0001193125-23-233074.txt : 20230912 0001193125-23-233074.hdr.sgml : 20230912 20230912083257 ACCESSION NUMBER: 0001193125-23-233074 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230912 DATE AS OF CHANGE: 20230912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TKO Group Holdings, Inc. CENTRAL INDEX KEY: 0001973266 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41797 FILM NUMBER: 231249082 BUSINESS ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-558-8333 MAIL ADDRESS: STREET 1: 200 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: New Whale Inc. DATE OF NAME CHANGE: 20230412 8-A12B 1 d547258d8a12b.htm 8-A12B 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 (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

TKO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   92-3569035

(State or incorporation

or organization)

  

(IRS Employer

Identification No.)

200 Fifth Ave

New York, NY

   10010
(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 so registered

  

Name of each exchange on which

each class is to be registered

Class A common stock, par value $0.00001 per share   New York Stock Exchange

 

 

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:

333-271893.

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

None.

 

 

 

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

The description of the Class A common stock, par value $0.00001 per share, of TKO Group Holdings, Inc. (the “Company”) as included under the caption “Description of New PubCo’s Capital Stock” in the Prospectus forming a part of the Company’s Registration Statement on Form S-4, originally filed with the Securities and Exchange Commission (the “Commission”) on May 12, 2023 (File No. 333-271893) and as subsequently amended (the “Registration Statement”), is hereby incorporated by reference herein. In addition, the above-referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York on the 12th day of September 2023.

 

Date: September 12, 2023     TKO Group Holdings, Inc.
    By:   /s/ Andrew Schleimer
    Name:   Andrew Schleimer
    Title:   Chief Financial Officer