UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

(Post-Effective Amendment No. 1 to Form 40-F)

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

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

SECURITIES EXCHANGE ACT OF 1934

 

Glass House Brands Inc.

(Exact name of registrant as specified in its charter)

 

British Columbia

(State or other jurisdiction of incorporation or organization)

N/A

(I.R.S. Employer

Identification No.)

 

3645 Long Beach Blvd.

Long Beach, California

Telephone: 212-299-7670

(Address of principal executive offices)

90807

(Zip Code)

 

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

 

Title of each class

to be so registered

N/A

Name of each exchange on which

each class is to be registered

N/A

 

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. x

 

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: Not applicable.

 

Securities to be registered pursuant to Section 12(g) of the Act: Subordinate, Restricted and Limited Voting Shares, without par value.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Form 8-A is being filed by Glass House Brands Inc. (formerly known as Mercer Park Brand Acquisition Corp. and referred to herein as the “Company”) pursuant to General Instruction D(6) of Form 40-F, to amend (the “Amendment”) the Form 40-F filed by the Company on March 19, 2021, as amended by Amendment No. 1 to Form 40-F filed by the Company on March 30, 2021 (as amended, the “Form 40-F”). The Amendment amends the Form 40-F to change the title of the “Securities registered pursuant to Section 12(g) of the Act” on the cover page of the Form 40-F to read as follows: Subordinate, Restricted and Limited Voting Shares, without par value (the “Shares”).

 

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INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

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

 

A description of the Shares is included under the heading “DESCRIPTION OF SECURITIES” in the Company’s Prospectus, dated May 6, 2021, attached hereto as Exhibit 99.2, and is incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit Number   Description
     
99.1   Amended and Restated Articles of Glass House Brands Inc. (incorporated by reference to Schedule “B” included in Exhibit 99.3 to the Form 6-K for the month of June 2021 furnished to the United States Securities and Exchange Commission on October 13, 2021 (File No. 000-56261)).
     
99.2   Prospectus, dated May 6, 2021 (incorporated by reference to Exhibit 99.70 to the Form 6-K for the month of May 2021 furnished to the United States Securities and Exchange Commission on October 13, 2021 (File No. 000-56261)).

 

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SIGNATURES

 

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.

 

  Glass House Brands Inc.
   
Date: November 17, 2021 /s/ Kyle Kazan
  By: Kyle Kazan
  Title: Chief Executive Officer

 

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