UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2018
Commission File Number:001-38333
ESTRE AMBIENTAL, INC.
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
4509, Avenida Brigadeiro Faria Lima, 8th Floor
04538-133 São Paulo, SP, Brazil
(Address of principal executive offices)
Felipe Rodriguez, Interim Chief Financial Officer
4509, Avenida Brigadeiro Faria Lima, 8th Floor
04538-133 São Paulo, SP, Brazil
Telephone No.: +55 11 2124-3265
e-mail: ir@estre.com.br
(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:
Title of each class | Trading Symbol | Name of each exchange on which | ||
| Ordinary shares, par value $0.0001 per share | ESTR | NASDAQ Capital Market | ||
| Warrants | ESTRW | NASDAQ Capital Market |
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
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.
As of December 31, 2018, the Registrant had:
45,636,732 ordinary shares issued and outstanding, par value $0.0001 per share.
5,550,000 Class B Shares issued and outstanding, par value $0.0001 per share.
27,916,921 outstanding warrants exercisable on aone-for-one basis for ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes☐ No☒
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☐ No☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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.
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 RegulationS-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 a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer☐ | Accelerated filer☐ | Non-accelerated filer☒ | 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. 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. N/A
Item 17☐ Item 18☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
Yes☐ No☒
Explanatory Note
This Amendment No. 1 on Form20-F/A to the Annual Report on Form20-F for the fiscal year ended December 31, 2018 originally filed with the Securities and Exchange Commission on May 15, 2019 (“2018 Form20-F”), is being filed solely for the purposes of furnishing the Interactive Data File as Exhibit 101 and restating the Exhibit Index accordingly.
Other than as expressly set forth above, this Form20-F/A does not, and does not purport to, amend, update or restate the information in the 2018 Form20-F, or reflect any events that have occurred since the 2018 Form20-F was originally filed.
| EXHIBIT INDEX |
| * | Filed herewith. |
| ** | Previously filed. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on Form20-F/A for the fiscal year ended December 31, 2018 on its behalf.
| Estre Ambiental Inc. | ||
| By: | /s/ Sergio Pedreiro | |
| Name: | Sergio Pedreiro | |
| Tittle: | Chief Executive Officer | |
| By: | /s/ Felipe Rodriguez | |
| Name: | Felipe Rodriguez | |
| Tittle: | Interim Chief Financial Officer | |
Date: June 7, 2019