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
| |
MFS Active Exchange Traded Funds Trust |
(Exact
name of registrant as specified in its charter) |
| | | | |
The Commonwealth of Massachusetts | | See Below |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S Employer Identification No.) |
| | | |
111 Huntington Avenue, Boston, Massachusetts | | 02199 |
(Address of principal executive offices) | | (Zip Code) |
| | | |
Title
of each class
to be registered | Name of Exchange on which each class is to be registered | I.R.S. Employer Identification Number |
MFS Active Short Duration
Income ETF | NYSE Arca, Inc. | 42-3291277 |
MFS
Active Short Muni Bond ETF | NYSE Arca, Inc. | 42-3290969 |
| | |
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 or Regulation A offering statement file
number to which this form relates:
| | |
333-278691 | (if applicable) |
Securities to be registered
pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be Registered.
A description of the shares is set forth
in Post-Effective
Amendment No. 12 to the MFS Active Exchange Traded Funds Trust (the “Registrant”) Registration Statement
on Form N-1A (the “Registration Statement”) (Commission File Nos. 333-278691 and 811-23953), as
filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR (Accession No. 0000912938-26-000831)
on August 27, 2026, which description is incorporated herein by reference, including any forms of
prospectuses filed by the Registrant pursuant to Rule 497 under the Securities Act. Any form of amendment
or supplement to the Registration Statement that is subsequently filed with the SEC that relates to the
shares is also hereby incorporated herein by reference.
Item 2. Exhibits.
1. Declaration of Trust,
dated February 26, 2024, is incorporated herein by reference to Exhibit (a) 1 of the Registrant’s initial
Registration Statement on Form N-1A, as filed with the SEC on April 15, 2024.
2. Amended
and Restated Declaration of Trust, dated March 6, 2024, is incorporated herein by reference to Exhibit
(a) 2 of the Registrant’s initial Registration Statement on Form N-1A, as filed with the SEC on April
15, 2024.
3. Certificate of Amendment,
dated June 11, 2025, to the Declaration of Trust – Establishment and Designation of Series for MFS
Active Mid Cap ETF, is incorporated herein by reference to Exhibit (a) 3 of Post-Effective Amendment
No. 1 to the Registration Statement, as filed with the SEC on June 12, 2025.
4. Certificate
of Amendment, dated July 22, 2025, to the Declaration of Trust – Establishment and Designation of Series
for MFS Blended Research Core Equity ETF and MFS Blended Research International Equity ETF, is incorporated
herein by reference to Exhibit (a) 5 of the Registrant’s Post-Effective Amendment No. 6, filed on September
29, 2025.
5. Certificate of Amendment,
dated August 19, 2025, to the Declaration of Trust – Establishment and Designation of Series for MFS
Blended Research Emerging Markets Equity ETF, is incorporated herein by reference to Exhibit (a) 5 of
Post-Effective Amendment No. 5 to the Registration Statement, as filed with the SEC on September 26,
2025.
6. Certification of Amendment,
to the Declaration of Trust, dated May 19, 2026 – Establishment and Designation of Series of MFS Active
International Large Cap Value ETF and MFS Blended Research Small-Mid Cap ETF, is incorporated herein
by reference to Exhibit (a) 8 of the Registrant’s Post-Effective Amendment No. 9, filed on May 18,
2026.
7. Certification of Amendment,
to the Declaration of Trust, dated May 1, 2026 – Redesignation of Series of MFS Active International
Large Cap Value ETF to MFS Active International Value ETF, is incorporated herein by reference to Exhibit
(a) 9 of the Registrant’s Post-Effective Amendment No. 9, filed on May 18, 2026.
8. Certification
of Amendment, to the Declaration of Trust, dated June 10, 2026 – Establishment and Designation of Series
of MFS Active Short Duration Income ETF and MFS Active Short Muni Bond ETF, previously filed as Exhibit
(a) 10 of the Registrant's Post Effective Amendment No.10, filed on June 17, 2026.
9. Master Amended and Restated
By-Laws, dated January 1, 2002, as revised through September 25, 2024, is incorporated herein by reference
to Exhibit (b) 1 of Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A, as filed
with the SEC on September 26, 2024.
10. Appendix A, as revised
August 1, 2026, to the Master Amended and Restated By-Laws, dated January 1, 2002, as revised through
September 25, 2024, is incorporated herein by reference to Exhibit (b) 2 of Post-Effective Amendment
No. 12 to the Registration Statement on Form N-1A, as filed with the SEC on August 27, 2026.
SIGNATURE
Pursuant
to the requirements of Section l2 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.
| | |
(Registrant) | MFS Active
Exchange Traded Funds Trust |
Date | September 1, 2026 |
By: | BRIAN
E. LANGENFELD |
Name: | Brian E. Langenfeld |
Title: | Assistant
Secretary |