UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-14273
Core Laboratories N.V.
(Exact name of registrant as specified in its charter)
Van Heuven
Goedhartlaan 7 B
1181 LE Amstelveen
The Netherlands
(31-20) 420-3191
(Address, including zip code, and
telephone number, including area code, of registrants principal executive offices)
Common Shares, EUR 0.02 Par Value Per
Share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1) |
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☒ |
Rule 12g-4(a)(2) |
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☐ |
Rule 12h-3(b)(1)(i) |
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☒ |
Rule 12h-3(b)(1)(ii) |
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☐ |
Rule 15d-6 |
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☐ |
Rule 15d-22(b) |
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☐ |
Approximate number of holders of record as of the certification or notice date: 0*
* |
On May 1, 2023, Core Laboratories N.V. (Core Lab N.V.) completed its previously
announced redomestication transaction (the Transaction), which included (i) the merger (the Merger) of Core Lab N.V. with and into Core Laboratories Luxembourg S.A., a public limited liability company
incorporated under the laws of Luxembourg (Core Lab Luxembourg), with Core Lab Luxembourg surviving, and (ii) following the completion of the Merger, the migration of Core Lab Luxembourg out of Luxembourg and its
domestication as Core Laboratories Inc. (Core Lab Delaware), a Delaware corporation (the U.S. Redomestication). As a result of the Transaction, all common shares in Core Lab N.V. (the Core Lab N.V.
Common Shares) were canceled and exchanged for common stock in Core Lab Luxembourg on a one-for-one basis. Former holders of Core Lab N.V. common
shares now hold one share of common stock of Core Lab Delaware (the Core Lab Delaware Common Shares) for each Core Lab N.V. Common Share owned immediately prior to the consummation of the Transaction, and the business, assets,
liabilities, directors and officers of Core Lab Delaware are now the same as the business, assets, liabilities, directors and officers of Core Lab N.V. immediately prior to the Transaction. |
Pursuant to Rule 12g-3(a) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange
Act), Core Lab Delaware is the successor issuer to Core Lab N.V., Core Lab Delaware Common Shares are deemed to be registered under Section 12(b) of the Exchange Act, and Core Lab Delaware is subject to the periodic and current
reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. This Form 15 relates solely to the reporting obligations of Core Lab N.V. under the Exchange Act, and does not affect the reporting obligations of Core
Lab Delaware, which is the successor to Core Lab N.V. under the Exchange Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, Core
Laboratories Inc. (formerly known as Core Laboratories N.V.) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
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Date: May 12, 2023 |
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By: |
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/s/ Christopher S. Hill |
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Name: |
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Christopher S. Hill |
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Title: |
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Chief Financial Officer |