Securities Registration (section 12(b)) (8-a12b)
07 March 2020 - 1:28AM
Edgar (US Regulatory)
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
LGL Systems Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
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83-4599446
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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165 W. Liberty Street, Suite 220
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Reno, Nevada
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89501
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
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The New York Stock Exchange
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Class A common stock, $0.0001 par value per share
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for shares of
Class A common stock at an exercise price of $11.50 per share
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The New York Stock Exchange
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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: __________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act: None
(Title
of class)
EXPLANATORY NOTE
This registration statement on Form 8-A is being
filed by LGL Systems Acquisition Corp., a Delaware corporation (the “Registrant”), with the Securities and Exchange
Commission in connection with the Company’s transfer of its listing of Class A common stock, redeemable warrants, exercisable
for shares of Class A common stock, and units consisting of one share of Class A common stock and one-half of one redeemable warrant,
from The Nasdaq Stock Market LLC (the “Nasdaq”) to the New York Stock Exchange (the “NYSE”). Upon the commencement
of trading of the securities on the NYSE, the Registrant will voluntarily withdraw the Class A common stock, redeemable warrants
and units from listing on the Nasdaq.
Item 1. Description of Registrant’s Securities
to Be Registered.
The description under the heading “Description of Securities”
relating to the Registrant’s Class A common stock, $0.0001 par value per share, redeemable warrants, exercisable at a price
of $11.50 for shares of Class A common stock and units consisting of one share of Class A common stock and one-half of a redeemable
warrant contained in the prospectus filed with the Securities and Exchange Commission on November 12, 2019 with respect to Registrant’s
Registration Statement on Form S-1 (Registration Nos. 333-234124 and 333-234550), is incorporated herein by reference, except that
the information concerning the listing of the Registrant’s securities is hereby updated to reflect the listing of the Class
A common stock, redeemable warrants and units on the NYSE and the Registrant’s obligation to comply with the listing standards
of the NYSE applicable to special purpose acquisition companies.
Item 2. Exhibits.
3.1
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Certificate of Incorporation (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-234124, filed on October 21, 2019).
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3.2
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Amended and Restated Certificate of Incorporation (included in the Registrant’s Current Report on Form 8-K filed on November 12, 2019).
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3.3
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Bylaws (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-234124, filed on October 21, 2019)
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4.1
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Specimen Unit Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-234124, filed on October 21, 2019).
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4.2
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Specimen Common Stock Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-234124, filed on October 21, 2019).
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4.3
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Specimen Warrant Certificate (included in Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, File No. 333-234124, filed on October 21, 2019).
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4.4
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Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registrant’s Current Report on Form 8-K filed on November 12, 2019).
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10.1
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Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in the Registrant’s Current Report on Form 8-K filed on November 12, 2019).
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10.2
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Registration Rights Agreement (included in the Registrant’s Current Report on Form 8-K filed on November 12, 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.
Date: March 6, 2020
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LGL SYSTEMS ACQUISITION CORP.
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By:
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/s/ Robert LaPenta Jr.
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Name:
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Robert LaPenta Jr.
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Title:
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Chief Financial Officer
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2
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