Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Use of Proceeds
On May 30, 2023, we completed the IPO, resulting in Cummins’ exchange of 16,243,070 shares of our common stock, including 2,118,661 shares of common stock allocated to the underwriters’ 30-day option to purchase additional shares of common stock, which was exercised in full on May 26, 2023. The shares of common stock exchanged by Cummins in the IPO represented approximately 19.5% of the Company’s outstanding shares, while Cummins continues to own approximately 80.5% of the Company’s outstanding shares. The shares sold in the offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1, which was declared effective by the Commission as of May 25, 2023. The offering commenced on May 26, 2023 and did not terminate before all of the securities registered under the registration statement were sold. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as joint lead book-running managers and as representatives of the underwriters for the IPO.
The aggregate offering price of the common stock registered and sold under the registration statement was approximately $298.5 million (including the shares issued pursuant to the underwriters’ option to purchase additional shares). None of the proceeds of the IPO were for the benefit of Atmus.
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