UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):October 18, 2018
____________________
GRAF INDUSTRIAL CORP.
(Exact name of registrant as specified in its charter)
____________________
| Delaware | 001-38703 | 83-1138508 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
118 Vintage Park Blvd., Suite W-222
Houston, Texas 77070
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:(281) 515-3517
Not Applicable
(Former name or former address, if changed since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyþ
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 13(a) of the Exchange Act.¨
Item 8.01. Other Events.
On October 18, 2018, Graf Industrial Corp. (the “Company”) consummated its initial public offering (“IPO”) of 22,500,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one warrant of the Company (“Warrant”), with each Warrant entitling the holder thereof to purchase one-half of one share of Common Stock for $11.50 per share, provided that if the Company has not consummated its initial business combination within 15 months of the closing of the IPO, each whole Warrant will entitle the holder thereof to purchase three-quarters of one share of Common Stock for $11.50 per share, subject to adjustment in either case. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $225,000,000.
On October 18, 2018, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 13,400,000 warrants (the “Private Placement Warrants”) to the Company’s sponsor, Graf Acquisition LLC, at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,700,000.
A total of $225,000,000, comprised of $220,500,000 of the proceeds from the IPO (which amount includes $7,875,000 payable to EarlyBirdCapital, Inc. and Oppenheimer & Co. Inc. (or, at the Company’s discretion, other FINRA members) pursuant to a Business Combination Marketing Agreement, dated October 15, 2018, by and among the Company, EarlyBirdCapital, Inc. and Oppenheimer & Co. Inc.), and $4,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of October 18, 2018 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of October 18, 2018. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRAF INDUSTRIAL CORP. | ||
| By: | /s/ James A. Graf | |
| Name: James A. Graf | ||
| Title: Chief Executive Officer | ||
| Dated: October 24, 2018 | ||