SEC Form 8-A12B filed by Gen Digital Inc.

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 (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Gen Digital Inc.

(Exact name of registrant as specified in its charter)

 

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60 E. Rio Salado Parkway, Suite 1000

Tempe, AZ 85281

(Address of principal executive offices, and Zip Code)

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

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 (if applicable): 333 – 284654

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

As previously announced, on December 10, 2024, Gen Digital Inc., a Delaware corporation (“Gen Digital”), and Maverick Group Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Gen Digital (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MoneyLion Inc., a Delaware corporation (“MoneyLion”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into MoneyLion (the “Merger”), with MoneyLion surviving the Merger as a wholly owned subsidiary of Gen Digital.

 

In accordance with terms of the Merger Agreement, upon completion of the Merger, Gen Digital and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, will enter into a Contingent Value Rights Agreement that will govern the contingent value rights (“Contingent Value Rights”) to be issued by Gen Digital as part of the consideration for the Merger.

The description of the Contingent Value Rights included under the caption “Description of the CVRs” contained in Amendment No. 1 to the registration statement on Form S-4 (File No. 333-284654), including any subsequent amendments thereto, filed by Gen Digital on March 3, 2025 pursuant to the Securities Act of 1933, as amended, is hereby incorporated by reference.

 

The following exhibit is incorporated herein by reference:

SIGNATURES

 

Pursuant to the requirements of Section l2 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.

 

 

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