Advanced Emissions Solutions, Inc. Files S-1 Registration Statement

TL;DR

<b>Advanced Emissions Solutions, Inc. has filed an S-1 registration statement for a resale shelf offering.</b>

AI Summary

Advanced Emissions Solutions, Inc. (ARQ) filed a IPO Registration (S-1) with the SEC on January 4, 2024. Advanced Emissions Solutions, Inc. filed an S-1 registration statement with the SEC on January 4, 2024. The filing is for a resale shelf registration statement. The company is incorporated in Delaware and its primary SIC code is 2890 (Miscellaneous Chemical Products). The principal executive offices are located at 8051 E. Maplewood Ave., Suite 210, Greenwood Village, CO 80111. Robert Rasmus is listed as the Chief Executive Officer and agent for service.

Why It Matters

For investors and stakeholders tracking Advanced Emissions Solutions, Inc., this filing contains several important signals. This S-1 filing indicates the company is preparing to offer securities for resale, which could impact its capital structure and shareholder base. The registration of these securities allows for potential future sales, providing liquidity for existing holders and potentially raising capital for the company.

Risk Assessment

Risk Level: low — Advanced Emissions Solutions, Inc. shows low risk based on this filing. The filing is a standard S-1 registration for resale, with no immediate indication of significant financial distress or unusual risk factors beyond typical market conditions.

Analyst Insight

Monitor future filings for details on the specific securities being offered, the number of shares, and the intended use of proceeds, if any.

Key Numbers

• 2890 — SIC Code (Miscellaneous Chemical Products)
• 275472457 — IRS Number (Employer Identification Number)
• 2024-01-04 — Filing Date (Date the S-1 was filed)

Key Players & Entities

• Advanced Emissions Solutions, Inc. (company) — Registrant name
• Robert Rasmus (person) — Chief Executive Officer
• 2890 (other) — Primary Standard Industrial Classification Code Number
• 0001515156-24-000002 (other) — Accession Number
• 333-276375 (other) — SEC File Number
• 20240104 (date) — Filing Date
• Greenwood Village, CO (location) — Principal executive offices location
• Gibson, Dunn & Crutcher LLP (company) — Copies to legal counsel

Forward-Looking Statements

• Advanced Emissions Solutions, Inc. will utilize this shelf registration to issue new equity within the next 12-18 months. (Advanced Emissions Solutions, Inc.) — medium confidence, target: 2025-07-04

FAQ

Industry Context

The company operates in the miscellaneous chemical products sector, focusing on emissions solutions.

Regulatory Implications

The S-1 filing is a standard regulatory document required for the registration of securities under the Securities Act of 1933.

What Investors Should Do

1. Review the full S-1 filing for details on the specific securities being registered and the terms of the resale.
2. Track subsequent SEC filings (e.g., 424B filings) for information on when and how the securities will be offered.
3. Analyze the company's financial health and business prospects to assess the potential impact of the offering.

Key Dates

• 2024-01-04: S-1 Filing — Registration statement filed for resale shelf offering.

Year-Over-Year Comparison

This is the initial S-1 filing for this specific resale shelf registration, so there is no prior filing of this type to compare against.

Key Financial Figures

• $2.98 — share of our common stock on Nasdaq was $2.98. Investing in our common stock involv
• $250 million — ock held by non-affiliates is more than $250 million measured on the last business day of ou
• $100 million — ter, or our annual revenue is more than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is more than $700 million measured on the last business day of ou
• $31.2 million — n (the Purchase Consideration) totaling $31.2 million and consisting of (i) 3,814,864 shares
• $0.001 — 4,864 shares of common stock, par value $0.001 per share, of ADES (the Common Stock) a
• $4.00 — emed to have an original issue price of $4.00 per share (the Original Issue Amount).

