UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

 

(Mark One)

 

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

 

OR

 

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

 

For the fiscal year ended December 31, 2015

 

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: 001-36028

 

ARDMORE SHIPPING CORPORATION

 

(Exact name of Registrant as specified in its charter)

 

Republic of the Marshall Islands

 

(Jurisdiction of incorporation or organization)

 

Cumberland House, 1 Victoria Street, 5th Floor, Hamilton, HM11, Bermuda

 

(Address of principal executive offices)

 

Mr. Anthony Gurnee

Cumberland House, 1 Victoria Street, 5th Floor, Hamilton, HM11, Bermuda

+ 1 441 405-7800

info@ardmoreshipping.com

 

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

 

Securities registered or to be registered pursuant to section 12(b) of the Act.

 

Title of each class Name of each exchange on which registered
Common stock, par value $0.01 per share New York Stock Exchange

 

Securities registered or to be registered pursuant to section 12(g) of the Act.

 

NONE
(Title of class)

 

 

 

 

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.

 

As of December 31, 2015, there were 26,210,311 shares of common stock outstanding, par value $0.01 per share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ¨         No x

 

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 x

 

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 x         No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

 

Yes x         No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨   Accelerated filer  x   Non-accelerated filer  ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

x   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 x

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 amends our Annual Report on Form 20-F for the year ended December 31, 2015 (“Annual Report”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2016 and is being filed solely to include Exhibit 15.1 (Consent of independent registered public accounting firm), which was inadvertently omitted from the original filing.

 

Other than as expressly set forth above, this amendment does not, and does not purport to, amend, restate, or update the information contained in the Annual Report, or reflect any events that have occurred after the Annual Report was filed. As a result, our Annual Report, as amended hereby, continues to speak as of the initial filing date of our Annual Report.

 

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ITEM 19.        EXHIBITS

 

The following exhibits are filed as part of this Amendment No. 1 to the Annual Report:

 

Exhibit
Number		   Description
  1.1   Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A (Registration Number 333-189714), filed with the SEC on July 22, 2013).
  1.2   Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A (Registration Number 333-189714), filed with the SEC on July 22, 2013).
  2.1   Form of Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1/A (Registration Number 333-189714), filed with the SEC on July 22, 2013).
  4.1   Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1/A (Registration Number 333-189714), filed with the SEC on July 22, 2013).
  4.2   Term Loan Facility, dated January 13, 2016, by and among Bailey Shipco LLC, Dover Shipco LLC, Fair Isle Shipco LLC, Fastnet Shipco LLC, Fitzroy Shipco LLC, Forth Shipco LLC, Rockall Shipco LLC, Shannon Shipco LLC, Sole Shipco LLC, Trafalgar Shipco LLC, Viking Shipco LLC, Hebrides Shipco LLC, Ardmore Shipping LLC, the Company, ABN AMRO Bank N.V. and DVB Bank America N.V (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 20-F (File No. 001-36028), filed with the SEC on April 6, 2016).
  4.3   Term Loan Facility, date January 13, 2016, by and among Faroe Shipco LLC, Plymouth Shipco LLC, Portland Shipco LLC, Wight Shipco LLC, Lundy Shipco LLC, Fisher Shipco LLC, Humber Shipco LLC, Ardmore Shipping LLC, the Company, Nordea Bank AB, London Branch, Skandinaviska Enskilda Banken AB (PUBL) and Nordea Bank Finland Plc (incorporated herein by reference to Exhibit 4.3 to the Company’s Form 20-F (File No. 001-36028), filed with the SEC on April 6, 2016).
  8.1   Subsidiaries of the Company (incorporated herein by reference to Exhibit 8.1 to the Company’s Form 20-F (File No. 001-36028), filed with the SEC on April 6, 2016).
12.1   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
12.2   Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
13.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1   Consent of Ernst & Young
101   The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, formatted in eXtensible Business Reporting Language (XBRL) (incorporated herein by reference to Exhibit 101 to the Company’s Form 20-F (File No. 001-36028), filed with the SEC on April 6, 2016):
    (i)  Consolidated Balance Sheets as of December 31, 2014 and 2015;
    (ii)  Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015;
    (iii)  Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2014 and 2015;
    (iv)  Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015; and
    (v)   Notes to Consolidated Financial Statements.

 

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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 Amendment No. 1 to the Annual Report on its behalf.

 

  ARDMORE SHIPPING CORPORATION
     
  By: /s/ Anthony Gurnee
    Anthony Gurnee
    President, Chief Executive Officer,
    Director
    (Principal Executive Officer)

 

Dated: April 8, 2016

 

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