Item 7.01
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Regulation FD Disclosure.
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On
July 2, 2020, Graf Industrial Corp. (the “Company”) issued a press release
announcing that it has executed an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,
Velodyne Lidar, Inc. (“Velodyne”) and the other parties thereto (the transactions contemplated by the Merger Agreement,
the “Business Combination”). A copy of the press release is furnished hereto as Exhibit 99.1.
Furnished
as Exhibit 99.2 hereto is an investor presentation, dated July 2, 2020, that will
be used by the Company on a pre-recorded investor presentation regarding the Business Combination.
The
information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto 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.
Important Information About the Business Combination and
the Extension and Where to Find It
In
connection with the proposed Business Combination, the Company intends to file a preliminary proxy statement and a definitive proxy
statement with the Securities and Exchange Commission (the “SEC”). In addition, the Company has filed a preliminary
proxy statement and intends to file a definitive proxy statement to be used at its special meeting of stockholders to approve an
extension of time in which the Company must complete a business combination or liquidate the trust account that holds the proceeds
of the Company’s initial public offering (the “Extension”). The Company’s stockholders and other
interested persons are advised to read, when available, the preliminary proxy statements and the amendments thereto and the definitive
proxy statements and documents incorporated by reference therein filed in connection the Business Combination and the Extension,
as these materials will contain important information about the Extension, Velodyne, the Company and the Business Combination.
When available, the definitive proxy statement and other relevant materials for the Extension and the Business Combination will
be mailed to stockholders of the Company as of a record date to be established for voting on the Extension and the Business Combination,
respectively. Stockholders of the Company will also be able to obtain copies of the preliminary proxy statements, the definitive
proxy statements and other documents filed with the SEC that may be incorporated by reference therein, without charge, once available,
at the SEC’s web site at www.sec.gov, or by directing a request to: Graf Industrial Corp., 118 Vintage Park Blvd.,
Suite W-22, Houston, Texas 77070, Attention: Secretary, (281) 515-3517.
Participants in the Solicitation
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Extension
and the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 (the
“Annual Report”), which was filed with the SEC and is available free of charge at the SEC’s website at www.sec.gov,
or by directing a request to Graf Industrial Corp., 118 Vintage Park Blvd., Suite W-22, Houston,
Texas 77070, Attention: Secretary, (281) 515-3517. Additional information regarding the interests of such participants will
be contained in the proxy statements for the Extension and the Business Combination when available.
Velodyne and its directors and executive
officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
will be included in the proxy statements for the Business Combination and Extension when available.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’s and Velodyne’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Velodyne’s
expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected
results. Most of these factors are outside the Company’s and Velodyne’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close;
(2) the outcome of any legal proceedings that may be instituted against the Company and Velodyne following the announcement of
the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the Business Combination, including
due to failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (4)
the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business
Combination; (5) the inability to obtain or maintain the listing of the shares of common stock of the post-acquisition company
on The New York Stock Exchange following the Business Combination; (6) the risk that the announcement and consummation of the Business
Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably
and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10)
the possibility that Velodyne or the combined company may be adversely affected by other economic, business, and/or competitive
factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement relating to the Business Combination,
including those under “Risk Factors” therein, and in the Company’s other filings with the SEC, including the
Company’s Annual Report. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.