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
PIVOTAL INVESTMENT CORPORATION II
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 83-4109918 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(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 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-third of one redeemable warrant | New York Stock Exchange | |||||||||
Class A common stock, par value $0.0001 per share | New York Stock Exchange | |||||||||
Redeemable warrants, each whole warrant exercisable for shares of 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), please 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), please check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-232019
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are the units, Class A common stock and redeemable warrants of Pivotal Investment Corporation II (the Company ). The description of the units, Class A common stock and warrants contained under the heading Description of Securities in the registration statement initially filed with the Securities and Exchange Commission on June 7, 2019, as amended from time to time (File No. 333-232019) (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 are subsequently filed are hereby also incorporated by reference herein.
Item 2. Index to Exhibits.
3.1 | Certificate of Incorporation (included in the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 7, 2019). | |
3.2 | Form of Amended and Restated Certificate of Incorporation (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
3.3 | Bylaws (included in the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 7, 2019). | |
4.1 | Specimen Unit Certificate (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
4.2 | Specimen Common Stock Certificate (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
4.3 | Specimen Warrant Certificate (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
4.4 | Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
10.2 | Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). | |
10.4 | Form of Registration Rights Agreement (included in Amendment No. 1 to the Registrants Registration Statement on Form S-1, File No. 333-232019, filed on June 13, 2019). |
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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.
PIVOTAL INVESTMENT CORPORATION II | ||||||
Date: July 10, 2019 | By: | /s/ Jonathan J. Ledecky | ||||
Jonathan J. Ledecky | ||||||
Chief Executive Officer |
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