0001104659-20-113466.txt : 20201008 0001104659-20-113466.hdr.sgml : 20201008 20201008170744 ACCESSION NUMBER: 0001104659-20-113466 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201008 DATE AS OF CHANGE: 20201008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 5:01 Acquisition Corp. CENTRAL INDEX KEY: 0001823465 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 852790755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39612 FILM NUMBER: 201231465 BUSINESS ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-993-8570 MAIL ADDRESS: STREET 1: 501 SECOND STREET, SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 8-A12B 1 tm2030399-6_8a12.htm FORM 8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

5:01 Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		85-2790755
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

501 Second Street, Suite 350 San Francisco, CA		94107
(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 so registered		Name of exchange on which each class is to be registered
Class A Common Stock, $0.0001 par value per share		The Nasdaq Capital 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) or (e), 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) or (e), check the following. ¨

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 the form relates: 333-249036

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 Class A common stock, par value $0.0001 per share, of 5:01 Acquisition Corp. (the “Registrant”). The Registrant hereby incorporates by reference the description of its Class A common stock to be registered hereunder contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-249036), as originally filed with the Securities and Exchange Commission (the “Commission”) on September 25, 2020, as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Capital Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	5:01 ACQUISITION CORP.

Date: October 8, 2020

	By:	/s/ Andrew J. Schwab
		Andrew J. Schwab
		Co-Chief Executive Officer