Filing Documents

• adesforms-1resaleshelf2023.htm (S-1) — 645KB
• exhibit107filingfee.htm (EX-FILING FEES) — 14KB
• exhibit51-gibsondunnsx1res.htm (EX-5.1) — 14KB
• exhibit231-mossadamsconsen.htm (EX-23.1) — 2KB
• exhibit232-eyconsent_2023s1.htm (EX-23.2) — 2KB
• exhibit991-22arqfsxsx1repo.htm (EX-99.1) — 873KB
• advancedlogoa13a.jpg (GRAPHIC) — 41KB
• 0001515156-24-000002.txt (&nbsp;) — 1607KB

RISK FACTORS

RISK FACTORS 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3

USE OF PROCEEDS

USE OF PROCEEDS 5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 6 SELLING STOCKHOLDERS 17

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 19 PLAN OF DISTRIBUTION 23 LEGAL MATTERS 26 EXPERTS 27 ____________________________ i ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the U.S. Securities and Exchange Commission (the SEC), using a shelf registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell certain shares of our common stock in one or more offerings. When a selling stockholder sells shares of common stock under this shelf registration process, we may provide a prospectus supplement that will contain more specific information about the terms of such offering. The prospectus supplement may also add to, update or change any of the information contained in this prospectus. You should carefully read this prospectus, any accompanying prospectus supplement, any free writing prospectuses we have prepared or authorized as well as the information incorporated in this prospectus or any accompanying prospectus supplement by reference. See Incorporation by Reference. Any information in any accompanying prospectus supplement, any free writing prospectus or any subsequent material incorporated herein or therein by reference will supersede the information in this prospectus or any earlier prospectus supplement. This prospectus contains summaries of certain provisions in some of the documents described herein, but reference is hereby made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the complete text of the actual documents. Copies of some of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below in the section entitled Where You Can Find More Information. Neither we nor any of the selling stockholders

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. You should consider the risks, uncertainties and other factors described in Risk Factors and elsewhere in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q, that we have filed or will file with the SEC, and in other documents which are incorporated by reference in this prospectus, as well as the risk factors and other information contained in or incorporated by reference in any accompanying prospectus supplement, together with all of the other information included in this prospectus. If any of these or any unanticipated risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and the trading price of our common stock could decline, causing you to lose some or all of your investment in our common stock. 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally relate to future events or our future financial or operating performance. Words or phrases such as anticipates, believes, expects, estimates, predicts, the negative expressions of such words, or similar expressions are used in this prospectus to identify forward-looking statements, and such forward-looking statements include, but are not limited to, statements or expectations regarding the anticipated effects from an increase in pricing of our activated carbon (AC) products the anticipated effects from an increase in costs of our AC products and related cost increases in supply and logistics expected supply and demand for our AC products and services increasing competition in the AC market the effects of the transaction (the Arq Acquisition) with Arq Limited (Arq Ltd), pursuant to which we acquired all of the direct and

USE OF PROCEEDS

USE OF PROCEEDS All shares of our common stock sold pursuant to this prospectus will be offered and sold by the selling stockholders.The selling stockholders will receive all proceeds from the sale of the shares of common stock offered by this prospectus and any accompanying prospectus supplement. We will not receive any of the proceeds from the sale of our common stock by the selling stockholders. 5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Acquisition On February 1, 2023 (the Acquisition Date), Advanced Emissions Solutions, Inc. (ADES or the Company) entered into a Securities Purchase Agreement (the Purchase Agreement) with Arq Limited, a company incorporated under the laws of Jersey (Arq Ltd.), pursuant to which ADES acquired all of the direct and indirect equity interests of Arq Ltd's subsidiaries (the Acquisition, and hereafter the Arq Ltd. subsidiaries referred to as Arq) in exchange for consideration (the Purchase Consideration) totaling $31.2 million and consisting of (i) 3,814,864 shares of common stock, par value $0.001 per share, of ADES (the Common Stock) and (ii) 5,294,462 shares of Series A Convertible Preferred Stock, par value $0.001 per share, of ADES (the Preferred Shares). In connection with the issuance of the Preferred Shares pursuant to the Purchase Agreement, ADES filed the Certificate of Designations of Preferred Stock for the Series A Preferred Stock (the Certificate of Designations) with the Secretary of State of the State of Delaware. Series A Preferred Stock Each outstanding share of Series A Preferred Stock was automatically converted into the number of shares of Common Stock described below upon approval by the stockholders of the Company. On June 13, 2023, ADES' stockholders approved the issuance of shares of Common Stock in exchange for the conversion of all of the outstanding shares of Series A Preferred Stock. Each Preferred Share was deemed to have an original issue price of $4.00 per share (the Original

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View this S-1 filing on SEC EDGAR