Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 45K (General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
‘S-1/A’ — Pre-Effective Amendment to Registration Statement (General Form)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
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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. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If
an emerging growth company, 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 this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-1 (Commission File No. 333-264229), originally filed April
11, 2022, with the Securities and Exchange Commission (the “SEC”), by Stabilis Solutions, Inc. (the “Registrant”), is being filed as an exhibit-only filing to file (i) an updated consent of Ham, Langston & Brezina, L.L.P., filed herewith as Exhibit 23.1 and (ii) an updated opinion of Joel Bernstein, Esq., Law Offices, filed herewith as Exhibit 5.1 (collectively, the “Updated Exhibits”). Accordingly, this Amendment No. 1 consists only of the cover page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Updated Exhibits filed herewith as Exhibit
23.1 and Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 20, 2022.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 20, 2022.
Andrew L. Puhala hereby signs this Amendment No. 1 to the Registration Statement on Form S-1 on behalf of each of the indicated persons for whom he is attorney-in-fact on April 20, 2022 pursuant to a power
of attorney filed with the Registration Statement on Form S-1 (File No. 333-264229) filed with the SEC on April 11, 2022.
