UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Address and Zip Code of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

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 or Regulation A offering statement file number to which this form relates (if applicable): N/A

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

EXPLANATORY NOTE:

This Amendment No. 1 amends the Form 8-A filed by the Registrant on July 10, 2020 for the purpose of clarifying that the Registrant is transferring its proposed application for listing of its common stock and warrants from the NYSE American, LLC to The Nasdaq Stock Market LLC.

Item 1. Description of Registrant’s Securities to be Registered.

This registration statement on Form 8-A registers the common stock, par value $0.0001 per share, and warrants of COMSovereign Holding Corp. (the “Company,” “we,” “us,” “our”) under Section 12(b) of the Securities Exchange Act of 1934, as amended, in connection with our proposed application for listing of our common stock and warrants on The Nasdaq Stock Market LLC.

We hereby incorporate by reference herein the description of our common stock and warrants set forth under the heading “Description of Securities” in our registration statement on Form S-1 (File No. 333-248490), originally filed with the Securities and Exchange Commission on August 28, 2020, as amended on December 17, 2020, and as may be further amended, including any amendment or report filed for the purpose of updating such description.

SIGNATURE

Pursuant to the requirements of Section l2 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.

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