UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☑ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the Fiscal Year Ended December 31, 2021 | Commission File Number 001-35078 |
POINTS.COM INC.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's Name into English)
Canada
(Province or other jurisdiction of incorporation or organization)
7389
(Primary Standard Industrial Classification Code Number)
Not Applicable
(I.R.S. Employer Identification Number)
111 Richmond Street West, Suite 700
Toronto, Ontario, Canada M5H 2G4
Tel. (416) 595-0000
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
28 Liberty Street
New York, NY 10015
Tel. (212) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Shares, no par value | PCOM | NASDAQ Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities registered or to be registered pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
☑ Annual information form ☑ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 14,942,792 Common Shares as of December 31, 2021.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
- 2 -
EXPLANATORY NOTE
Points.com Inc. (the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “Commission”) on March 10, 2022 (the “Original Annual Report”), solely for the purpose of correcting an inadvertent typographical error in the Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2021 filed as Exhibit 99.2 to the Original Annual Report (the “Original Financial Statements”).
The error in the Original Financial Statements being corrected by this Amendment No. 1 is changing the number of Restricted Share Units (“RSUs”) of the Registrant outstanding as at December 31, 2021, which was referenced in the Original Financial Statements, from 526,191 RSUs to 486,947 RSUs. For this purpose, corrected Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2021 are being filed as Exhibit 99.2 to this Amendment No. 1.
Other than the correction of the error in the Original Financial Statements described above, no other changes have been made to the Original Annual Report and this Amendment No. 1 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Original Annual Report, or otherwise update the Original Annual Report for any events that have occurred after the Original Annual Report was filed with the Commission. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.
UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
KPMG LLP, Toronto, ON, Canada, Auditor Firm ID: 85, served as the Registrant's independent public accountant for the fiscal years ended December 31, 2020 and 2021. The aggregate audit fees, audit-related fees, tax fees and all other fees (as such terms are defined in paragraph 10 of General Instruction B to Form 40-F) billed by the Registrant's external auditor in each of the last two fiscal years is disclosed in the Registrant's 2021 Annual Information Form under the heading "Audit Committee - External Auditor Service Fees (By Category)" and is filed herewith as Exhibit 99.1 and incorporated herein by reference.
- 3 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
| POINTS.COM INC. | ||
| By: | /s/ Robert MacLean | |
| Name: Robert MacLean | ||
| Title: Chief Executive Officer | ||
| Date: March 15, 2022 | ||
- 4 -
EXHIBITS
The following exhibits are filed as part of this Annual Report on Form 40-F:
* Previously filed.
** Filed herewith.
- 5 -
