Form: S-1MEF

Registration adding securities to prior Form S-1 registration [Rule 462(b)]

April 22, 2026

As filed with the U.S. Securities and Exchange Commission on April 22, 2026.

Registration No. 333-             

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

The Elmet Group Co.
(Exact Name of Registrant as Specified in its Charter)
 

 

 

Delaware   3490   33-1881598
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

2 Portland Fish Pier
Suite 214
Portland, ME 04101
(207) 518-6791
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

 

Peter V. Anania
Chief Executive Officer
The Elmet Group
2 Portland Fish Pier
Suite 214
Portland, ME 04101
(207) 518-6791
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 

 

 

with copies to:

 

Adam Berkaw, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
  David J. Kaufman, Esq.
Eileen Duffy Robinett, Esq.
Thompson Coburn LLP
55 East Monroe Street

Chicago, IL 60603
Phone: (312) 346-7500

 

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date hereof.

 

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-294725)

 

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 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 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, 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 to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by The Elmet Group Co. (the “Registrant”) by 1,642,857 shares, 214,286 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table (Exhibit 107) filed as an exhibit to the Registration Statement on Form S-1, as amended (File No. 333-294725) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference into this Registration Statement.

 

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

 

 

 

CERTIFICATION

 

The registrant hereby (i) undertakes to pay the SEC the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on April 23, 2026) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.

 

 

 

 

EXHIBIT INDEX

 

Exhibit
Number
  Description of Document
5.1   Opinion of Ellenoff Grossman & Schole LLP
23.1   Consent of RSM US LLP, Independent Registered Public Accounting Firm
23.2   Consent of Ellenoff Grossman & Schole LLP (contained in Exhibit 5.1)
107   Filing Fee Table

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Maine, on April 22, 2026.

 

  The Elmet Group Co.
   
  By: /s/ Peter V. Anania
  Name: Peter V. Anania
  Title: Chief Executive Officer and Chairman

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Person   Capacity   Date
         
/s/ Peter V. Anania   Chief Executive Officer and Chairman   April 22, 2026
Peter V. Anania   (Principal Executive Officer)    
         
/s/ Michael Lee   Chief Financial Officer (Principal Financial Officer and   April 22, 2026
Michael Lee   Principal Accounting Officer)    
         
/s/ Scott Knoll   Director   April 22, 2026
Scott Knoll        
         
/s/ Kimberly Anania   Director   April 22, 2026
Kimberly Anania        
         
/s/ John Chandler   Director   April 22, 2026
John Chandler        
         
/s/ Brian Deveaux   Director   April 22, 2026
Brian Deveaux        
         
/s/ W. Jacob Homiller   Director   April 22, 2026
W. Jacob Homiller        
         
/s/ Kathie Leonard   Director   April 22, 2026
Kathie Leonard        
         
/s/ Mark Miklos   Director   April 22, 2026
Mark Miklos        
         
/s/ Peter Woodward   Director   April 22, 2026
Peter Woodward        

 

 

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