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Global Consumer Acquisition Corp - GACQ

  • Commons

    $9.95

    +0.15%

    GACQ Vol: 2.6K

  • Warrants

    $0.57

    +0.88%

    GACQW Vol: 3.2K

  • Units

    $10.69

    +4.75%

    GACQU Vol: 5.0

Average: 0
Rating Count: 0
You Rated: Not rated

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SPAC Stats

Market Cap: 231.3M
Average Volume: 19.6K
52W Range: $9.67 - $9.98
Weekly %: +0.30%
Monthly %: +0.61%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 179
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our common stock and one half of one redeemable warrant
Trust Size: 20000000.0M

Management

Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Our sponsor, officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers or directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in the section of this prospectus entitled “Proposed Business — Sources of Target Businesses” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On January 15, 2021, our sponsor acquired 5,750,000 founder shares for an aggregate purchase price of $25,000. In February 2021, our sponsor transferred 60,000 founder shares, in the aggregate, to each of Tom Clausen, Art Drogue and Denis Tse. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after this offering (excluding the representative shares). The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 384,010 (or 421,510 if the underwriters’ over-allotment option is exercised in full) private placement units, each exercisable for one share of our common stock at $11.50 per share, for a purchase price of approximately $3,840,100 (or approximately $4,215,100 if the underwriters’ over-allotment option is exercised in full), or $10.00 per warrant, that will also be worthless if we do not complete a business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. 51 Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support. Upon the closing of this offering, our initial stockholders will own shares representing 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any units in this offering or if our initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our common stock. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination.. As a result, you will not have any influence over the election of directors prior to our initial business combination. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination. Our sponsor contributed an aggregate of approximately $25,000, or approximately $0.0043 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock. The difference between the public offering price per share (allocating all of the unit purchase price to the common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 92.3% (or $9.23 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $0.77 and the initial offering price of $10.00 per unit. In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our common stock. Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.0043 per founder share. As a result of this low initial price, our sponsor, its affiliates and our management team stands to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders. As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. General Risk Factors We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. We are a newly formed company with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues. 52 Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations. We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, investments and results of operations. Past performance by our management team and our sponsor may not be indicative of future performance of an investment in us. Information regarding performance by, or businesses associated with our management team and our sponsor and its affiliates is presented for informational purposes only. Past performance by our management team and our sponsor is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. Our officers and directors have not had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team’s or our sponsor’s respective performance as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate going forward. Furthermore, an investment in us is not an investment in our sponsor or its affiliates. We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. 53 Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: · our ability to select an appropriate target business or businesses in the healthcare industry; · our ability to complete our initial business combination; · our expectations around the performance of the prospective target business or businesses; · our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; · our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; · our potential ability to obtain additional financing to complete our initial business combination; · our pool of prospective target businesses in the healthcare industry; · risks associated with acquiring an operating company or business in the healthcare industry; · the ability of our officers and directors to generate a number of potential acquisition opportunities; · our public securities’ potential liquidity and trading; · the lack of a market for our securities; · the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; · the trust account not being subject to claims of third parties; or · our financial performance following this offering. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section of this prospectus entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 54 USE OF PROCEEDS We are offering 20,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement units will be used as set forth in the following table. Without Over-Allotment Option Over-Allotment Option Fully Exercised Gross proceeds Gross proceeds from units offered to public(1) $200,000,000 $230,000,000 Gross proceeds from private placement units offered in the private placement 3,840,100 4,215,100 Total gross proceeds $203,840,100 $234,215,100 Offering expenses(2) Underwriting commissions (1.25% of gross proce

