UNITED STATES

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

 

 

 

Fusion Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware    85-0849243
 (State of incorporation or organization)     (I.R.S. Employer Identification No.)
     

375 Park Avenue

Suite 2607

New York, NY 10152

10152 
(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 each exchange on which

each class is to be registered

Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant   The New York Stock Exchange
     
Class A common stock, par value $0.0001 per share   The New York Stock Exchange
     
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   The New York Stock Exchange

 

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. ☐

 

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: 333-239023

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock of Fusion Acquisition Corp. (the “Registrant”). The description of the units, Class A common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-239023), originally filed with the U.S. Securities and Exchange Commission on June 8, 2020, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference: 

 

3.1   Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 8, 2020).
     
3.2   Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).
     
3.3   Second Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 24, 2020).
     
3.4   Form of Third Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 24, 2020).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).
     
4.2   Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s to Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 23, 2020).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).
     
10.2   Form of Registration Rights Agreement among the Registrant, Fusion Sponsor LLC and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-239023), filed with the U.S. Securities and Exchange Commission on June 22, 2020).

 

1

 

 

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, thereto duly authorized.

 

 

  FUSION ACQUISITION CORP.
     
Date: June 25, 2020 By: /s/ John James
    Name: John James
    Title: Chief Executive Officer and Director

 

 

 

2