As filed with the Securities and Exchange Commission on December 12, 2023
Registration No. 333–273945
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Howard Hughes Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41779 | 93-1869991 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 929-7700
Howard Hughes Holdings Inc. 2020 Equity Incentive Plan
(Full title of the plan)
David O’Reilly
Chief Executive Officer
Howard Hughes Holdings Inc.
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
(Name and address of agent for service)
(281) 929-7700
(Telephone number, including area code, of agent for service
Copies to:
Richard M. Brand
Gregory P. Patti
Cadwalader, Wickersham & Taft
200 Liberty Street
New York, New York 10281
(212) 504-6000
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 | x | 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. ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on August 11, 2023 by Howard Hughes Holdings Inc. (the “Company”):
| · | Registration Statement filed on Form S-8, File No. 333-273945, registering 1,350,000 shares of common stock, par value $0.01, for issuance under The Howard Hughes Corporation 2020 Equity Incentive Plan. |
This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of filing an additional Consent of the Independent Registered Public Accounting Firm. All other portions of the Registration Statement, as previously filed, remain unchanged.
ITEM 8. EXHIBITS
| * | Indicates exhibits previously filed. |
| ** | Indicates exhibits filed herewith. |
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Woodlands Township, State of Texas, December 12, 2023.
| HOWARD HUGHES HOLDINGS INC. | ||
| By: | /s/ DAVID O’REILLY | |
| Name: | David O’Reilly | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the following capacities and on the date hereof.
| Signature | Title | |
| /s/ DAVID O’REILLY |
Chief Executive Officer and Director (Principal Executive Officer) | |
| David O’Reilly | ||
| /s/ CARLOS OLEA |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Carlos Olea | ||
| * | Director (Chairman of the Board) | |
| William Ackman | ||
| * | Director | |
| David Eun | ||
| * | Director | |
| Adam Flatto | ||
| * | Director | |
| Beth Kaplan | ||
| * | Director | |
| Allen Model | ||
| * | Director | |
| R. Scot Sellers | ||
| * | Director | |
| Steven Shepsman | ||
| * | Director | |
| Mary Ann Tighe | ||
| * | Director | |
| Anthony Williams |
| *By: | /s/ DAVID O’REILLY | |
| David O’Reilly | ||
| Attorney-in-fact |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Post-Effective Amendment No. 1 to Form S-8 No. 333-273945) pertaining to the Howard Hughes Holdings Inc. 2020 Equity Incentive Plan of our report dated February 27, 2023, with respect to the consolidated financial statements and schedule of The Howard Hughes Corporation as of December 31, 2021 and for each of the two years ended December 31, 2021 included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
December 12, 2023