UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2012 | |
| OR | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OR | |
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report: December 31, 2012
For the transition period from ________ to ________
Commission file number 005-87040
Aquasition Corp.
(Exact name of the Registrant as specified in its charter)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
c/o Seacrest Shipping Co. Ltd.
8 – 10 Paul Street
London EC2A 4JH, England
Telephone: +44-207-426-1155
(Address of principal executive offices)
Matthew C. Los
c/o Seacrest Shipping Co. Ltd.
8 – 10 Paul Street
London EC2A 4JH, England
Telephone: +44-207-426-1155
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Units
(Title of Class)
Common Stock, $0.0001 par value
(Title of Class)
Common Stock Purchase Warrants
(Title of Class)
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
On December 31, 2012, the issuer had 7,305,500 shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨ Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yesx No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes¨ No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| ¨ Large Accelerated filer | ¨ Accelerated filer | x Non-accelerated filer |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| x US GAAP | ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board | ¨ Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.¨ Item 17¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
EXPLANATORY NOTE: This Amendment No. 1 to the Annual Report on Form 20-F is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been made to the Form 20-F, as originally filed on May 31, 2013.
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PART III
ITEM 19. EXHIBITS
Exhibit No. | Description | |
| 1.1 * | Form of Underwriting Agreement | |
| 3.1* | Articles of Incorporation | |
| 3.2* | By-laws | |
| 3.3 * | Amended and Restated Articles of Incorporation | |
| 4.1* | Specimen Unit Certificate | |
| 4.2* | Specimen Share of Common Stock Certificate | |
| 4.3* | Specimen Public Redeemable Warrant Certificate | |
| 4.4* | Specimen Placement Unit Certificate | |
| 4.5* | Specimen Placement Warrant Certificate | |
| 4.6 * | Form of Warrant Agreement | |
| 4.7* | Form of Unit Purchase Option | |
| 10.1* | Form of Letter Agreement by and among the Registrant Lazard Capital Markets LLC and the founders | |
| 10.2 * | Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant | |
| 10.3* | Form of Securities Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Founders | |
| 10.4* | Form of Services Agreement between the Registrant and Seacrest Shipping Co. Ltd. | |
| 10.5* | Form of Registration Rights Agreement among the Registrant and the founders | |
| 10.6* | Form of Placement Unit Purchase Agreement between the Registrant and the founders | |
| 10.7* | Promissory Note, dated as of February 27, 2012, issued to Aqua Investments Corp. | |
| 12.1** | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | |
| 12.2** | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended | |
| 13.1** | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 14.1** | Code of Ethics | |
| 15.1** | Prospectus filed Pursuant to Rule 424(b)(3), dated October 25, 2012 | |
| 101 | Interactive Data Files |
| * | Incorporated by reference to the Registrant’s Registration Statement on Form F-1 (Commission File No. 333-180571). |
| ** | Filed as an exhibit to the Form 20-F for the year ended December 31, 2012, filed on May 31, 2013. |
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SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| AQUASITION CORP. | ||
| June 20, 2013 | By: | /s/ Matthew C. Los |
| Name: | Matthew C. Los | |
| Title: | Chief Executive Officer | |
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