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

Group Nine Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	85-3841363
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
568 Broadway, Floor 10, New York, New York	10012
(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 share of Class A Common Stock, and one-third of one redeemable Warrant	NASDAQ Capital Markets
Class A Common Stock, par value $0.0001 per share	NASDAQ Capital Markets
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	NASDAQ Capital Markets

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), 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 file number to which this form relates:

333-251560

(If applicable)

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, Class A common stock and warrants to purchase shares of Class A common stock of Group Nine Acquisition Corp. (the “Company”). The description of the units, Class A 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. 333-251560) initially filed with the U.S. Securities and Exchange Commission on December 21, 2020, 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
1.1	Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 11, 2021).

3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

3.2 Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

3.3 Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

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 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

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 the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

10.2   Form of Registration Rights Agreement among the Company and certain security holders (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-251560), filed with the Securities and Exchange Commission on January 6, 2021).

2

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,
GROUP NINE ACQUISITION CORP.
By:	/s/ Sean Macnew
	Sean Macnew
	Chief Financial Officer and Secretary

Dated: January 14, 2021

[Signature Page to Form 8-A]