As filed with the Securities and Exchange Commission on June 9, 2021

Registration

No. 333-256659

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM

S-1

REGISTRATION STATEMENT

UNDER

THE
SECURITIES ACT OF 1933

Garrett Motion Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		6331		82-4873189
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

La Pièce 16, Rolle, Switzerland

1180

+41 21 695
30 00

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jerome P. Maironi

Senior Vice President, General Counsel and Corporate Secretary

Garrett Motion Inc.

La
Pièce 16, Rolle, Switzerland

1180

+41 21 695 30 00

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Evan
S. Simpson

Sullivan & Cromwell LLP

1 New Fetter Lane

London, England EC4A 1AN

+44 207

959-8900

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.  ☐

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.

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

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share(2)(3)(4)		Proposed Maximum Aggregate Offering Price(2)(3)(4)		Amount of Registration Fee(5)
Common stock, par value $0.001 per share		932,688		$8.08(6)		$7,536,119.04		$822.19
Series A Cumulative Convertible Preferred Stock, par value $0.001 per share		1,049,715		$8.08(6)		$8,481,697.20		$925.35
Common stock, par value $0.001 per share, issuable upon conversion of Series A Cumulative Convertible Preferred Stock		1,049,715		(7)		(7)		(7)
Total						$16,017,816.24		$1,747.54(8)

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereby include such indeterminate number of additional securities as may be issued in connection with anti-dilution provisions or stock splits, stock dividends, recapitalizations or similar events.

(2)	Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee.

(3)	The proposed maximum aggregate offering price per share of common stock was calculated based upon the average of the high and low prices per share of Garrett Motion Inc.’s common stock on June 7, 2021, as reported by Nasdaq Global Select Market on June 7, 2021.

(4)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and Rule 457(o) under the Securities Act. There currently is no public market for the shares of Series A Cumulative Convertible Preferred Stock being registered hereunder. The proposed maximum aggregate offering price of the Series A Cumulative Convertible Preferred Stock being registered hereunder represents the number of shares of our common stock issuable upon conversion of such shares of Series A Cumulative Convertible Preferred Stock as of June 7, 2021 multiplied by the average of the high and low prices of Garrett Motion Inc.’s common stock on June 7, 2021, as reported by Nasdaq Global Select Market on June 7, 2021.

(5)	The registration fee has been calculated pursuant to Rule 457 under the Securities Act.

(6)

With respect to the offering of shares of common stock or Series A Cumulative Convertible Preferred Stock, as applicable, by the selling security holders, the proposed maximum offering price per share of common stock or Series A Cumulative Convertible Preferred Stock, as applicable, will be determined from time to time in connection with, and at the time of the sale by, the holder of such common stock or Series A Cumulative Convertible Preferred Stock, as applicable.

(7)	Represents the number of shares of common stock that may be issued upon conversion of the Series A Cumulative Convertible Preferred Stock registered hereunder, which shares are not subject to an additional fee pursuant to Rule 457(i) of the Securities Act.

(8)

A registration fee of $208,316.37 was previously paid in connection with the initial filing with the Securities and Exchange Commission of this Registration Statement on Form S-1 on May 28, 2021 with respect to the registration of (i) 51,539,021 shares of common stock, (ii) 242,215,992 shares of Series A Cumulative Convertible Preferred Stock and (iii) 242,215,992 shares of common stock issuable upon conversion of Series A Cumulative Convertible Preferred Stock.

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, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

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 Company’s Current Report on Form 8-K
that was filed with the SEC on June 4, 2021, (ii) increase the number of shares of the Company’s 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 Company’s 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 Company’s 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.

-1-

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

PROSPECTUS

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
Preferred Stock.

Investing in our Securities involves a high degree of risk. See “

Risk Factors

” beginning on
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