UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/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
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission filenumber: 001-38310
REGALWOOD GLOBAL ENERGY LTD.
(Exact name of registrants as specified in its charters)
| Cayman Islands | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1001 Pennsylvania Avenue NW Suite 220 South Washington, D.C. | 20004 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number:(202) 729-5626
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Trading Symbol: | Name of Each Exchange on Which Registered: | ||
| Class A ordinary shares, par value $0.0001 per share | RWGE | New York Stock Exchange | ||
| Warrants to purchase one Class A ordinary share | RWGE WS | New York Stock Exchange | ||
| Units, each consisting of one Class A ordinaryshare and one-third of one Warrant | RWGE.U | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 ofRegulation 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 if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of March 15, 2019, 30,000,000 of the Company’s Class A ordinary shares (which includes Class A ordinary shares that are underlying the Company’s units) and 7,500,000 of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”) were issued and outstanding.
As of June 29, 2018, the aggregate market value of the Class A ordinary shares heldby non-affiliates of the registrant was $292,800,000 (based on the closing sales price of the ordinary shares on June 29, 2018 of $9.76).
EXPLANATORY NOTE
Regalwood Global Energy Ltd. (the “Company”) is filing this Amendment No. 1 on Form10-K/A (the “Amendment”) to the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2018, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019 (the “Original Filing”), to file revised certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). Because no financial statements are contained within this Amendment, paragraph 3 of the Section 302 Certifications has been omitted. The modified Section 302 Certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to refer as of the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Item 15. Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report onForm 10-Kto be signed on its behalf by the undersigned, thereunto duly authorized.
| June 25, 2019 | REGALWOOD GLOBAL ENERGY LTD. | |||||
| By: | /s/ Brooke B. Coburn | |||||
| Name: | Brooke B. Coburn | |||||
| Title: | President | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report onForm 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Brooke B. Coburn Brooke B. Coburn | President (Principal Executive Officer) | June 25, 2019 | ||
/s/ Kevin R. Gasque Kevin R. Gasque | Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) | June 25, 2019 | ||
/s/ Marcel Q. H. van Poecke Marcel Q. H. van Poecke | Director | June 25, 2019 | ||
/s/ Robert Maguire Robert Maguire | Director | June 25, 2019 | ||
/s/ Philippe Boisseau Philippe Boisseau | Director | June 25, 2019 | ||
