Item
7.01 Regulation FD Disclosure.
Furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein is the investor presentation to be used
by Graf Industrial Corp. (the “Company”) and Velodyne Lidar, Inc. (“Velodyne”) at an analyst day to be
held on July 20, 2020 in connection with their proposed business combination (the
“Business Combination”).
The
information in this Item 7.01 and Exhibit 99.1 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 has filed a preliminary proxy statement and intends to file a definitive
proxy statement, when available, with the Securities and Exchange Commission (the “SEC”). In addition, the Company
has filed 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 the preliminary proxy statement relating to the Business Combination and, when available, any amendments thereto and the
definitive proxy statement and documents incorporated by reference therein filed in connection the Business Combination as well
as the definitive proxy statement relating to the Extension, as these materials will contain important information about the Extension,
Velodyne, the Company and the Business Combination. The definitive proxy statement and other relevant materials for the Extension
were mailed to stockholders of the Company as of July 2, 2020, the record date established for voting on the Extension. The definitive
proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of the Company as of a
record date to be established for voting on the Business Combination. Stockholders of the Company may obtain copies of the preliminary
proxy statement, 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 definitive proxy statement relating to the Extension and the preliminary proxy statement and,
when available, the definitive proxy statement relating to the Business Combination, which are filed with the SEC and are 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 is contained in the proxy statements for the Extension and the Business
Combination.
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
is included in the proxy statement relating to the Business Combination.
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 the requisite approval of stockholders
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, competitive and/or factors such as the COVID-19 pandemic; 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.