As filed with the Securities and Exchange Commission
on September 5, 2024
Registration Statement No. 333-240311
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
to
Form S-3
Registration Statement
Under
THE SECURITIES ACT OF 1933
ASSETMARK
FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
30-0774039 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1655 Grant Street, 10th Floor
Concord, California 94520
(Address, including zip code, and telephone
number,
including area code, of registrant’s principal
executive offices)
Michael Kim
Chief Executive Officer and President
AssetMark Financial Holdings, Inc.
1655 Grant Street, 10th Floor
Concord, CA 94520
(925) 521-2200
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
With copies to:
Alan F. Denenberg
Davis Polk &
Wardwell LLP
1600 El Camino Real
Menlo Park, California
94025
Telephone: (650) 752-2000
Approximate date of commencement of proposed sale to the public:
N/A. The registrant is filing this post-effective amendment to remove from registration any securities registered hereunder that remain
unsold.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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: ☐
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 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. ☐
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. ☐
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 |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
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. ☐
DEREGISTRATION
OF SECURITIES
This Post-Effective Amendment (this
“Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (No. 333-240311) of AssetMark Financial
Holdings, Inc., a Delaware corporation (the “Registrant”), previously filed with the U.S. Securities and Exchange
Commission (the “SEC”) on August 3, 2020, as amended by that certain Amendment No. 1 to Form S-3 filed with the SEC
on June 17, 2021 (the “Registration Statement”), registering for the offer and sale from time to time of up to an
aggregate of 17,135,117 shares of the Registrant’s common stock, par value $0.001 per share at a maximum offering price per share
of $25.86. The Registration Statement was declared effective July 1, 2021. This Post-Effective Amendment is being filed to deregister
any and all securities that remain unsold under the Registration Statement.
On April 25, 2024, the Registrant entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with GTCR Everest Borrower, LLC, a Delaware limited
liability company (“Parent”), and GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned
subsidiary of Parent (“Merger Sub”). On September 5, 2024, pursuant to the terms of the Merger Agreement, Merger Sub
merged with and into the Registrant, with the Registrant surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”).
In connection with the Merger, the offerings
of securities pursuant to the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant
to the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby terminates the effectiveness
of the Registration Statement and removes and withdraws from registration all securities registered under the Registration Statement
that remain unsold as of the date hereof, if any. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration
of such securities. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Registrant
pursuant to the Registration Statement.
SIGNATURE
Pursuant to the requirements of the Securities
Act of 1933, 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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Concord, State of California, on September 5, 2024.
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AssetMark Financial Holdings, Inc.
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/s/ Gary Zyla |
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Name: |
Gary Zyla |
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Title: |
Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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