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
MARQUEE RAINE ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | 98-1566891 | |
(State or other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
65 East 55th Street, 24th Floor New York, NY |
10022 | |
(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 Class A ordinary share and one-fourth of one Warrant | The Nasdaq Stock Market LLC | |
Class A ordinary shares, par value $0.0001 per share | The Nasdaq Stock Market LLC | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | The Nasdaq Stock Market LLC |
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. ☒
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:
333-250997
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and redeemable warrants to purchase Class A ordinary shares, of Marquee Raine Acquisition Corp. (the Registrant). The description of the units, Class A ordinary shares and redeemable warrants set forth under the heading Description of Securities in the Registrants prospectus forming part of its Registration Statement on Form S-1 (File No. 333-250997), originally filed with the Securities and Exchange Commission on November 27, 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
No. |
Description | |
3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 2020). | |
3.2 | Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 2020). | |
3.3 | Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.3 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 2020). | |
4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on December 9, 2020). | |
4.2 | Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 2020). | |
4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 2020). | |
4.4 | Form of Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 filed with Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on December 9, 2020). | |
10.1 | Form of Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 filed with Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on December 9, 2020). | |
10.2 | Form of Registration Rights Agreement between the Registrant, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.4 filed with the Registrants Registration Statement on Form S-1 (File No. 333-250997), filed with the Securities and Exchange Commission on November 27, 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.
MARQUEE RAINE ACQUISITION CORP. | ||||||
Date: December 11, 2020 | By: |
/s/ Joseph Beyrouty |
||||
Name: Joseph Beyrouty | ||||||
Title: Chief Financial Officer |