SEC Form 8-A12B filed by Seaport Entertainment Group Inc.
$SEG
Services-Misc. Amusement & Recreation
Consumer Discretionary
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
Seaport Entertainment Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 99-0947924 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
199 Water Street, 28th Floor New York, New York | 10038 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which | |||||||
| to be so registered | each class is to be registered | |||||||
| Rights to purchase shares of Common Stock, $0.01 par value | NYSE American 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) 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: 333-279690
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the transferable subscription rights (the “Rights”) to purchase shares of common stock, $0.01 par value per share, of Seaport Entertainment Group Inc. (the “Registrant”), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended. The Registrant has applied to list the Rights on NYSE American LLC under the symbol “SEG RT.”
The description of the Rights to be registered hereunder set forth under the caption “The Rights Offering—Subscription Rights” in the prospectus that constitutes a part of the Registrant’s registration statement on Form S-1 (File No. 333-279690) initially filed with the SEC on May 24, 2024, as subsequently amended, is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement on Form 8-A.
Exhibit Number | Exhibit Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
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.
| SEAPORT ENTERTAINMENT GROUP INC. | ||||||||
| Date: September 18, 2024 | By: | /s/ Anton D. Nikodemus | ||||||
| Name: | Anton D. Nikodemus | |||||||
| Title: | Chief Executive Officer | |||||||