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