8-A12B 1 s104623_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

 

 

 

EAGLELINE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware 36-4837840
(State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
   
595 East Lancaster Avenue, Suite 300  
Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)

 

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

 

Title of Each Class   Name of Each Exchange on Which
to be Registered   Each Class is to be Registered
Units, each consisting of one share of Class A
Common Stock and one-half of one Warrant		   The NASDAQ Stock Market LLC
     
Class A Common Stock,   The NASDAQ Stock Market LLC
par value $0.0001 per share  
     
Warrants, each exercisable for one   The NASDAQ Stock Market LLC
share of Class A Common Stock at an exercise  
price of $11.50 per share  

  

 

 

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 file number to which this form relates: 333-214091

 

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 units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock, of Eagleline Acquisition 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 part of its Registration Statement on Form S-1 (File No. 333-214091), originally filed with the Securities and Exchange Commission on October 14, 2016, 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
No.		   Description
     
3.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
3.2   Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
3.3   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
3.4   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
4.2   Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).

  

4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).

 

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Exhibit
No.		   Description
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).
     
10.2   Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214091), filed with the Securities and Exchange Commission on October 28, 2016).

  

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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.

 

  EAGLELINE ACQUISITION CORP.
   
Date: November 10, 2016 By:

/s/ Joseph L. Fox

  Name: Joseph L. Fox
  Title: President and Director

 

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