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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Air T, Inc. |
Air T Funding |
(Exact Name of Registrant as Specified in Its Charter) |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware |
Delaware |
(State of Incorporation or organization) |
(State of Incorporation or organization) |
52-1206400 |
83-6651478 |
(I.R.S. Employer Identification no.) |
(I.R.S. Employer Identification no.) |
5930 Balsom Ridge Road |
5930 Balsom Ridge Road |
Denver, North Carolina |
Denver, North Carolina |
(Address of Principal Executive Offices) |
(Address of Principal Executive Offices) |
28037 |
28037 |
(Zip Code) |
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which |
to be so registered |
each class is to be registered |
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Air T Funding 8% Cumulative Capital Securities |
NASDAQ Global Market |
(also known as Alpha Income Trust Preferred Securities) | |
(and the Guarantee by Air T, Inc. with respect thereto) |
|
Air T Funding Warrants |
NASDAQ Global Market |
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. ☑
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 box. ☐
Securities Act registration statement file number to which this form relates: 333-228485, 333-228485-01 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable
Item 1. Description of Registrant’s Securities to be Registered.
*8% Cumulative Capital Securities (also known as Alpha Income Trust Preferred Securities)
The information relating to the 8% Cumulative Capital Securities of Air T Funding (the “Trust”) and Air T, Inc. (the “Company”) (the Trust and the Company are referred to herein as the “Registrants”) required by Item 202 of Regulation S-K is hereby incorporated by reference to the information presented under the captions “Description of Capital Securities,” “Description of the Guarantee,” “Description of the Junior Subordinated Debentures,” and “Relationship among the Capital Securities, the Junior Subordinated Debentures and the Guarantee” in the prospectus included in the Registration Statement on Form S-1 (Registration No.’s 333-228485 and 333-228485-01) filed with the Commission on November 20, 2018, as amended by amendments on Form S-1/A filed with the Commission on January 22, 2019 and May 28, 2019 (collectively, the “Registration Statement”), and a Prospectus Supplement that is expected to be filed pursuant to Rule 424(b) under the Securities Act of 1933, each of which are deemed to be incorporated by reference herein.
*Warrants to purchase 8% Cumulative Capital Securities
The information relating to the Warrants of the Registrants required by Item 202 of Regulation S-K is hereby incorporated by reference to the information presented under the captions “Plan of Distribution” and “Description of Warrants” in the prospectus included in the Registration Statement.
Item 2. Exhibits.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized.
Dated: June 4, 2019
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AIR T, INC. |
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By: |
/s/ Nick Swenson |
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Nick Swenson, Chief Executive Officer |
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AIR T FUNDING | ||
By: | AIR T, INC., as Depositor | |
By: | /s/ Nick Swenson | |
Nick Swenson, Chief Executive Officer |