Form 8-A12B newcleo plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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newcleo plc

(Exact Name of Registrant as Specified in Its Charter)

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55 South Audley Street

London, W1K 2QH

United Kingdom

(Address of Principal Executive Offices, including Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

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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.  ☒

 

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

333-297284

 

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

None.

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The description of the Ordinary Shares and the Warrants contained in the sections entitled “Description of Company Ordinary Shares” and “Description of Company Warrants,” respectively, and of the rights of holders of Ordinary Shares contained in the section entitled “Comparison of Rights of Company Shareholders and SPAC Shareholders” in the proxy statement/prospectus included in the Company’s Registration Statement on Form F-4 (File No. 333-297284), 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.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Registrant are registered on The Nasdaq Stock 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, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.