RBB Fund 8A12B Registration of securities on exchange

As filed with the Securities and Exchange Commission on June 13, 2024

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

The RBB Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland

(State of incorporation or organization)

See Below

(I.R.S. Employer Identification Number)

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(Address of registrant’s principal executive offices)

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

Title of each class of securities to be registered	Name of each exchange on which each class is to be registered

SGI Enhanced Nasdaq-100 ETF	The Nasdaq Stock Market LLC

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), 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), check the following box.	☐

Securities Act Registration file number to which this form relates: 033-20827

Securities to be registered pursuant to Section 12(g) of the Act: Not applicable.

Item 1.

Description of Registrant’s Securities to be Registered.

Reference is made to Post-Effective Amendment No. 326 to the Registrant’s Registration Statement on Form N-1A (File Nos. 033-20827 and 811-05518), as filed with the U.S. Securities and Exchange Commission (“SEC”) via EDGAR (Accession No. 0001398344-24- 011665) on June 13, 2024, which is incorporated herein by reference.

The Registrant currently consists of 66 separate series. The series to which this filing relates and its IRS Employer Identification Number is as follows:


Title of the Class of Securities to be Registered	IRS Employer ID Number

SGI Enhanced Nasdaq-100 ETF	99-2553113

Item 2.

Exhibits

A.	Registrant’s Articles of Incorporation are incorporated herein by reference to Exhibit (a) to the Registrant’s Registration Statement on Form N-1A (File Nos. 033-20827 and 811-05518), as filed with the SEC via EDGAR on October 30, 1998 (Accession Number: 0000925069-98-000189).

B.	Articles Supplementary of Registrant are incorporated herein by reference to Exhibit (a)(125) to the Registrant’s Registration Statement on Form N-1A (File Nos. 033-20827 and 811-05518), as filed with the SEC via EDGAR on June 13, 2024 (Accession No. 0001398344-24-011665).

C.	Registrant’s By-Laws are incorporated herein by reference to Exhibit (b)(1) to the Registrant’s Registration Statement on Form N-1A (File Nos. 033-20827 and 811-05518), as filed with the SEC via EDGAR on September 27, 2021 (Accession No. 0001398344-21-019227).

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, thereunto duly authorized.

	The RBB Fund, Inc.

	June 13, 2024

	/s/ James G. Shaw
	James G. Shaw Chief Financial Officer, Chief Operating Officer and Secretary

RBB Fund 8-A12BRegistration of securities on exchange