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Item 7.01
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Regulation FD Disclosure.
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On April 8, 2020,
Graf Industrial Corp. (the “Company”) issued a press release to announce that it is in negotiations relating to a potential
business combination with a polypropylene recycling company. There can be no assurance that a definitive agreement will be entered
into or that the proposed transaction will be consummated. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated
by reference herein.
The information in
this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in
this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
If a legally binding
definitive agreement is entered into, a full description of the terms of the transaction will be provided in a proxy statement
for the stockholders of the Company (the “Transaction Proxy Statement”), to be filed with the U.S. Securities and Exchange
Commission (the “SEC”). The Company urges investors, stockholders and other interested persons to read, when available,
the preliminary Transaction Proxy Statement as well as other documents filed with the SEC because these documents will contain
important information about the Company, the potential target company and the transaction. The definitive Transaction Proxy Statement
will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed transaction.
In addition, the Company
has filed a definitive proxy statement (the “Extension Proxy Statement”) to be used at its special meeting in lieu
of annual meeting of stockholders to approve an extension of time in which the Company must complete an initial business combination
or liquidate the trust account that holds the proceeds of the Company’s initial public offering (the “Extension”).
The Company has mailed the definitive Extension Proxy Statement and other relevant documents to its stockholders of record as of
March 19, 2020 in connection with the Extension. Investors and security holders of the Company are advised to read the definitive
Extension Proxy Statement and, when available, the preliminary Transaction Proxy Statement and definitive Transaction Proxy Statement,
and any amendments thereto, because these documents will contain important information about the Extension, the Company and the
proposed transaction. The definitive Transaction Proxy Statement will be mailed to the Company’s stockholders of record as
of a record date to be established for the special meeting of stockholders relating to the proposed transaction. Stockholders will
also be able to obtain copies of the definitive Extension Proxy Statement and the Transaction Proxy Statement, without charge,
once available, at the SEC's website at www.sec.gov or by directing a request to:
Graf Industrial Corp., 118 Vintage Park Blvd., Suite W-222, Houston, TX 77070.
Forward Looking Statements
Certain statements
made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K,
the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,”
“should,” “future,” “propose” and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements
are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual
results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to the proposed business
combination or to complete the contemplated transactions with the potential target company; matters discovered by the potential
target company or the Company as they complete their respective due diligence investigation of the other; the risk that the approval
of the stockholders of the Company for the potential transaction is not obtained; the inability to recognize the anticipated benefits
of the proposed business combination, which may be affected by, among other things, the amount of funds available in the Company’s
trust account following any redemptions by the Company stockholders; the ability to meet the NYSE’s listing standards following
the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business
combination; and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2019 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The
Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Participants in the Solicitation
The Company and its
directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension and
the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers of
the Company and a description of their interests in the Company are set forth in the definitive Extension Proxy Statement, which
was filed with the SEC on March 27, 2020, and will also be contained in the Transaction Proxy Statement when it is filed with the
SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
The disclosure herein
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a definitive document.