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 25,000 $250,000 0.0% 0 0.348%
2021-11-16 Oaktree Capital Management LP 150,000 $1,480,000 0.0% 0 2.088%
2021-11-16 Whitebox Advisors LLC 275,000 $2,720,000 0.1% 0 3.827%
2021-11-16 Warberg Asset Management LLC 20,000 $200,000 0.0% 0 0.278%
2021-11-16 CNH Partners LLC 71,390 $710,000 0.0% 0 0.994%
2021-11-16 CVI Holdings LLC 15,000 $150,000 0.0% 0 0.209%
2021-11-15 Polar Asset Management Partners Inc. 1,680,000 $16,600,000 0.2% 0 23.382%
2021-11-15 Rivernorth Capital Management LLC 99,998 $990,000 0.1% 0 1.392%
2021-11-15 Berkley W R Corp 736,007 $7,270,000 0.5% 0 10.244%
2021-11-15 Marshall Wace LLP 349,422 $3,450,000 0.0% 0 4.863%
2021-11-15 Highbridge Capital Management LLC 1,974,826 $19,510,000 0.5% 0 27.485%
2021-11-12 Periscope Capital Inc. 125,846 $1,240,000 0.0% 0 1.752%
2021-11-12 Wolverine Asset Management LLC 378,361 $3,740,000 0.0% 0 5.266%
2021-11-12 Cohanzick Management LLC 660,074 $6,520,000 1.6% 0 9.187%
2021-11-12 Crestline Management LP 20,250 $200,000 0.0% 0 0.282%
2021-11-12 Magnetar Financial LLC 10,183 $100,000 0.0% 0 0.142%
2021-11-09 ATW Spac Management LLC 1,680,000 $16,600,000 3.1% 0 23.382%
2021-11-09 Robinson Capital Management LLC 3,200 $32,000 0.0% 0 0.045%
2021-11-05 PNC Financial Services Group Inc. 91,000 $900,000 0.0% 0 1.267%
2021-10-28 Mizuho Securities USA LLC 811,570 $7,950,000 0.8% 0 11.295%
2021-10-22 Tuttle Capital Management LLC 79,260 $530,000 0.3% 0 1.103%

