Form: 8-A12B

Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

November 5, 2021

 

 

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

 

 

PERIMETER SOLUTIONS, SA

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Grand Duchy of Luxembourg   Not Applicable

(Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

12E rue Guillaume Kroll, L-1882 Luxembourg

Grand Duchy of Luxembourg

352 2668 62-1

(Address of principal executive offices)

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

Ordinary Shares, with a nominal value of $1.00 per share   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), 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:

333-259237

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 ordinary shares with a nominal value of $1.00 per share (the “Ordinary Shares”) of Perimeter Solutions, SA (the “Company”).

The description of the Ordinary Shares contained in the section entitled “Description of Holdco’s Securities” in the prospectus included in the Company’s Registration Statement on Form S-4 (File No. 333-259237), 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.

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 New York Stock Exchange 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.

 

PERIMETER SOLUTIONS, SA
By:  

/s/ Haitham Khouri

Name:   Haitham Khouri
Title:   Director

Dated: November 5, 2021