As filed with the Securities and Exchange Commission on June 9, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
SECURITIES ACT OF 1933
Garrett Motion Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
La Pièce 16, Rolle, Switzerland
+41 21 695
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Jerome P. Maironi
Senior Vice President, General Counsel and Corporate Secretary
Garrett Motion Inc.
Pièce 16, Rolle, Switzerland
+41 21 695 30 00
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Sullivan & Cromwell LLP
1 New Fetter Lane
London, England EC4A 1AN
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes 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 of 1933, 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, 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. ☐
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
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
of the Exchange Act.
Large 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
Title of Each Class of
Securities to be Registered
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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No.1 to the Registration Statement on Form S-1 (File No. 333-256659) (the Registration Statement)
previously filed by Garrett Motion Inc. (the Company) with the Securities and Exchange Commission (the SEC) on May 28, 2021, is being filed to (i) incorporate by reference the Companys Current Report on Form 8-K
that was filed with the SEC on June 4, 2021, (ii) increase the number of shares of the Companys common stock, par value $0.001 per share (the Common Stock) being registered from 51,539,021 to 52,471,709, (iii) increase the number
of shares of the Companys Series A Cumulative Convertible Preferred Stock (the Series A Preferred Stock) being registered from 242,215,992 to 243,265,707, (iv) increase the number of shares of Common Stock issuable upon conversion
of the Series A Preferred Stock being registered from 242,215,992 to 243,265,707 and (v) reflect the addition of certain holders of the Companys securities as selling security holders hereunder. The information included in this Pre-Effective
Amendment No. 1 updates and supplements the Registration Statement and the Prospectus contained therein.
The information in this preliminary prospectus is not complete and may be changed. We
and the selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not
soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 9, 2021
GARRETT MOTION INC.
52,471,709 SHARES OF COMMON STOCK
243,265,707 SHARES OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
243,265,707 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
This prospectus relates to the offer and sale by the selling security holders identified in this prospectus (the selling security
holders) of up to (i) 243,265,707 shares of our Series A Cumulative Convertible Preferred Stock (the Series A Preferred Stock), (ii) 52,471,709 shares of our common stock, par value $0.001 per share and (iii) 243,265,707
shares of our common stock issuable upon conversion of our Series A Cumulative Convertible Preferred Stock (the foregoing shares of common stock, the Common Stock and, together with the Series A Preferred Stock, the
Securities) initially issued to the selling security holders in connection with our emergence from bankruptcy on April 30, 2021. We are not selling any Securities and we will not receive any proceeds from the sale of the Securities
by the selling security holders. We have paid the fees and expenses incident to the registration of the Securities for sale by the selling security holders pursuant to the Registration Rights Agreement.
Our registration of the Securities covered by this prospectus does not mean that the selling security holders will offer or sell any of the
Securities. The selling security holders may sell the Securities covered by this prospectus in a number of different ways and at varying prices. For information on the possible methods of sale that may be used by the selling security holders, you
should refer to the section entitled Plan of Distribution beginning on page 63 of this prospectus.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, including the information incorporated by reference into this prospectus, and any amendments or supplements carefully before
you make your investment decision.
Our Common Stock is quoted on the Nasdaq Global Select Market (Nasdaq) under the
symbol GTX. On June 8, 2021, the last reported sale price of our Common Stock on Nasdaq was $7.75 per share.
The Series A Preferred Stock has been assigned the symbol GTXAP for quoting and trading in the over-the-counter market. We have
not listed the Series A Preferred Stock on Nasdaq or on any other national securities exchange or any other nationally recognized trading system. There can be no assurance that an active trading market will develop in shares of the Series A
Investing in our Securities involves a high degree of risk. See
page 7 to read about factors you should consider before buying our Securities.
Neither the Securities and Exchange Commission
(the SEC) nor any other regulatory
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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