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OFFON

GENIE ENERGY LTD.

(GNE)
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Genie Energy : Oriel Energy - Registration Statements (S-1) Filed with the SEC

09/23/2021 | 05:52pm EDT

S-1 1 ea147626-s1_orielenergy.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on September 20, 2021

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORIEL ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

4931

87-2578976

(State of other jurisdiction of

(Primary Standard Industrial

(IRS Employer

incorporation or organization)

Classification Code Number)

Identification Number)

520 Broad St.

Newark, NJ 07102

973-438-3500

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael Stein

Chief Executive Officer

Oriel Energy, Inc.

520 Broad St.

Newark, NJ 07102

973-438-3018

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Dov Schwell, Esq.

Andrew M. Tucker, Esq.

Schwell Wimpfheimer &

Erin Reeves McGinnis, Esq.

Associates LLP

Nelson Mullins Riley & Scarborough LLP

37 West 39th Street Suite 505

101 Constitution Ave NW, Suite 900

New York, New York 10018

Washington, DC 20001

Tel No.: (646) 328-0795

Tel. No.: (202) 689-2800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement is declared effective.

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, 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 (Check one):

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.

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Aggregate

Amount of

Offering

Registration

Title of Each Class of Securities to Be Registered

Price (1)

Fee

Class B common stock, par value $0.01 per share

$ 10,062,500

$

1,097.82

Total

$ 10,062,500

$

1,097.82

  1. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes shares to be sold upon exercise of the underwriters' option to purchase additional shares.

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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED September 20, 2021

ORIEL ENERGY, INC.

________________ Shares of Class B common stock

We are offering

shares of Class B common stock, par value $0.01 ("Class B common stock", and each a "Share" and

collectively, the "Shares") of Oriel Energy, Inc. (the "Company," "Oriel" "we," "our" or "us"). We anticipate that the initial public

offering price will be between $ and $ per share of Class B common stock. Prior to this offering, there has been no public market for our Class B common stock. We intend to apply to have our Class B common stock listed on the NYSE American and have reserved the symbol "ORIE."

Holders of shares of Class B common stock are entitled to one-tenth of one vote for each share on all matters to be voted on by the stockholders. Holders of Class B common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. There are no conversion or redemption rights or sinking fund provisions with respect to the Class B common stock.

The Company also has authorized shares of Class A common stock. Holders of shares of Class A common stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders of Class A common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Each share of Class A common stock may be converted, at any time and at the option of the holder thereof, into one fully paid and non-assessable share of Class B common stock. The Class B common stock is not convertible into Class A common stock.

Oriel is currently an indirect subsidiary of Genie Energy Ltd. Prior to the offering, Oriel will become a direct subsidiary of Genie Energy Ltd. and immediately prior to the closing of this offering, Genie will spin-off Oriel to Genie's stockholders and distribute its entire interest in Oriel to Genie's stockholders.

The spin-off of Oriel will occur by way of a pro rata distribution of Oriel Class A common stock and Class B common stock to Genie's stockholders. On the distribution date, each Genie stockholder will receive one share of Oriel Class A common stock for every three shares of Genie Class A common stock and one share of Oriel Class B common stock for every three shares of Genie Class

B common stock, in each case, held at 5:00 p.m., New York City time, on , which is the record date for the spin-off. The distribution of shares of our Class B common stock will be issued in book-entry form and physical certificates of Oriel will be issued only to holders of Genie Class A common stock and, upon request, to holders of Genie Class B common stock.

Following the offering and proposed spin-off, eight trusts for the benefit of children of Howard S. Jonas, Vice Chairman of our Board of Directors, collectively will have voting power over shares of our common stock (which includes shares of our Class A common stock (which is all the issued and outstanding shares of the Class A common stock), which are convertible into shares of our Class B common stock on a 1-for-1 basis, and shares of our Class B common stock), representing approximately % of the combined voting power of our outstanding capital stock. Following this offering, the beneficial ownership of the holders of Class A

common stock will remain the same, while their combined voting power will be approximately

%.

Our Class A common stock is not quoted on any market or listed on any exchange nor do we intend to quote or list shares of our Class A common stock.

Investing in our Class B common stock is highly speculative and involves a high degree of risk. See the section entitled "Risk Factors" beginning on page 3 of this Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Per Share

Total

Offering Price

$

$

Underwriter's discounts and commissions(1)

$

$

Proceeds to our Company before expenses

$

$

  1. See "Underwriting" beginning on page 65 for additional information regarding underwriting compensation.

You should rely only on the information contained in this Prospectus or any prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We have granted a 45-day option to the representative of the underwriters, exercisable one or more times in whole or in part, to purchase up to additional shares of Class B common stock to cover over-allotments, at the public offering price per share of Class B common stock, less, in each case, the underwriting discounts payable by us. The securities issuable upon exercise of this overallotment option are identical to those offered by this prospectus and have been registered under the registration statement of which this prospectus forms a part.

The underwriters expect to deliver the securities against payment in New York, New York on or about

, 2021.

Sole Book-Running Manager

EF HUTTON

division of Benchmark Investments, LLC

The date of this Prospectus is September 20, 2021

Disclaimer

Genie Energy Ltd. published this content on 23 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 21:51:03 UTC.


© Publicnow 2021
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Sales 2020 379 M - -
Net income 2020 13,2 M - -
Net cash 2020 36,2 M - -
P/E ratio 2020 16,4x
Yield 2020 3,54%
Capitalization 152 M 152 M -
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Michael Menachem Stein Chief Executive Officer
Avi Goldin CFO, Treasurer & Principal Accounting Officer
Howard S. Jonas Chairman
William Wesley Perry Lead Independent Director
Allan Sass Independent Outside Director
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