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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ProSomnus, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 88-2978216 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
5860 West Las Positas Blvd., Suite 25 Pleasanton, California |
94588 | |
| (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 so registered |
Name of each exchange on which each class is to be registered | |
| Common Stock, par value $0.0001 per share |
The Nasdaq Stock Market LLC (The Nasdaq Global Market) | |
| Warrants to purchase Common Stock, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
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. x
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 file number to which this form relates: 333-265885
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 hereunder are the Common Stock, par value $0.0001 per share (the “Common Stock”), of ProSomnus, Inc. (formerly LAAA Merger Corp.) (the “Company”) and warrants to purchase Common Stock (“Warrants”). The description of the Common Stock and Warrants contained under the heading “Description of PubCo’s Securities” in the proxy statement/prospectus included in the Company’s registration statement on Form S-4 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2022, as amended from time to time (File No. 333-265885) (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. In addition, the above-referenced descriptions included in any proxy statement/prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein. The Company changed its name from “LAAA Merger Corp.” to “ProSomnus, Inc.” upon the closing of the business combination (the “Business Combination”) described in the Registration Statement.
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 Company 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.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ProSomnus, Inc. | ||
| Date: December 6, 2022 | By: | /s/ Len Liptak |
| Name: | Len Liptak | |
| Title: | Chief Executive Officer | |