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

 

TORTOISE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

 

Delaware   83-2538002
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

452 Fifth Avenue, 14th Floor
New York, NY 		  10018
(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 so 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-half of one warrant   New York Stock Exchange
Class A common stock, par value $0.0001 per share   New York Stock Exchange
Warrants, each whole warrant exercisable for one share 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) or (e), please check the following box. ☐

 

Securities Act registration statement file number to which this form relates (if applicable): 333-229537

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1.

Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock of Tortoise Acquisition Corp. (the “ Registrant ”). The description of the units, Class A common stock and warrants to purchase common stock contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), originally filed with the Securities and Exchange Commission on February 6, 2019, as thereafter amended and supplemented from time to time (the “ Registration Statement ”), to which this Form 8-A relates is incorporated by reference herein. In addition, any description of such securities contained in a form of prospectus or prospectus supplement relating to the Registration Statement subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits

 

Exhibit No.   Description
3.2   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 6, 2019).
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 6, 2019).
4.2   Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 6, 2019).
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 6, 2019).
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 (File No. 333-229537), filed with the Securities and Exchange Commission on February 15, 2019).
10.3   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 6, 2019).
10.4   Form of Registration Rights Agreement among the Registrant, Tortoise Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-229537), filed with the Securities and Exchange Commission on February 15, 2019).

 

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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.

 

  Tortoise Acquisition Corp.
     
Date: February 27, 2019 By: /s/ Vincent T. Cubbage
  Name:  Vincent T. Cubbage
  Title: Chief Executive Officer

 

 

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