Amended Securities Registration (section 12(g)) (8-a12g/a)
13 Diciembre 2021 - 3:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No. 2 to
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AMERICAN
NOBLE GAS INC
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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20-3126427
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(State
or Other Jurisdiction of
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(IRS
Employer
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Incorporation
or Organization)
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Identification
No.)
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15612
College Blvd.
Lenexa,
Kansas
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66219
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(Address
of principal executive offices)
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(Zip
Code)
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If
this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), please check the following box. ☐
If
this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), please check the following box. ☒
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement or Regulation A Offering Statement file number to which this form relates:
Securities
to be registered pursuant to Section 12(b) of the Act: None.
Securities
to be registered pursuant to Section 12(g) of the Act:
Title
of each class to be registered
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Name
of each exchange on which each class is to be registered
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—
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—
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EXPLANATORY
NOTE
On
December 7, 2021, American Noble Gas, Inc., a Delaware corporation (the “Predecessor Registrant”), merged with and
into its wholly owned subsidiary, American Noble Gas Inc, a Nevada corporation (the “Registrant”), pursuant to an
Agreement and Plan of Merger, dated as of December 7, 2021 (the “Reincorporation Merger Agreement”), between the Predecessor
Registrant and the Registrant, with the Registrant as the surviving corporation (the “Reincorporation Merger”). On
December 7, 2021, the effective time of the Reincorporation Merger (the “Effective Time”), the Registrant succeeded
to the assets, continued the business and assumed the rights and obligations of the Predecessor Registrant immediately prior to the Reincorporation
Merger all by operation of law. The Reincorporation Merger Agreement was adopted by the holders of a majority of the outstanding shares
of the Predecessor Registrant’s common stock, par value, $0.0001 per share (the “Predecessor Common Stock”),
and/or Series A Convertible Preferred Stock, par value $0.0001 per share (the “Predecessor Series A Preferred Stock”),
on an as-converted to Predecessor Common Stock basis, by written consent in lieu of a special meeting of stockholders, in accordance
with the Delaware General Corporation Law (“DGCL”). Unless the context otherwise requires, the term “Company”
refers to the Predecessor Registrant and its subsidiaries with respect to the period prior to the Effective Time and to the Registrant
and its subsidiaries with respect to the period on and after the Effective Time.
At
the Effective Time, pursuant to the Reincorporation Merger Agreement, each outstanding share of Predecessor Common Stock automatically
converted into one share of common stock, par value $0.0001 per share, of the Registrant (the “Registrant Common Stock’).
In
accordance with Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the shares
of Registrant Common Stock were deemed to be registered under Section 12(g) of the Exchange Act as the successor to the Predecessor Registrant.
The Registrant, as successor to the Predecessor Registrant hereby expressly adopts this Form 8-A/A as its own for all purposes of the
Exchange Act. The shares of Registrant Common Stock continue to be quoted on the OTCQB tier operated by the OTC Markets Group Inc. under
the symbol “IFNY”.
Item 1. Description of Registrant’s Securities to be Registered
The
Registrant hereby incorporates by reference the description of the Registrant Common Stock filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 13, 2021.
Item 2. Exhibits
The
following exhibits to this registration statement on Form 8-A are incorporated by reference from the documents specified which have been
filed with the SEC or included herewith.
*
Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2021.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date:
December 13, 2021
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AMERICAN
NOBLE GAS INC
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By:
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/s/
Stanton E. Ross
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Name:
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Stanton
E. Ross
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Title:
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Chairman,
President and Chief Executive Officer
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Infinity Energy Resources (QB) (USOTC:IFNY)
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