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

 

One Madison Corporation
(Exact name of registrant as specified in its charter)

 

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

3 East 28th Street, 8th Floor

New York, New York

  10016
(Address of principal executive offices)   (Zip Code)
     
Securities to be registered pursuant to Section 12(b) of the Act:    
     

Title for 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-half of one Warrant 		  New York Stock Exchange  
     
Class A Ordinary Shares, par value $0.0001 per share   New York Stock Exchange
     
Warrants, each whole warrant exercisable for one Class A
Ordinary Share 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), 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 (if applicable): 333- 220956

 

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 One Madison Corporation (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. 333-220956), originally filed with the U.S. Securities and Exchange Commission on October 13, 2017, 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:

 

Exhibit
No. 

 

Description 

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, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
4.2   Specimen Ordinary Share Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
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, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
10.2   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, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).
     
10.3   Form of Registration Rights Agreement among the Registrant, One Madison Group LLC and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the U.S. Securities and Exchange Commission on January 5, 2018).

 

 

 

 

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, thereunto duly authorized.

 

Date: January 17, 2018

 

  ONE MADISON CORPORATION
   
  By:  /s/ Omar M. Asali
    Name:  Omar M. Asali
    Title: Chairman and Chief Executive Officer