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

 

 

MATLIN & PARTNERS ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   81-1847117
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     
585 Weed Street
New Canaan, CT 		  06840
(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.  o

 

Securities Act registration statement file number to which this form relates:  

333-216076

    (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-half of one share of Class A
Common Stock at an exercise price of $5.75 per half share 		  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 and warrants to purchase shares of Class A common stock of Matlin & Partners 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. 333-216076) filed with the Securities and Exchange Commission on February 15, 2017, 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 to the Company’s Registration Statement on Form S-1 (File No. 333-216076), filed with the Securities and Exchange Commission on February 15, 2017) (the “Registration Statement”).
     
3.2   Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement).
     
 3.3   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registration Statement).
     
3.4   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement).
     
 4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement).
     
 4.2    Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement).
     
 4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the 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 Registration Statement).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 to the Registration Statement).
     
10.2   Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.4 to the 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,  
     
  MATLIN & PARTNERS ACQUISITION CORPORATION
       
  By:   /s/ David J. Matlin  
    David J. Matlin  
    Chief Executive Officer  

 

Dated: March 7, 2017