SEC Filings

Form Type Form Description Filing Date Document Link
8-K/A FORM 8-K/A 2021-11-24 https://www.sec.gov/Archives/edgar/data/1846288/000110465921143642/tm2133749d1_8ka.htm
8-K FORM 8-K 2021-11-17 https://www.sec.gov/Archives/edgar/data/1846288/000110465921140633/tm2133302-1_8k.htm
10-Q FORM 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1846288/000141057821000312/gacqu-20210930x10q.htm
NT 10-Q NT 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1846288/000110465921139432/tm2133029d1_nt10q.htm
10-Q FORM 10-Q 2021-08-23 https://www.sec.gov/Archives/edgar/data/1846288/000110465921108629/gacqu-20210630x10q.htm
NT 10-Q NT 10-Q 2021-08-17 https://www.sec.gov/Archives/edgar/data/1846288/000110465921106712/tm2119379d2_nt10q.htm
8-K FORM 8-K 2021-07-28 https://www.sec.gov/Archives/edgar/data/1846288/000110465921097031/tm2123547d1_8k.htm
SC 13G/A 2021-07-20 https://www.sec.gov/Archives/edgar/data/1846288/000146179021000031/GACQU_20210719_13Gamend3.htm
SC 13G/A 2021-07-12 https://www.sec.gov/Archives/edgar/data/1846288/000146179021000027/GACQU_20210709_13Gamend2.htm
SC 13G/A 2021-07-06 https://www.sec.gov/Archives/edgar/data/1846288/000160825821000016/sc13Ggacqua.txt
SC 13G 2021-06-30 https://www.sec.gov/Archives/edgar/data/1846288/000149315221015652/formsc13g.htm
8-K FORM 8-K 2021-06-28 https://www.sec.gov/Archives/edgar/data/1846288/000110465921086149/tm2120021d2_8k.htm
8-K FORM 8-K 2021-06-22 https://www.sec.gov/Archives/edgar/data/1846288/000110465921083902/tm2120021d1_8k.htm
SC 13G/A 2021-06-22 https://www.sec.gov/Archives/edgar/data/1846288/000146179021000023/GACQU_20210621_13Gamend.htm
4 OWNERSHIP DOCUMENT 2021-06-21 https://www.sec.gov/Archives/edgar/data/1846288/000110465921083711/xslF345X03/tm2120201-4_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-06-21 https://www.sec.gov/Archives/edgar/data/1846288/000110465921083708/xslF345X03/tm2120201-2_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-06-21 https://www.sec.gov/Archives/edgar/data/1846288/000110465921083706/xslF345X03/tm2120201-1_4seq1.xml
SC 13G GLOBAL CONSUMER ACQUISITION CORP. 2021-06-21 https://www.sec.gov/Archives/edgar/data/1846288/000090266421003203/p21-1604sc13g.htm
SC 13G SC 13G 2021-06-21 https://www.sec.gov/Archives/edgar/data/1846288/000110465921083484/tm2120167d1_sc13gseq1.htm
SC 13G SC 13G 2021-06-17 https://www.sec.gov/Archives/edgar/data/1846288/000110465921082560/tm2120050d1_sc13g.htm
SC 13G 2021-06-16 https://www.sec.gov/Archives/edgar/data/1846288/000146179021000018/13G_GACQU_20210615.htm
SC 13G 2021-06-16 https://www.sec.gov/Archives/edgar/data/1846288/000146179021000019/13G_GACQU_20210615.htm
4 FORM 4 2021-06-15 https://www.sec.gov/Archives/edgar/data/1846288/000110465921081689/xslF345X03/tm2119860-3_form4.xml
4 FORM 4 2021-06-15 https://www.sec.gov/Archives/edgar/data/1846288/000110465921081688/xslF345X03/tm2119860-1_form4.xml
4 FORM 4 2021-06-15 https://www.sec.gov/Archives/edgar/data/1846288/000110465921081685/xslF345X03/tm2119860-2_form4.xml
8-K FORM 8-K 2021-06-14 https://www.sec.gov/Archives/edgar/data/1846288/000110465921080774/tm2119590d1_8k.htm
SC 13G 2021-06-14 https://www.sec.gov/Archives/edgar/data/1846288/000160825821000014/sc13Ggacqu.txt
4 FORM 4 2021-06-10 https://www.sec.gov/Archives/edgar/data/1846288/000110465921079705/xslF345X03/tm2119457d3_4.xml
4 FORM 4 2021-06-10 https://www.sec.gov/Archives/edgar/data/1846288/000110465921079703/xslF345X03/tm2119457d2_4.xml
4 FORM 4 2021-06-10 https://www.sec.gov/Archives/edgar/data/1846288/000110465921079701/xslF345X03/tm2119457d1_4.xml
424B4 424B4 2021-06-10 https://www.sec.gov/Archives/edgar/data/1846288/000110465921079518/tm2117724-3_424b4.htm
3 OWNERSHIP DOCUMENT 2021-06-10 https://www.sec.gov/Archives/edgar/data/1846288/000110465921079368/xslF345X02/tm2119108-1_3seq1.xml
EFFECT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/999999999521002252/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078439/xslF345X02/tm2119108-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078438/xslF345X02/tm2119108-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078437/xslF345X02/tm2119108-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078435/xslF345X02/tm2119108-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078434/xslF345X02/tm2119108-2_3seq1.xml
CERT 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000135445721000623/8A_Cert_GACQ.pdf
8-A12B 8-A12B 2021-06-08 https://www.sec.gov/Archives/edgar/data/1846288/000110465921078147/tm2119106d1_8a12b.htm
CORRESP 2021-06-04 https://www.sec.gov/Archives/edgar/data/1846288/000110465921077027/filename1.htm
CORRESP 2021-06-04 https://www.sec.gov/Archives/edgar/data/1846288/000110465921077025/filename1.htm
CORRESP 2021-05-28 https://www.sec.gov/Archives/edgar/data/1846288/000110465921074272/filename1.htm
S-1/A S-1/A 2021-05-28 https://www.sec.gov/Archives/edgar/data/1846288/000110465921074269/tm2117724d1_s1a.htm
UPLOAD 2021-05-25 https://www.sec.gov/Archives/edgar/data/1846288/000000000021006558/filename1.pdf
S-1/A S-1/A 2021-05-20 https://www.sec.gov/Archives/edgar/data/1846288/000110465921070023/tm2117056d1_s1a.htm
CORRESP 2021-05-17 https://www.sec.gov/Archives/edgar/data/1846288/000110465921068297/filename1.htm
S-1/A S-1/A 2021-05-17 https://www.sec.gov/Archives/edgar/data/1846288/000110465921068288/tm2116430d1_s1a.htm
UPLOAD 2021-05-11 https://www.sec.gov/Archives/edgar/data/1846288/000000000021005976/filename1.pdf
CORRESP 2021-04-27 https://www.sec.gov/Archives/edgar/data/1846288/000110465921055659/filename1.htm
S-1/A FORM S-1/A 2021-04-27 https://www.sec.gov/Archives/edgar/data/1846288/000110465921055657/tm217193d2_s1a.htm
UPLOAD 2021-03-22 https://www.sec.gov/Archives/edgar/data/1846288/000000000021003400/filename1.pdf
S-1 FORM S-1 2021-02-24 https://www.sec.gov/Archives/edgar/data/1846288/000110465921027396/tm217193-1_s1.htm