8-A12B 1 tv489109_8a12b.htm 8-A12B

 

 

U.S. 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

 

TERRAPIN 4 ACQUISITION CORPORATION

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   82-1710140
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     

2655 South Le Jeune Road, Suite 550

Coral Gables, FL

  33134
(Address of Principal Executive Offices)   (Zip Code)

  

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), please 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), please check the following box.     ¨

 

Securities Act registration statement file number to which this form relates:   333-223168  
    (If applicable)  

 

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 Warrant

  The NASDAQ Stock Market LLC
     
Class A Common Stock, par value $0.0001 per share   The NASDAQ Stock Market LLC

 

Warrants, each warrant exercisable for one share of

Class A Common Stock at an exercise price of $11.50

 

 

The NASDAQ Stock Market LLC

 

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

 

N/A
(Title of Class)

  

 

 

 

 

 

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

 

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase shares of Class A common stock of Terrapin 4 Acquisition Corporation (the “Company”). The description of the units, Class A common stock and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-223168) filed with the Securities and Exchange Commission on February 23, 2018, as amended from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is 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 No.   Description
 3.1    Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-223168), filed with the Securities and Exchange Commission on March 19, 2018) (the “Amended Registration Statement”).
     
 3.2   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Amended Registration Statement).
     
3.3   By-laws (incorporated by reference to Exhibit 3.3 to the Amended Registration Statement).
     
 4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Amended Registration Statement).
     
 4.2    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Amended Registration Statement).
     
 4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Amended Registration Statement).
     
 4.4    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Amended Registration Statement).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Amended Registration Statement).
     
10.2   Form of Registration Rights Agreement among the Company and the Initial Stockholders (incorporated by reference to Exhibit 10.4 to the Amended Registration Statement).

 

 

 

 

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.

 

  Very truly yours,
   
  TERRAPIN 4 ACQUISITION CORPORATION
   
     
  By:   /s/ Nathan Leight
    Nathan Leight
    Chief Executive Officer

 

Dated: March 22, 2018