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
ATLANTIC ALLIANCE PARTNERSHIP CORP.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | N/A | |
| (State of incorporation or organization) | (I.R.S. employer identification no.) |
590 Madison Avenue
New York, NY 10022
(Address of principal executive offices)
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 | |
| Ordinary Shares, no par value per share | 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.☒
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:333-202235
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 ordinary shares, no par value per share, of Atlantic Alliance Partnership Corp. (the “Company”). The description of the ordinary shares contained in the section entitled “Description of Securities” in the Company’s prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-202235) filed with the Securities and Exchange Commission on February 23, 2015, as thereafter amended and supplemented 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 | Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202235), filed with the Securities and Exchange Commission on February 23, 2015). | |
| 3.2 | Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202235), filed with the Securities and Exchange Commission on April 9, 2015). | |
| 4.1 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202235), filed with the Securities and Exchange Commission on April 9, 2015). | |
| 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. 333-202235), filed with the Securities and Exchange Commission on April 9, 2015). | |
| 10.4 | Form of Registration Rights Agreement between the Registrant and securityholders (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1(File No. 333-202235), filed with the Securities and Exchange Commission on April 9, 2015). |
| 2 |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Very truly yours, | ||
| ATLANTIC ALLIANCE PARTNERSHIP CORP. | ||
| By: | /s/ Jonathan Mitchell | |
| Jonathan Mitchell | ||
| Chief Financial Officer | ||
Dated: April 27, 2015
3
