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Section 1: 8-K (FORM 8-K)

 

 

 

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 23, 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 company þ

 

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 23, 2018, Graf Industrial Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing on or about October 26, 2018, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock, par value $0.0001 per share (the “Common Stock”), and warrants included in the Units (the “Warrants”). The Common Stock and Warrants that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “GRAF” and “GRAF WS”, respectively. Units that are not separated will continue to trade on the NYSE under the symbol “GRAF.U”. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated October 23, 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 23, 2018      

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

Graf Industrial Corp. Announces the Separate Trading of its Common Stock and Warrants, Commencing October 26, 2018

 

HOUSTON, October 23, 2018 /PRNewswire/ — Graf Industrial Corp. (NYSE: GRAF.U) (the “Company”) announced today that, commencing on or about October 26, 2018, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock (the “Common Stock”) and warrants (the “Warrants”) included in the Units. The Common Stock and Warrants that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “GRAF” and “GRAF WS”, respectively. Units that are not separated will continue to trade on the NYSE under the symbol “GRAF.U”. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.

 

The offering was made only by means of a prospectus, copies of which may be obtained from: EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, New York 10017, Phone: 212-661-4933, Email: Jcarter@ebcap.com; and from Oppenheimer & Co. Inc., Attn: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, Phone: 212-667-8055, Email: EquityProspectus@opco.com.

 

About Graf Industrial Corp.

 

Graf Industrial Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company was founded by James A. Graf and Michael E. Dee. While the Company may pursue a business combination in any industry, the Company intends to focus its search for a business or businesses in the diversified industrials sector, including industrial manufacturing, technology, distribution and services.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

James A. Graf

 

james@grafacq.com
(281) 515-3517

 

 

 

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