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

 

PENSARE ACQUISITION CORP.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   81-2402421
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     

1720 Peachtree Street

Suite 629
Atlanta, GA

  30309
(Address of Principal Executive Offices)   (Zip Code)

  

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), please check the following box.   ☐

 

Securities Act registration statement file number to which this form relates:   333- 219162  
    (If applicable)  

 

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 share of Common Stock, one Right and one Warrant   The NASDAQ Stock Market LLC
     
Common Stock, par value $0.001 per share   The NASDAQ Stock Market LLC
     
Rights, exchangeable into one-tenth of one share of Common Stock   The NASDAQ Stock Market LLC

 

Warrants, each whole warrant exercisable for one share of Common Stock at
an exercise price of $11.50

 

 

The NASDAQ Stock Market LLC

 

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

 

N/A
(Title of Class)

 

 

 

 

 

 
 

 

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

 

The securities to be registered hereby are the units, common stock, rights exchangeable into one-tenth of one share of common stock and warrants to purchase shares of common stock of Pensare Acquisition Corp. (the “ Company ”). The description of the units, common stock, rights and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-219162) filed with the Securities and Exchange Commission on July 6, 2017, as amended from time to time (the “ Registration Statement ”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is 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 and amendments thereto (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-219162), filed with the Securities and Exchange Commission on July 6, 2017) (the “Registration Statement”).
     
 3.2   Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement).
     
3.3   By-laws (incorporated by reference to Exhibit 3.3 to the Registration Statement).
     
3.4   Amended and Restated By-laws (incorporated by reference to Exhibit 3.4 to the Registration Statement).
     
 4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement).
     
 4.2    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement).
     
 4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement).
     
 4.4    Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement).
     
 4.5    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.5 to the Registration Statement).
     
 4.6    Form of Unit Purchase Option (incorporated by reference to Exhibit 4.6 to the Registration Statement).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Registration Statement).
     
10.2   Form of Stock Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and the Initial Stockholders (incorporated by reference to Exhibit 10.3 to the Registration Statement).
     
10.3   Form of Registration Rights Agreement among the Company and the Initial Stockholders (incorporated by reference to Exhibit 10.4 to the Registration Statement).
     
10.4   Form of Right Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement).

 

 

 
 

 

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.

 

  Very truly yours,
   
  PENSARE ACQUISITION CORP.
   
     
  By:   /s/ Darrell J. Mays
    Darrell J. Mays
    Chief Executive Officer

 

Dated: July 26, 2017