the Registrant and Elevation Group Sponsor, LLC |
| 10.10* |
|
Form
of Indemnity Agreement |
| 10.11* |
|
Amended
and Restated Offer Letter to Anthony J. Sarkis dated September 1, 2026 |
| 10.12* |
|
Amended
and Restated Securities Transfer Agreement between Elevation Group Sponsor, LLC and Anthony J. Sarkis dated September 1, 2026 |
| 10.13* |
|
Amended
and Restated Securities Transfer Agreement between Elevation Group Sponsor, LLC and Joseph Yankovich dated September 1, 2026 |
| 10.14* |
|
Amended
and Restated Offer Letter to Francis Knuettel II dated September 1, 2026 |
| 10.15* |
|
Amended
and Restated Securities Transfer Agreement between Elevation Group Sponsor, LLC and Francis Knuettel II dated September 1, 2026 |
| 10.16* |
|
Amended
and Restated Offer Letter to Matthew J. Kearney dated September 1, 2026 |
| 10.17* |
|
Amended
and Restated Securities Transfer Agreement between Elevation Group Sponsor, LLC and Matthew J. Kearney dated September 1, 2026 |
| 10.18* |
|
Offer
Letter to Christina Favilla dated September 23, 2026 |
| 10.19* |
|
Securities
Transfer Agreement between Elevation Group Sponsor, LLC and Christina Favilla dated September 23, 2026 |
| 14* |
|
Form
of Code of Ethics |
| 23.1* |
|
Consent
of CBIZ CPAs P.C. |
| 23.2* |
|
Consent
of Loeb & Loeb LLP (included in Exhibit 5.1) |
| 23.3* |
|
Consent
of Appleby (Cayman) Ltd., Cayman Islands legal counsel to the Registrant (included in Exhibit 5.2) |
| 99.1* |
|
Form
of Audit Committee Charter |
| 99.2* |
|
Form
of Compensation Committee Charter |
| 99.3* |
|
Form
of Nominating and Corporate Governance Committee Charter |
| 99.4* |
|
Consent
of Christina Favilla to be named as director nominee |
| 99.5* |
|
Consent
of Matthew Kearny to be named as director nominee |
| 99.6* |
|
Consent
of Francis Knuettel II to be named as director nominee |
| 107* |
|
Filing
Fee Table |
| * |
Previously
filed. |
| ** |
Filed
herewith. |
| |
(b) |
Financial
Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement. |
Item
17. Undertakings.
| |
(a) |
The
undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
| |
|
|
| |
(b) |
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue. |
| |
|
|
| |
(c) |
The
undersigned registrant hereby undertakes that: |
| |
(1) |
For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
| |
|
|
| |
(2) |
For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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) |
For
the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use. |
| |
|
|
| |
(4) |
For
the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
i. |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
ii. |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
an undersigned registrant; |
| |
|
|
| |
iii. |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
iv. |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Aventura, Florida, on the 8th day of October,
2026.
| |
Elevation
Acquisition Group Inc. |
| |
|
| |
By: |
/s/
Anthony J. Sarkis |
| |
Name: |
Anthony
J. Sarkis |
| |
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/
Anthony J. Sarkis |
|
Chief
Executive Officer and Director |
|
October
08, 2026 |
| Anthony
J. Sarkis |
|
(Principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Joseph Yankovich |
|
Chief
Financial Officer and Director |
|
October
08, 2026 |
| Joseph
Yankovich |
|
(Principal
financial and accounting officer) |
|
|
Authorized
Representative in The United States
Pursuant
to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this registration statement,
solely in its capacity as the duly authorized representative of Elevation Acquisition Group Inc. in the city of Aventura, State of Florida,
on the 8th day of October, 2026.
| |
Elevation
Acquisition Group Inc. |
| |
|
| |
By: |
/s/
Anthony J. Sarkis |
| |
Name: |
Anthony
J. Sarkis |
| |
Title: |
Chief
Executive Officer |
