UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F/A

(Amendment No. 1)

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2020.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from to

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of event requiring this shell company report

 

Commission file number: 001-38588

 

Opera Limited

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrants name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

Vitaminveien 4, 0485 Oslo, Norway

(Address of principal executive offices)

 

Mr. Yahui Zhou, Chief Executive Officer

c/o Aaron McParlan, General Counsel

Vitaminveien 4, 0485 Oslo, Norway

 

Tel: +47 2369-2400

 

E-mail: legal@opera.com

 

 

(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

registered

American Depositary Shares, each representing

two ordinary shares, par value US$0.0001 per share

OPRA

The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

1

 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

 

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.

 

228,285,684 ordinary shares, par value US$0.0001 per share, as of December 31, 2020

 

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  ☒

 

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 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 such files).   Yes  ☒   No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐     

 

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.

Item 17  ☐    Item 18  ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ☐    No  ☐

 

2

 

 

TABLE OF CONTENTS

 

 

Page

   

EXPLANATORY NOTE

4
ITEM 17. FINANCIAL STATEMENTS 5
ITEM 18. FINANCIAL STATEMENTS 5
ITEM 19. EXHIBITS 5
SIGNATURES 6

 

3

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Opera Limited (the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, originally accepted for filing by U.S. Securities Exchange Commission on June 11, 2021 (the “Original Filing”). The Company is filing this Amendment to include the financial statements and related notes of NanoCred Cayman Company Limited (“Nanobank”), as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”).

 

Rule 3-09 requires, among other things, that separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method to be included in the Form 20-F when such entities are individually significant. We have determined that our equity method investment in Nanobank, which is not consolidated in our financial statements, was significant under Rule 1-02(w) and Rule 3-09 of Regulation S-X in relation to our financial results for the year ended December 31, 2020. This Amendment is therefore filed to supplement the Original Filing with the inclusion of the financial statements and related notes of Nanobank for the period ended December 31, 2020 (the “Financial Statements of Nanobank”).

 

This Form 20-F/A consists solely of the cover page, this explanatory note, the Financial Statements of Nanobank, certifications by our chief executive officer and chief financial officer, as well as the independent auditor consent. This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing, except for the inclusion of Exhibit 99.1. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities and Exchange Commission subsequent to the Original Filing.

 

4

 

 

PART III

 

ITEM 17.

FINANCIAL STATEMENTS

 

Not applicable.

 

ITEM 18.

FINANCIAL STATEMENTS

 

Item 18 of the Annual Report is amended and supplemented by including the financial statements of NanoCred Cayman Company Limited as Exhibit 99.1 hereto.

 

ITEM 19.

EXHIBITS

 

Item 19 of the Annual Report is amended by the replacement or addition of the following exhibits:

 

Exhibit
Number

Description of Document

   

12.1

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2

Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1

Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2

Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.2

Consent of KPMG Huazhen LLP, Nanobank’s Independent Auditor regarding the financial statements at Exhibit 99.1

99.1

Consolidated financial statements of NanoCred Cayman Company Limited for the period from August 19, 2020, to December 31, 2020

 

5

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

Opera Limited

     
 

By:

/s/ Yahui Zhou

  Name: Yahui Zhou
  Title: Chairman and Chief Executive Officer

 

Date: June 28, 2021

 

 

6
Opera (NASDAQ:OPRA)
Historical Stock Chart
From Sep 2021 to Oct 2021 Click Here for more Opera Charts.
Opera (NASDAQ:OPRA)
Historical Stock Chart
From Oct 2020 to Oct 2021 Click Here for more Opera Charts.