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
FELLAZO
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Cayman
Islands |
|
N/A |
(State
of Incorporation or Organization) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
Jinshan
Building East, Unit 1903
568
Jinshan West Road
Yong
Kang City, Zhejiang Province
People’s
Republic of China |
|
321300 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
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 Ordinary Share, one Right and one Warrant |
|
The
NASDAQ Stock Market LLC |
|
|
|
Ordinary
Shares, par value $0.0001 per share |
|
The
NASDAQ Stock Market LLC |
|
|
|
Rights,
exchangeable into one-tenth of one Ordinary Share |
|
The
NASDAQ Stock Market LLC |
|
|
|
Warrants,
each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable for $11.50 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. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: |
|
333-226001 |
|
|
(If
applicable) |
Securities
to be registered pursuant to Section 12(g) of the Act:
| Item
1. | Description
of Registrant’s Securities to be Registered. |
The
securities to be registered hereby are the units, ordinary shares, rights exchangeable into one-tenth of one ordinary share and
warrants to purchase ordinary shares of Fellazo Inc. (the Company”). The description of the units, ordinary shares,
rights 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. 333-231654) originally filed with the Securities and Exchange Commission
on May 22, 2019, 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.
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 |
|
Amended and Restated Memorandum and Articles of Association, as amended on March 29, 2019. (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231654), filed with the Securities and Exchange Commission on May 22, 2019). |
3.2 |
|
Form of Amended and Restated Memorandum and Articles of Association. (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231654), filed with the Securities and Exchange Commission on May 22, 2019). |
4.1 |
|
Specimen
Unit Certificate. (incorporated by reference to Exhibit 4.1 filed with the Amendment No. 2 to the Registration Statement on
Form S-1 (File No. 333-231654), filed with the Securities and Exchange Commission on May 22, 2019). |
4.2 |
|
Specimen Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231654), filed with the Securities and Exchange Commission on May 22, 2019). |
4.3 |
|
Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-231654), filed with the Securities and Exchange Commission on May 22, 2019). |
4.4 |
|
Specimen Right Certificate. (incorporated by reference to Exhibit 4.4 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
4.5 |
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 4.5 filed with the Amendment No. 3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 17, 2019). |
4.6 |
|
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 4.6 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
10.1 |
|
Form of Letter Agreement among the Registrant and its officers, directors and Swipy Ltd. (incorporated by reference to Exhibit 10.2 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
10.2 |
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 10.3 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
10.3 |
|
Form of Registration Rights Agreement between the Registrant and certain security holders. (incorporated by reference to Exhibit 10.4 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
10.4 |
|
Form of Unit Purchase Option between the Registrant and Maxim Group LLC. (incorporated by reference to Exhibit 10.9 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
10.5 |
|
Form
of Escrow Agreement by and among Continental Stock Transfer & Trust Company, the officers and directors of the Registrant
and Swipy Ltd. (incorporated by reference to Exhibit 10.10 filed with the Amendment No. 2 to the Registrant’s Registration
Statement on Form S-1/A (File No. 333-231654), filed with the Securities and Exchange Commission on July 12, 2019). |
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, |
|
|
|
Fellazo,
Inc. |
|
|
|
|
By: |
/s/
Nicholas Ting Lun Wong |
|
|
Nicholas
Ting Lun Wong |
|
|
Chief
Executive Officer |
Dated:
July 24, 2019
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