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

 

Jensyn Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   47-2150172
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
     
800 West Main Street,    
Freehold, New Jersey   07728
(Address of principal executive offices)   (Zip Code)
     
Securities to be registered pursuant to Section 12(b) of
the Act: 		   

 

Title of each class   Name of each exchange on which
to be so registered   each class is to be registered
Units, each consisting of one share of Common Stock,
one Right and one Warrant 		  The NASDAQ Stock Market LLC
     
Common Stock, par value $0.0001 per share   The NASDAQ Stock Market LLC
     
Rights, exchangeable into one-tenth of one share of
Common Stock 		  The NASDAQ Stock Market LLC
     
Warrants, exercisable for one-half of one share of
Common Stock 		  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), please check the following box.      x   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 (if applicable): 333-208159
 
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, common stock, rights and warrants of Jensyn Acquisition Corp. (the “Registrant”). The description of the units, common stock, rights and warrants contained under the heading “Description of Securities” in the registration statement initially filed with the Securities and Exchange Commission on November 23, 2015 (File No. 333-208159), as amended from time to time (the “Registration Statement”) to which this Form 8-A relates is incorporated herein by reference. 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
     
1.1   Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 22, 2016).
     
3.2   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 22, 2016).
     
3.3   Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on November 23, 2015).
     
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on  November 23, 2015).
     
4.2   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on November 23, 2015).
     
4.3   Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on November 23, 2015).
     
4.4   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on November 23, 2015).
     
4.5   Form of Warrant Agreement by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 5, 2016).
     
4.6   Form of Unit Purchase Option by and between Chardan Capital Markets, LLC and the Registrant (incorporated by reference to Exhibit 4.6 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 22, 2016).
     
4.7   Form of Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 5, 2016).

 

 

 

 

10.3   Form of Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 5, 2016).
     
10.4   Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and Jensyn Capital LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on  November 23, 2015).
     
10.5   Form of Registration Rights Agreement by and between the Registrant and Jensyn Capital LLC (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208159), filed with the Securities and Exchange Commission on February 25, 2016).

 

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, thereunto duly authorized.

 

Date: March 1, 2016

 

  JENSYN ACQUISITION CORP.  
       
  By: /s/ Jeffrey J. Raymond  
    Name:  Jeffrey J. Raymond  
    Title: President, Chief Executive Officer
and Director 		 

 

[Signature Page to Form 8-A]