8-A12B 1 f8a12b16_stellaracqu.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 

 

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

 

STELLAR ACQUISITION III INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Republic of the Marshall Islands   N/A
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)
     
 90 Kifissias Avenue
Maroussi,
Athens, Greece
  15125
(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) or (e), 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) or (e), check the following boxo

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:   333-212377
    (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 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 and warrants to purchase shares of common stock of Stellar Acquisition III Inc. (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- 212377) filed with the Securities and Exchange Commission on June 30, 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 herein by reference.

 

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    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-212377), filed with the Securities and Exchange Commission on June 30, 2016).
     
3.2   Amended Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-212377), filed with the Securities and Exchange Commission on June 30, 2016).
     
 3.3   Form of Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on August 15, 2016).
     
3.4   Bylaws (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-212377), filed with the Securities and Exchange Commission on June 30, 2016).  
     
 4.1    Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on July 28, 2016).
     
 4.2    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on July 28, 2016).
     
 4.3    Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on July 28, 2016).
     
 4.4    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on July 28, 2016).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on August 15, 2016).
     
10.2   Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-212377), filed with the Securities and Exchange Commission on July 28, 2016).

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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,
   
  STELLAR ACQUISITION III INC.
     
  By: /s/ Prokopios (Akis) Tsirigakis
    Prokopios (Akis) Tsirigakis
    Chief Executive Officer

 

Dated: August 18, 2016

 

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