Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 20-F/A
Amendment No. 2

 

☐ 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, 2022

 

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: 001-39171

 

BROOGE ENERGY LIMITED
(Exact name of Registrant as specified in its charter)

 

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

 

c/o Brooge Petroleum and Gas Investment Company FZE
P.O. Box 50170
Fujairah, United Arab Emirates
[phone]
(Address of Principal Executive Offices)

 

Lina Saheb
P.O. Box 50170
Fujairah, United Arab Emirates
[phone]
[e-mail]
(Name, Telephone, Email 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(s)		Name of each exchange on which registered
Ordinary shares, $0.0001 par value per share		BROG		The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares		BROGW		The Nasdaq Stock Market LLC

 

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: 109,587,754 ordinary shares out of which 21,552,500 are held in Escrow

 

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 “accelerated filer,” “large 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 ☒

 

Auditor Name:		Auditor Location:		Auditor Firm ID:
A A S Auditors		Dubai, United Arab Emirates		6853

   

 

 

 

 

  

EXPLANATORY NOTE TO AMENDMENT NO. 2

 

We are filing this Amendment No. 2 (this “Amendment No. 2”) to our Annual Report on Form 20-F for the year ended December 31, 2022, as filed with the SEC on April 26, 2023 (the “Original Form 20-F”) and amended on May 1, 2023 (“Amendment No. 1”), to add Exhibits 4.141 through 4.153. As noted in the Original Form 20-F and Amendment No. 1, the remaining Exhibits were to be filed by further amendments due to size restrictions.

 

Other than as expressly set forth herein and minor wording changes necessary to properly refer to the Original Form 20-F as amended by Amendment No. 1, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the Company’s Original Form 20-F. Other than as expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information in any part of the Company’s Original Form 20-F, as amended by Amendment No.1, or reflect any events that have occurred after the Original Form 20-F was filed on April 26, 2023. The Company’s Chief Executive Officer and Chief Financial Officer are providing currently dated revised certifications in connection with this Form 20-F/A; the certifications are filed as Exhibits 12.1, 12.2, 13.1 and 13.2.

 

 

 

  

PART III

 

ITEM 19. EXHIBITS

 

4.141		Commercial Storage Agreement dated May 10, 2022, between BPGIC and Avis Trading Crude Oil Abroad.
4.142		Commercial Storage Agreement dated May 19, 2022, between BPGIC and Euro American International Energy LLC.
4.143		Commercial Storage Agreement dated May 19, 2022, between BPGIC and Euro American International Energy LLC.
4.144		Commercial Storage Agreement dated May 25, 2022, between BPGIC and Sahra Oil FZE.
4.145		Commercial Storage Agreement dated May 25, 2022, between BPGIC and Sahra Oil FZE.
4.146		Commercial Storage Agreement dated June 06, 2022, between BPGIC and First Trust Energy Petrochemicals Trading.
4.147		Commercial Storage Agreement dated July 15, 2022, between BPGIC and Aachim Energy FZE.
4.148		Commercial Storage Agreements dated July 01, 2022, between BPGIC and Cengeo New Energy FZ-LLC.

 

 

 

 

4.149		Commercial Storage Agreements dated August 04, 2022, between BPGIC and Cengeo New Energy FZ-LLC
4.150		Commercial Storage Agreement dated November 21, 2022, between BPGIC and Sahra Oil FZE.
4.151		Commercial Storage Agreements dated September 09, 2022, between BPGIC and Cengeo New Energy FZ-LLC
4.152		Commercial Storage Agreement dated August 19, 2022, between BPGIC and Actirays Middle East Trading FZE.
4.153		Commercial Storage Agreement dated November 21, 2022 between BPGIC and Sahra Oil FZE.
12.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350.
13.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

 

  

SIGNATURES

 

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

 

	BROOGE ENERGY LIMITED
May 2, 2023	By:	/s/ Lina Saheb
		Name:	Lina Saheb
		Title:	Interim Chief Executive Officer