Toggle SGML Header (+)


Section 1: 8-A12B (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 

 

 

 

Graf Industrial Corp.

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation or organization) 

 

 

83-1138508
(I.R.S. Employer Identification No.)
     

118 Vintage Park Blvd., Suite W-222

Houston, Texas
 (Address of Principal Executive Offices)

 

 

 

77070
(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 share of common

stock and one redeemable warrant

  The New York Stock Exchange
     
Common stock, par value $0.0001 per share   The New York Stock Exchange
     

Warrants, each warrant exercisable for one-half of one share of

common stock, each at an exercise price of $11.50 per share

  The 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. x

 

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: 333-227396

 

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, shares of common stock, par value $0.0001 per share, and warrants to purchase shares of common stock of Graf Industrial Corp. (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 a part of its Registration Statement on Form S-1 (File No. 333-227396), originally filed with the U.S. Securities and Exchange Commission on September 18, 2018, 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 Certificate of Incorporation, adopted by special resolution dated September 7, 2018 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on September 18, 2018).
     
3.2   Form of Second Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 15, 2018).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).
     
4.2   Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.2 Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).
     
10.1   Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).
     

10.2

 

  Form of Registration Rights Agreement by and among the Registrant and certain security holders (Incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227396), filed with the U.S. Securities and Exchange Commission on October 9, 2018).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  GRAF INDUSTRIAL CORP.  
       
Date: October 15, 2018 By: /s/ James A. Graf  
  Name: James A. Graf  
  Title: Chief Executive Officer  
       

  

 

(Back To Top)