8-A12B 1 d12479d8a12b.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 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

RedBall Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   N/A
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

667 Madison Avenue, 16th Floor

New York NY

  10065
(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

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share 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.  ☒

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:

333-240138

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, Class A ordinary shares, par value $0.0001 per share, and warrants to purchase Class A ordinary shares of RedBall Acquisition Corp. (the “Registrant”). The description of the units, Class A ordinary shares 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. 333-240138), originally filed with the U.S. Securities and Exchange Commission on July 28, 2020, 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 and are incorporated herein by reference:

 

3.1

Memorandum and Articles of Association, adopted by special resolution dated June 10, 2020 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on July 28, 2020).

 

3.2

Form of Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on August 6, 2020).

 

4.1

Specimen  Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S.  Securities and Exchange Commission on July 28, 2020).

 

4.2

Specimen  Ordinary Share Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the  U.S. Securities and Exchange Commission on July 28, 2020).

 

4.3

Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on July 28, 2020).

 

4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on July 28, 2020).

 

10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on July 28, 2020).

 

10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, RedBall SponsorCo LP and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-240138), filed with the U.S. Securities and Exchange Commission on July 28, 2020).


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.

 

 

REDBALL ACQUISITION CORP.

Date: August 11, 2020  

By:

  /s/ David Grochow
   

Name: David Grochow

   

Title: Chief Financial Officer