8-A12B 1 tm211594d1_8a12b.htm FORM 8-A12B

As filed with the Securities and Exchange Commission on January 11, 2021

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

MONUMENT CIRCLE ACQUISITION CORP.

(Exact Name of Registrant as specified in its charter)

Delaware

(State or other Jurisdiction

of Incorporation)

85-3252655

(I.R.S. Employer

Identification No.)

One EMMIS Plaza

40 Monument Circle, Suite 700

Indianapolis, IN 46204

(Address of principal executive office)

46204

(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 Class A common stock, $0.0001 par value, and one-half one redeemable warrant

Class A common stock, par value $0.0001 per share

Warrants, each exercisable for one Class A common stock at an exercise price of $11.50 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), 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 file number to which this form relates (if applicable): 333-251627

Securities to be registered pursuant to Section 12(g) of the Act: None.

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

The securities to be registered hereby are units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of Monument Circle Acquisition Corp. (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration Statement on Form S-1 (File No. 333- 251627), originally filed with the Securities and Exchange Commission on December 23, 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, as amended, and are incorporated herein by reference.

Exhibit Number		Description
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
3.2		Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
3.3		Form of Bylaws (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
10.3		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).
10.4		Form of Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333- 251627), filed with the Securities and Exchange Commission on December 23, 2020).

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.

	MONUMENT CIRCLE ACQUISITION CORP.

	By:	/s/ Ryan A. Hornaday
	Name:	Ryan A. Hornaday
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Date: January 11, 2021