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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAINZ BIOMED B.V.*
(Exact name of registrant as specified in its charter)
| The Netherlands | N/A | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
Robert Koch Strasse 50
Mainz, Germany |
55129 | |
| (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 |
|
| Ordinary Shares, €0.01 par value | 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 upon filing 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 upon filing pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: File No. 333-260176 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
| None | ||
| (Title of Class) |
| * | We intend to convert the legal form of our company under Dutch law from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public company with limited liability (naamloze vennootschap) and to change our name from Mainz Biomed B.V. to Mainz Biomed N.V. prior to the consummation of the offering contemplated in the prospectus included in our Registration Statement on Form F-1 (Registration No. 333-260176). |
INFORMATION INCLUDED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Mainz Biomed B.V. (the “Registrant”) hereby registers its ordinary shares, €0.01 par value ("Common Shares") pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The description of the Ordinary Shares contained in the sections entitled "Securities Eligible for Future Sale" and “Notice of Articles and Articles of Our Company” in the Registrant's prospectus forming part of its Registration Statement on Form F-1 (File No. 333-260176), as initially filed publicly with the U.S. Securities and Exchange Commission (the "Commission") on October 12, 2021, and as thereafter amended, to which this Form 8-A relates, is incorporated by herein by reference. Copies of such description will be filed with The Nasdaq Stock Market LLC.
Item 2. Exhibits.
No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.
1
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.
| Dated: November 3, 2021 | MAINZ BIOMED B.V. |
| /s/ William J. Caragol | |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
2