As filed with
the Securities and Exchange Commission on April 1, 2026
Registration No.
333-283610
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 1 to:
Form S-3 Registration
Statement No. 333-283610
UNDER
THE SECURITIES
ACT OF 1933
FIRST
FOUNDATION INC.
(Exact name of
registrant as specified in its charter)
| Delaware |
|
20-8639702 |
| (State or other jurisdiction
of incorporation or organization) |
|
(IRS Employer Identification
Number) |
1400 16th
Street, Suite 250
Denver, Colorado
80202
(Address, including
zip code, and telephone number, including area code,
of registrant’s
principal executive offices)
Neal E. Arnold
Chief Executive
Officer and President
FirstSun Capital
Bancorp
1400 16th Street,
Suite 250
Denver, Colorado
80202
(303) 831-6704
(Name, address,
including zip code, and telephone number, including
area code, of
agent for service)
Approximate date of commencement
of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to 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. o
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. o
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. o
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. o
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.
o
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. o
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 |
|
o |
|
Accelerated filer |
|
x |
| Non-accelerated
filer |
|
o |
|
Smaller reporting company |
|
o |
| |
|
|
|
Emerging
growth company |
|
x |
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. o
EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
First Foundation
Inc. (the “Registrant”), a Delaware corporation, is filing this Post-Effective Amendment No. 1 (“Amendment
No. 1”) to the Registration Statement on Form S-3 (Commission File No. 333-283610) filed with the Securities and Exchange
Commission (the “Commission”) on December 4, 2024 (the “Prior Registration Statement”) to
deregister any and all securities registered under the Prior Registration Statement that remain unsold as of the date of this
Amendment No. 1. Pursuant to the Prior Registration Statement, 70,258,815 shares of common stock, par value $0.001 per share,
consisting of (i) 21,766,815 shares of common stock, (ii) 28,421,000 shares of common stock underlying Series A Noncumulative
Convertible Preferred Stock, par value $0.001 per share, and (iii) 20,071,000 shares of common stock underlying net-settled warrants,
which are exercisable for Series C Non-Voting Common Equivalent Stock, par value $0.001 per share, each share of which is convertible
into common stock (together, the “Securities”), were registered.
On April 1, 2026,
pursuant to the Agreement and Plan of Merger, dated as of October 27, 2025 (the “Merger Agreement”), by and
between the Registrant and FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), the Registrant merged
with and into FirstSun (the “Merger”), with FirstSun continuing as the surviving corporation and as successor
in interest to the Registrant.
As a result of
the Merger, FirstSun, as successor in interest to the Registrant, terminates any and all offerings of the Securities pursuant
to the Prior Registration Statement and deregisters any and all Securities registered but unsold under the Prior Registration
Statement, if any, in accordance with an undertaking made by the Registrant in the Prior Registration Statement to remove from
registration, by means of a post-effective amendment, any of the Securities that had been registered for issuance that remain
unsold at the termination of the offering. The Prior Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such Securities.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Prior Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on April 1,
2026. No other person is required to sign this Amendment No. 1 to the Prior Registration Statement in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
| |
FirstSun
Capital Bancorp, a Delaware corporation
As successor by merger to
First Foundation Inc., a Delaware corporation |
|
| |
|
|
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By: |
/s/
Neal E. Arnold |
|
| |
|
Name: |
Neal
E. Arnold |
|
| |
|
Title: |
Chief
Executive Officer and President |
|
| |
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