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 (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

REPLAY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands

 

N/A

(State of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

767 Fifth Avenue, 46th Floor
New York, New York

 

10153

(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 Ordinary Share and one-half of one Warrant

 

The New York Stock Exchange

 

 

 

Ordinary Shares, par value $0.0001 per share

 

The New York Stock Exchange

 

 

 

Warrants, each whole warrant exercisable for one Ordinary Share at
an exercise price of $11.50

 

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.   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 box.   o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

 

333-230347

 

 

(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, ordinary shares and warrants to purchase ordinary shares of Replay Acquisition Corp. (the “Company”). The description of the units, ordinary shares 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. 333-230347) filed with the Securities and Exchange Commission on March 15, 2019 (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 and are incorporated herein by reference:

 

Exhibit No.

 

Description

3.1

 

Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

3.2

 

Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

4.1

 

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

4.2

 

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

4.3

 

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

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 Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

10.1

 

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

 

 

10.2

 

Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-230347), filed with the Securities and Exchange Commission on March 15, 2019).

 

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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,

 

 

 

REPLAY ACQUISITION CORP.

 

 

 

 

 

By:

/s/ Edmond Safra

 

 

Name:

Edmond Safra

 

 

Title:

Co-Chief Executive Officer

 

 

 

 

 

By:

/s/ Gregorio Werthein

 

 

Name:

Gregorio Werthein

 

 

Title:

Co-Chief Executive Officer

 

Dated: April 3, 2019

 

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