SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2017
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 001-37862
STELLAR ACQUISITION III INC.
(Exact name of registrant as specified in its charter)
|Republic of the Marshall Islands||N/A|
(State or other jurisdiction of
incorporation or organization)
90 Kifissias Avenue,
Maroussi Athens, Greece
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number: +30 (210) 876-4858
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class:||Name of Each Exchange on Which Registered:|
|Common Stock, par value $0.0001 per share||The NASDAQ Stock Market LLC|
|Warrants to purchase one share of Common Stock||The NASDAQ Stock Market LLC|
|Units, each consisting of one share of Common Stock and one Warrant||The NASDAQ Stock Market LLC|
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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation 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 this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 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 in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of May 31, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock on May 31, 2017, as reported on the Nasdaq Capital Market, was $71.7 million.
As of February 8, 2018, there were 9,010,177 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.
Stellar Acquisition III Inc. (the “Company”) filed its Annual Report on Form 10-K for the year ended November 30, 2017 with the Securities and Exchange Commission on February 12, 2018 (“Original Filing”). The Company is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) solely to amend the text of Exhibit 31.1 (Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended) and Exhibit 31.2 (Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended).
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains only the amended Exhibit 31.1 and Exhibit 31.2 (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31) of Regulation S-K). Those sections or exhibits of the Original Filing that are unaffected by this Amendment are not included herein.
This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the Original Filing.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|April 27, 2018||Stellar Acquisition III Inc.|
|By:||/s/ Prokopios (Akis) Tsirigakis|
Name: Prokopios (Akis) Tsirigakis
Title: co-Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|/s/ Prokopios (Akis) Tsirigakis||co-Chief Executive Officer and Director||April 27, 2018|
|Prokopios (Akis) Tsirigakis||(co-Principal Executive Officer)|
|/s/ George Syllantavos||Chief Financial Officer and Secretary||April 27, 2018|
|George Syllantavos||(co-Principal Executive Officer and Principal Financial and Accounting Officer)|
|/s/ Alexandros Argyros||Director||April 27, 2018|
|/s/ Tiziano Paravagna||Director||April 27, 2018|
|/s/ Eleonora (Liona) Bacha||Director||April 27, 2018|
|Eleonora (Liona) Bacha|