As filed with the Securities and Exchange Commission on December 5, 2019
Registration Statement No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NAVIOS MARITIME ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
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6770
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N/A
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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 No.)
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Navios Maritime Acquisition Corporation
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) + (377) 9798-2140
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Angeliki Frangou
Chairman
and Chief Executive Officer
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo MC 98000 Monaco
(011) + (377) 9798-2140
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Todd E. Mason, Esq.
Thompson Hine LLP
335
Madison Avenue
12th Floor
New York, New York 10017
(212) 344-5680
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, please 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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 4 13(b) under the Securities Act, check the following
box. ☐
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 registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), shall determine.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount
to be
Registered(2)(3)
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Proposed
Maximum Aggregate
Price per
Share or
Unit(2)(3)
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Proposed
Maximum
Aggregate
Offering Price(2)(3)
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Amount of
Registration Fees(4)
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Common Stock, $0.0001 par value per share
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(5)
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(5)
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(5)
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Preferred Stock
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(5)
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(5)
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(5)
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Warrants
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(5)
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(5)
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(5)
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Debt Securities
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(5)
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(5)
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(5)
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Units
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(5)
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(5)
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(5)
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Total
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$40,000,000
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$5,192.00
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(1)
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There are being registered hereunder such indeterminate number of shares of common stock, $0.0001 par value per
share, such indeterminate number of shares of preferred stock, such indeterminate number of warrants to purchase common stock, units, and such indeterminate number of debt securities as shall have an aggregate initial offering price not to exceed
$500,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed
$500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include
such indeterminate amounts and numbers of common stock as may be issued upon conversion of preferred stock or pursuant to the anti-dilution provisions of any such securities. The securities registered also include such indeterminate amounts and
numbers of common stock as may be issued upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. The securities registered also include such indeterminate amounts and numbers of common stock and debt securities
as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants, that are issued in units or pursuant to the anti-dilution provisions of any such securities.
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(2)
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In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite
currency or currencies.
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(3)
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The proposed amount to be registered, maximum per share or unit price, and aggregate offering prices per
security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
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(4)
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the Securities
Act). In addition to the $40,000,000 of securities set forth in the table above, pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes $460,000,000 of unsold securities (the Unsold Securities)
that had previously been registered under the registrants registration statement on Form F-3 (333-191266), filed with the Securities and Exchange Commission on
December 15, 2010, as amended by Pre-Effective Amendment No. 1 thereto, filed on January 1, 2011, and under the registrants registration statement on Form
F-3 (333-214739), filed with the Securities and Exchange Commission on November 21, 2016 (collectively, the Prior Registration Statements), for a total
of $500,000,000 of securities that may be issued under this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, $54,194.80 of filing fees previously paid in connection with the securities registered pursuant to the Prior
Registration Statements will continue to be applied to the Unsold Securities that are being carried forward to this registration statement. In accordance with Securities and Exchange Commission rules, the registrant may continue to offer and sell
the Unsold Securities during the grace period afforded by Rule 415(a)(5). If the registrant sells any Unsold Securities during the grace period, the registrant will identify in a pre-effective amendment to
this registration statement the new amount of Unsold Securities to be carried forward to this registration statement in reliance upon Rule 415(a)(6) and any filing fee paid in connection with such Unsold Securities and the amount of any new
securities to be registered. Pursuant to Rule 415(a)(6) of the Securities Act, the offering of the Unsold Securities registered under the Prior Registration Statements will be deemed terminated as of the date of effectiveness of this registration
statement.
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(5)
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Not required to be included in accordance with General Instruction II.C of Form
F-3.
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