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
AR Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 47-1434549 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 405 Park Avenue — 2nd Floor | ||
| New York, New York | 10022 | |
| (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 and one-half of one Warrant | The NASDAQ Stock Market LLC | |
| Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC | |
| Warrants, exercisable for 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. ý | 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): 333-198014 |
| 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 and warrants to purchase common stock of AR Capital Acquisition Corp. (the “Registrant”). The description of the units, common stock and warrants to purchase common stock contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), as amended (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. 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 | |
| 3.2 | Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
3.3
4.1 | Form of Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on August 11, 2014).
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
| 4.2 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
| 4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
| 4.4 | Form of Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 24, 2014). | |
10.3 |
Form of Investment Management Trust Agreement 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. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
| 10.4 | Form of Registration Rights Agreement by and among the Registrant, AR Capital, LLC, and the individuals party thereto (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 9, 2014). | |
10.8 |
Form of Securities Escrow Agreement by and among the Registrant, AR Capital, LLC, David Gong, P. Sue Perrotty, Dr. Robert J. Froehlich and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198014), filed with the Securities and Exchange Commission on September 24, 2014). |
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:September 30, 2014
| AR CAPITAL ACQUISITION CORP. | |||
| By: | /s/ William M. Kahane | ||
| Name: William M. Kahane | |||
| Title: Chief Executive Officer | |||
[Signature Page to Form 8-A]