0001493152-22-002557.txt : 20220128 0001493152-22-002557.hdr.sgml : 20220128 20220128163434 ACCESSION NUMBER: 0001493152-22-002557 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220128 DATE AS OF CHANGE: 20220128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSTON AMERICAN ENERGY CORP CENTRAL INDEX KEY: 0001156041 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760675953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-220990 FILM NUMBER: 22569376 BUSINESS ADDRESS: STREET 1: 801 TRAVIS STREET, SUITE 1425 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132226966 MAIL ADDRESS: STREET 1: 801 TRAVIS STREET SUITE 1425 CITY: HOUSTON STATE: TX ZIP: 77002 POS AM 1 formposam.htm

As filed with the Securities and Exchange Commission on January 28, 2022

Registration No. 333-220990

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware

76-0675953

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

801 Travis, Suite 1425

Houston, TX 77002

(713) 222-6966

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

John Terwilliger

Chief Executive Officer and President

Houston American Energy Corp.

801 Travis, Suite 1425

Houston, TX 77002

Telephone: (713) 222-6966

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With a Copy to:

Michael W. Sanders, Esq.

20701 Hamilton Pool Rd.

Dripping Springs, TX 78620

Telephone: (512) 264-2062

Facsimile: (281) 310-8263

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. ☐

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. ☐

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 definition 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. ☐

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (No. 333-220990) filed by Houston American Energy Corp. (the “Company”) on October 17, 2017 (the “Registration Statement”). The Company has terminated the offering of any securities under the Registration Statement and is filing this Post-Effective Amendment to withdraw and remove from registration any and all securities registered but unsold or otherwise unissued by the Company pursuant to the Registration Statement.

In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of its securities that remain unsold at the termination of the offering, the Company hereby removes from registration all such securities registered under the Registration Statement that remain unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on January 28, 2022 in Houston, Texas. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act.

	HOUSTON AMERICAN ENERGY CORP.

	By:	/s/ John Terwilliger
		John Terwilliger
		Chief Executive Officer and President