0001144204-16-107233.txt : 20160607 0001144204-16-107233.hdr.sgml : 20160607 20160607103921 ACCESSION NUMBER: 0001144204-16-107233 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160607 DATE AS OF CHANGE: 20160607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M III Acquisition Corp. CENTRAL INDEX KEY: 0001652362 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 474787177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-37796 FILM NUMBER: 161700288 BUSINESS ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-716-1494 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 8-A12B 1 v440521_8a12b.htm 8-A12B

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

M III ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		47-4787177
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3 Columbus Circle 15th Floor New York, NY		10019
(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. 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. o

Securities Act registration statement file number to which this form relates:		333- 210817
		(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 and one Warrant		The NASDAQ Stock Market LLC

Common Stock, par value $0.0001 per share		The NASDAQ Stock Market LLC

Warrants, each exercisable for one-half of one share of Common Stock at an exercise price of $5.75 per half share		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 and warrants to purchase shares of common stock of M III Acquisition Corp. (the “Company”). The description of the units, 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- 210817) filed with the Securities and Exchange Commission on April 19, 2016, 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. 333-210817), filed with the Securities and Exchange Commission on April 19, 2016).

3.2		Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

3.3		Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on April 19, 2016).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

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 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 2016).

10.2		Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-210817), filed with the Securities and Exchange Commission on May 2, 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, thereto duly authorized.

	Very truly yours,

	M III ACQUISITION CORP.CORP.

	By:	/s/ Mohsin Y. Meghji
		Mohsin Y. Meghji
		Chief Executive Officer

Dated: June 7, 2016