UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM40-F/A
(Amendment No. 1)
(Check One)
| ☐ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
| ☒ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended: December 31, 2016 | Commission filenumber: 000-55716 |
Trilogy International Partners Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of incorporation or organization)
4812
(Primary standard industrial classification code number)
Not applicable
(I.R.S. employer identification number (if applicable))
155 – 108 Avenue NE, Suite 400, Bellevue, Washington 98004; Phone number:425-458-5900
(Address and telephone number of registrant’s principal executive offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104-7043
Phone number:206-903-8800
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value.*
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable.
| * | As a result of a recapitalization of the registrant in connection with its qualifying acquisitions as a SPAC the Class A Restricted Voting Shares were converted to Common Shares. |
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: 44,177,149Common Shares
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.
Yes ☒ 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 RegulationS-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 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. |
EXPLANATORY NOTE
Trilogy International Partners Inc. (the “Company”) is filing this Amendment No. 1 on Form40-F/A (“Amendment No. 1”) to the Company’s Annual Report on Form40-F, dated March 27, 2017 (the “Original Form40-F”), for the sole purpose of submitting Exhibit 101 to the Original Form40-F as required by General Instruction B(15)(a)(iii) of Form40-F and Rule 405 of RegulationS-T. Exhibit 101 was omitted from the Registrant’s Original Form40-F in accordance with the30-day grace period provided under Rule 405(a)(2)(ii) of RegulationS-T.
Except as set forth above, this Amendment No. 1 does not modify or update any of the disclosures in the Original Form40-F. This Amendment No. 1 speaks as of the time of filing the Original Form40-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Original Form40-F.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form40-F and has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| Registrant: TRILOGY INTERNATIONAL PARTNERS INC. | ||
| By: | /s/ Erik Mickels | |
| Title: | Senior Vice President and Chief Financial Officer | |
| Date: | April 24, 2017 | |
2
EXHIBIT INDEX
| 99.1* | Annual Information Form for the Year Ended December 31, 2016 | |
| 99.2* | Management’s Discussion and Analysis of Trilogy | |
| 99.3* | Consolidated Audited Financial Statements for the Years Ended December 31, 2016 and 2015 | |
| 99.4* | Consent of Grant Thornton LLP | |
| 99.5* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 99.6* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 99.7* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.8* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101** | Interactive Data File | |
| * | Previously filed with the Registrant’s Annual Report on Form40-F, as filed with the Securities and Exchange Commission on March 27, 2017 |
| ** | Filed herewith |
