Form 8-A

As filed with the Securities and Exchange Commission on August 28, 2006.

 


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

 


RHAPSODY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

  

20-4743916

(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)
      

10 East 53rd Street, 35th Floor

New York, New York

  

10022

(Address of Principal Executive Offices)    (Zip Code)
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), 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), please check the following box. x

 

Securities Act registration statement file number to which this form relates:

  333-134694
     
  (If applicable)

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

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

 

 

Units

(Title of Class)

 

Common Stock, $.0001 par value

(Title of Class)

 

Common Stock Purchase Warrants

(Title of Class)

 


 


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

The information required by this item is contained under the heading “Description of Securities” in the registration statement to which this Form 8-A relates (File No. 333-134694). This information is incorporated herein by reference.

 

Item 2. Index to Exhibits.

 

*3.1   

Amended and Restated Certificate of Incorporation

*3.2   

By-Laws

*4.1   

Specimen Unit Certificate

*4.2   

Specimen Common Stock Certificate

*4.3   

Specimen Warrant Certificate

*4.4   

Form of Unit Purchase Option to be granted to Representative

*4.5   

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

 

  * Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, which was initially filed with the Securities and Exchange Commission on June 2, 2006.

 

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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.

 

    RHAPSODY ACQUISITION CORP.
Date:  August 28, 2006    

By:

  /s/ Eric S. Rosenfeld
       

Eric S. Rosenfeld

Chief Executive Officer

 

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