UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Navios Maritime Containers L.P.*
(Exact Name of Registrant as Specified in its Charter)
| Republic of the Marshall Islands | N/A | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Common units representing limited partner interests | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to a registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐ | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐ | |
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act: | 333-225677 (If applicable) | |
None (Title of Class) | ||
| * | The registrant is currently a private company named Navios Maritime Containers Inc. incorporated under the Republic of the Marshall Islands and will be converted into a limited partnership named Navios Maritime Containers L.P. organized under the laws of the Republic of the Marshall Islands in connection with the transaction described in the Securities Act registration statement referenced below. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
We are filing this amendment to our Form8-A that was filed with the Securities and Exchange Commission on September 11, 2018 solely to delete the reference to the “Summary of the Offering” in Item 1. The information contained in this amendment to our Form8-A is otherwise identical to the information contained in the original Form8-A filing.
Item 1. Description of Registrant’s Securities to be Registered
A description of the common units representing limited partner interests in Navios Maritime Containers L.P. (the “Registrant”) to be registered hereby is set forth under the captions “Prospectus Summary,” “Our Distribution Policy,” “Description of the Common Units,” “The Partnership Agreement,” “Material U.S. Federal Income Tax Considerations” and “Marshall Islands Tax Considerations” in the prospectus to be filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Registrant’s Registration Statement on FormF-1, as amended (Registration No. 333-225677), initially filed with the Securities and Exchange Commission on June 15, 2018. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits
Pursuant to the Instructions as to Exhibits with respect to Form8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Navios Maritime Containers Inc. | ||||||
| Date: November 28, 2018 | By: | /s/ Angeliki Frangou | ||||
| ||||||
Angeliki Frangou Chairman of the Board of Directors and Chief Executive Officer | ||||||
