8-A12B 1 f8a12b072919_netfinacq.htm FORM 8-A12B

 

 

UNITED STATES

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

 

 

 

Netfin Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands
(State of incorporation or organization) 

 

 

N/A
(I.R.S. Employer Identification No.)
     

445 Park Avenue, 9th Floor

New York, New York
 
(Address of Principal Executive Offices)

 

 

 

10022
(Zip Code)

 

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

 

Title of each class
to be so registered 

 

 

Name of each exchange on which
each class is to be registered 
Units, each consisting of one Class A ordinary share and one redeemable warrant  

The Nasdaq Stock

Market LLC

     
Class A ordinary shares, par value $0.0001 per share  

The Nasdaq Stock

Market LLC

     
Warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $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), 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), 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: 333-232612

 

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

 

 

 

 

 


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

 

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of Netfin Acquisition Corp. (the “Registrant”). The description of the units, Class A ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-232612, originally filed with the U.S. Securities and Exchange Commission on July 11, 2019, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby 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: 

 

3.1   Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     
4.2   Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 2019).
     

10.2

 

  Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232612), filed with the U.S. Securities and Exchange Commission on July 11, 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.

 

 

  NETFIN ACQUISITION CORP.
   
Date: July 29, 2019 By:  /s/ Rick Maurer
    Name: Rick Maurer
    Title: Chief Executive Officer

 

 

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