8-A12B 1 ksiu-8a_20210316.htm 8-A12B ksiu-8k_20210316.DOCX.htm

 

 

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

Kadem Sustainable Impact Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Delaware

 

86-1306839

(State or other jurisdiction
of Incorporation or Organization)

 

(IRS Employer
Identification No.)

 

 

 

152 West 57th St

52nd Floor

New York, NY

10019

(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 share of Class A Common Stock and one-half of one Warrant

The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A Common Stock 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 file number to which this form relates: 333-253595

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 units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of Kadem Sustainable Impact Corporation (the “Registrant”). The description of the units, common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333-253595), originally filed with the Securities and Exchange Commission on February 26, 2021, 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:

Exhibit Number

Description

3.1

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on February 26, 2021).

3.3

Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

3.4

Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on February 26, 2021).

4.1

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

4.2

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

4.3

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

10.4

Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-253595), filed with the Securities and Exchange Commission on March 9, 2021).

 

 

2


 

 

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.

KADEM SUSTAINABLE IMPACT CORPORATION

 

Date: March 16, 2021

By:/s/ Charles Gassenheimer

Name:Charles Gassenheimer

 

Title:

Chief Executive Officer and Secretary

 

[Signature Page to Form 8-A]