8-A12B 1 f8a12b042419_actiiglobal.htm FORM 8-A12B

 

 

 

 

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

ACT II GLOBAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   38-4101973
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY

  10105
(Address of Principal Executive Offices)   (Zip Code)

  

Securities to be registered pursuant to Section 12(b) of the Act:    

 

Title of Each Class

to be Registered

 

Name of Each Exchange on Which

Each Class is to be Registered

     
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant   The NASDAQ Stock Market LLC
     
Class A Ordinary Shares, par value $0.0001 per share   The NASDAQ Stock Market LLC
     
Redeemable Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share   The NASDAQ Stock Market LLC

 

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: 333-230756
  (If applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

  N/A
(Title of Class)

 

 

 

 

 

 

 

Item 1.      Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A ordinary shares and warrants to purchase Class A ordinary shares of Act II Global Acquisition Corp. (the “Company”). The description of the units, Class A ordinary shares and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-230756) originally filed with the Securities and Exchange Commission on April 5, 2019, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2.      Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit No.   Description  
3.1    Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-230756), filed with the Securities and Exchange Commission on April 5, 2019).  
3.2   Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
 4.2    Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
 4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
 4.4    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  
10.2   Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-230756), filed with the Securities and Exchange Commission on April 16, 2019).  

 

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 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.

 

  Very truly yours,
   
  ACT II GLOBAL ACQUISITION CORP.
     
  By:   /s/ John Carroll
    John Carroll
    Chief Executive Officer

 

Dated: April 24, 2019

 

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