Form 8-A12B/A Nova Minerals Ltd

July 16, 2024 4:53 PM EDT

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A/A

(Amendment No. 1)

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

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

SECURITIES EXCHANGE ACT OF 1934

 

NOVA MINERALS LIMITED

(Exact name of registrant as specified in its charter)

 

Australia   Not applicable
(State or other jurisdiction of
incorporation or organization
 

(I.R.S. Employer

Identification No.)

 

Suite 5, 242 Hawthorn Road,

Caulfield, Victoria Australia

  3161
(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
American Depositary Shares, each representing 60 Ordinary Shares, no par value per share   The Nasdaq Stock Market LLC
Ordinary Shares, no par value per share*   N/A
Warrants, each whole warrant exercisable to purchase one American Depositary Share   The Nasdaq Stock Market LLC

 

*

Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the Securities and Exchange Commission

 

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: 333-278695

 

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

 

 

 

   
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Nova Minerals Limited’s (the “Company” or the “Registrant”) Form 8-A, filed with the Securities and Exchange Commission on June 14, 2024 (the “Original Filing”), amends and restates in its entirety the Original Filing. The Original Filing never became effective as the Registration Statement referred to under Item 1 below had not yet been declared effective.

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of (i) American Depositary Shares of the Company, as included under the caption “Description of American Depositary Shares” and (ii) the warrants of the Company, as included under the caption “Description of Securities we are Offering – Warrants Included in the Units” each in the prospectus forming a part of the Registration Statement on Form F-1, as amended (Registration No. 333-278695) (the “Registration Statement”), filed under the Securities Act of 1933, as amended (the “Securities Act”), is incorporated by reference herein. In addition, any description of such securities contained in a form of prospectus relating to the Registration Statement subsequently filed by the Company pursuant to Rule 424(b) under the Securities Act shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits.

 

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement 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.

 

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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.

 

  NOVA MINERALS LIMITED
     
Date: July 16, 2024 By: /s/ Christopher Gerteisen
  Name: Christopher Gerteisen
  Title: Chief Executive Officer

 

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