CUB Cubic Corp

Cubic Corporation 1998 Stock Option Plan

(Full Title of the Plan)

Bradley H. Feldmann

Chairman, President and Chief Executive Officer

Cubic Corporation

9333 Balboa Avenue

San Diego, California 92123

(858) 277-6780

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

DEREGISTRATION OF UNSOLD SECURITIES

These post-effective amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by Cubic Corporation, a Delaware corporation (“Cubic”), with the U.S. Securities and Exchange Commission (the “SEC”):

On May 25, 2021, pursuant to the Agreement and Plan of Merger, dated as of February 7, 2021 (as amended by Amendment No. 1, dated as of March 30, 2021 (the “Merger Agreement Amendment”), and as it may be further amended from time to time, the “Merger Agreement”), by and among Cubic, Atlas CC Acquisition Corp., a Delaware corporation (“Parent”), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Sub merged with and into Cubic (the “Merger”), with Cubic continuing as the surviving corporation and a wholly owned subsidiary of Parent.

In connection with the Merger, Cubic is terminating all offerings of its securities pursuant to the Registration Statements.  In accordance with the undertakings made by Cubic in the Registration Statements, Cubic hereby removes from registration the securities registered under the Registration Statements that remain unsold as of the date hereof.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to Cubic’s Current Report on Form 8-K filed with the SEC on February 9, 2021, and the Merger Agreement Amendment, which is attached as Exhibit 2.1 to Cubic’s Current Report on Form 8-K filed with the SEC on April 1, 2021.