UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/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

Commission File Number: 001-38333

ESTRE AMBIENTAL, INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

4509, Avenida Brigadeiro Faria Lima, 8th Floor

04538-133 São Paulo, SP, Brazil

(Address of principal executive offices)

Felipe Rodriguez, Interim Chief Financial Officer

4509, Avenida Brigadeiro Faria Lima, 8th Floor

04538-133 São Paulo, SP, Brazil

Telephone No.: +55 11 2124-3265

e-mail: ir@estre.com.br

(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

Ordinary shares, par value $0.0001 per share    ESTR    NASDAQ Capital Market
Warrants    ESTRW    NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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.

As of December 31, 2018, the Registrant had:

45,636,732 ordinary shares issued and outstanding, par value $0.0001 per share.

5,550,000 Class B Shares issued and outstanding, par value $0.0001 per share.

27,916,921 outstanding warrants exercisable on a one-for-one basis for ordinary shares.

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 ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 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. N/A

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 ☒

 

Explanatory Note

This Amendment No. 1 on Form 20-F/A to the Annual Report on Form 20-F for the fiscal year ended December 31, 2018 originally filed with the Securities and Exchange Commission on May 15, 2019 (“2018 Form 20-F”), is being filed solely for the purposes of furnishing the Interactive Data File as Exhibit 101 and restating the Exhibit Index accordingly.

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in the 2018 Form 20-F, or reflect any events that have occurred since the 2018 Form 20-F was originally filed.

 

EXHIBIT INDEX

 

Exhibit No.

  

Description

1**    Amended and Restated Memorandum and Articles of Association of the Registrant, filed as Exhibit 3.1 to our Form F-1 filed with the SEC on January 24, 2018.
2.1**    Registration Rights and Lock-Up Agreement, dated December  21, 2017, by and among the Registrant and certain of its shareholders, filed as Exhibit 4.1 to our Form F-1 filed with the SEC on January 24, 2018.
2.2**    Exchange and Support Agreement, dated December  21, 2017, by and among the Registrant, the Company and certain of the Registrant’s Class B shareholders, filed as Exhibit 4.2 to our Form F-1 filed with the SEC on January 24, 2018.
2.3**    Warrant Agreement, dated as of September 21, 2015 by and between Estre USA and the Continental Stock Transfer  & Trust Company, filed as Exhibit 4.3 to our Form F-1 filed with the SEC on January 24, 2018.
2.4**    Assignment, Assumption and Amendment Agreement, dated as of December  21, 2017, by and between the Registrant and the Continental Stock Transfer & Trust Company, filed as Exhibit 4.4 to our Form F-1 filed with the SEC on January 24, 2018.
4.1**    Tenth Amendment to the Private Instrument of Deed Regarding the Second Public Issuance of Common Debentures, Non-Convertible Into Shares, of a Single Series, of the Unsecured Type, with Additional Real Guarantees and Additional Fiduciary Guarantee for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A. dated December 20, 2017 (English Translation of Portuguese Language Document), filed as Exhibit 4.1 to Amendment No. 1 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on July 2, 2018.
4.2**    Tenth Amendment to the Private Instrument of Deed Regarding the First Public Issuance of Common Debentures, Non-Convertible Into Shares, with Real Guarantee and Additional Fiduciary Guarantee for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A. dated December  20, 2017 (English Translation of Portuguese Language Document), filed as Exhibit 4.2 to Amendment No. 1 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on July 2, 2018.
4.3**    Share Put Option Agreement and Other Covenants, dated as of December  21, 2017, by and among the Company, Road Participações Ltda., Angra Infra Multiestratégia Fundo de Investimento em Participações and, as intervening parties, Wilson Quintella Filho, Gisele Mara de Moraes, BTG Pactual Principal Investments Fundo de Investimento em Participações, Fundo de Investimento em Participações Turquesa, Iron Fundo de Investimento em Participações, Boulevard Acquisition Corp II Cayman Holding Company, and, Boulevard Acquisition Corp. II,filed as Exhibit 10.3 to our Form F-1 filed with the SEC on January 24, 2018.
4.4**    Estre Ambiental, Inc. 2017 Omnibus Incentive Plan, filed as Exhibit 10.4 to Amendment No. 2 to our Form F-1 filed with the SEC on August 7, 2018.
4.5**    Share Option Grant Notice and Option Agreement, filed as Exhibit 10.5 to Amendment No. 2 to our Form F-1 filed with the SEC on August 7, 2018.
8**    List of Subsidiaries, filed as Exhibit 8 to our Form 20-F for the year ended December  31, 2018.
11.1**    Code of Ethics and Anti-Corruption Policy, filed as Exhibit 11.1 to our Form 20-F for the year ended December 31, 2017, filed with the SEC on June 20, 2018.
12.1**    Principal Executive Officer Certification pursuant to Section  302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 12.1 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019 .
12.2**    Principal Financial Officer Certification pursuant to Section  302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 12.2 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019 .
13.1**    Principal Executive Officer Certification pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 13.1 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019 .
13.2**    Principal Financial Officer Certification pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 13.2 to our Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019 .
101.INS*    XBRL Instance Document
101.SCH*    XBRL Taxonomy Extension Schema Document
101.CAL*    XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*    XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*    XBRL Taxonomy Extension Label Linkbase Document
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase Document

 

 

*

Filed herewith.

**

Previously filed.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on Form 20-F/A for the fiscal year ended December 31, 2018 on its behalf.

 

Estre Ambiental Inc.
By:       /s/ Sergio Pedreiro
Name:   Sergio Pedreiro
Tittle:   Chief Executive Officer
 
By:       /s/ Felipe Rodriguez
Name:   Felipe Rodriguez
Tittle:   Interim Chief Financial Officer

Date: June 7, 2019

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