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

 

GREENLAND ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

British Virgin Islands		N/A
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)
Suite 906, Tower W1, Oriental Plaza, No. 1 East Chang’an Street Dongcheng District, Beijing People’s Republic of China		N/A
(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 Ordinary Share, one Right and one Warrant		The NASDAQ Stock Market LLC
Ordinary Shares, no par value		The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one Ordinary Share		The NASDAQ Stock Market LLC
Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable for $11.50 per share		The NASDAQ Stock Market LLC

 

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), 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), 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:		333-226001
		(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, rights exchangeable into one-tenth of one ordinary share and warrants to purchase ordinary shares of Greenland Acquisition Corporation (the “Company”). The description of the units, ordinary shares, rights 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. 333-226001) originally filed with the Securities and Exchange Commission on June 29, 2018, 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
3.1		Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
3.2		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
3.3		Form of Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.3 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.2		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.4		Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.5		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.5 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.6		Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.6 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
4.7		Form of Unit Purchase Option between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.7 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
10.1		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 16, 2018).
10.3		Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.7 filed with the Registrant’s Registration Statement on Form S-1/A (File No. 333-226001), filed with the Securities and Exchange Commission on July 19, 2018).

 

 

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,
	GREENLAND ACQUISITION CORPORATION
	By:	/s/ Yanming Liu
		Yanming Liu
		Chief Executive Officer

 

Dated: July 24, 2018