As
filed with the Securities and Exchange Commission on April 1, 2021
Registration
No. 333-237674
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDENT NO. 2
To
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
International
General Insurance Holdings Ltd.
(Exact
Name of Registrant as specified in its charter)
Bermuda
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6399
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Not
Applicable
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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74
Abdel Hamid Sharaf Street, P.O. Box 941428,
Amman
11194, Jordan
+962 6 562 2009
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
DE 19711
(302)
738-6680
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Michael
Hilton, Esq.
Freshfields
Bruckhaus Deringer LLP
Al
Fattan Currency House
Tower
2, 20th floor
PO
Box 506 569
Dubai,
United Arab Emirates
+971
4 5099 100
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Michael
Levitt, Esq.
Freshfields Bruckhaus Deringer US LLP
601
Lexington Avenue
New York, NY 10022
(212) 277-4000
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Approximate
date of commencement of proposed sale to the public: Not applicable.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B) of the Securities 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: DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 2 relates to the Registration Statement on Form F-1 (File No. 333-237674) (the "Registration
Statement") of International General Insurance Holdings Ltd. (the "Company") originally filed on April 14, 2020
and declared effective by the Securities and Exchange Commission (the "SEC") on April 27, 2020, as amended by Post-Effective
Amendment No. 1 originally filed on August 24, 2020 and declared effective by the SEC on August 28, 2020.
Pursuant
to the Registration Statement, the Company registered 17,250,000 common shares, par value $0.01 per share (the “Common Shares”),
including (i) 12,750,000 Common Shares issuable upon the exercise of public warrants (the “Public Warrants”) issued
in exchange for 12,750,000 public warrants of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”),
and, (ii) 4,500,000 Common Shares issuable upon the exercise of warrants issued in exchange for 4,500,000 Tiberius private warrants
(the “Private Warrants” and, collectively with the Public Warrants, the “Warrants”). The Registration
Statement related to the offer and sale by the selling securityholders named in the Registration Statement, or their permitted
transferees, of up to 39,107,382 Common Shares, up to 4,500,000 Private Warrants to purchase Common Shares and up to 4,500,000
Common Shares issuable upon the exercise of the Private Warrants (the “Warrant Shares” and, together with the Common
Shares and the Warrants, the “Securities”).
The
Company is filing this Post-Effective Amendment No. 2 to the Registration Statement to terminate the effectiveness of the Registration
Statement, and to remove from registration any and all of the Securities previously registered under the Registration Statements
that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all
such Securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Amman, Jordan, on the 1st day of April, 2021.
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International General Insurance
Holdings Ltd.
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By:
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/s/
Pervez Rizvi
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Name:
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Pervez Rizvi
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Title:
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Chief Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
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Capacity
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Date
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*
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Chairman and Chief
Executive Officer and Director
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April 1, 2021
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Wasef Jabsheh
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(Principal Executive
Officer)
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/s/
Pervez Rizvi
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Chief Financial Officer
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April 1, 2021
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Pervez Rizvi
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(Principal Financial
and Accounting Officer)
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*
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Director
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April 1, 2021
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David Anthony
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*
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Director
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April 1, 2021
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Michael T. Gray
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*
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Director
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April 1, 2021
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Walid Wasef Jabsheh
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*
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Director
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April 1, 2021
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David King
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*
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Director
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April 1, 2021
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Wanda Mwaura
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*
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Director
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April 1, 2021
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Andrew J. Poole
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*
Pervez Rizvi signs this Post -Effective Amendment No. 2 to the Registration Statement on behalf of the indicated persons for whom
he is attorney-in-fact, pursuant to the power of attorney included on the signature page of the Registration Statement filed with
the SEC on April 14, 2020.
By:
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/s/
Pervez Rizvi
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Pervez Rizvi
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Attorney-in-fact
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Dated:
April 1, 2021
AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of
International General Insurance Holdings Ltd., has signed this registration statement in the City of Newark, State of Delaware,
on April 1, 2021.
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PUGLISI & ASSOCIATES
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By:
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/s/
Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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