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
BOXWOOD MERGER CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 83-0808563 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
|
1112 Montana Avenue, Suite 901 Santa Monica, CA |
90403 | |
| (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- 228018 | ||
| (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 Class A Common Stock and one Warrant | The NASDAQ Stock Market LLC | |
| Class A Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC | |
|
Warrants, each whole warrant exercisable
for one share of Class A Common Stock at
|
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, Class A common stock and warrants to purchase shares of Class A common stock of Boxwood Merger Corp. (the “ Company ”). The description of the units, Class A common stock 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. 333-228018) filed with the Securities and Exchange Commission on October 26, 2018, 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 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-228018), filed with the Securities and Exchange Commission on October 26, 2018) (the “Registration Statement”). | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement). | |
| 3.3 | Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement, filed with the Securities and Exchange Commission on November 9, 2018) (Amendment No. 1). | |
| 3.4 | Form of Amended and Restated Bylaws (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 Class A 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 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 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 10.3 to Amendment No. 1). | |
| 10.2 | Form of Registration Rights Agreement among the Company and the Initial Stockholders (incorporated by reference to Exhibit 10.4 to Amendment No. 1). |
2
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, | ||
| BOXWOOD MERGER CORP. | ||
| By: | /s/ Stephen M. Kadenacy | |
| Stephen M. Kadenacy | ||
| Chief Executive Officer | ||
Dated: November 14, 2018
[ Signature Page to Form 8-A ]