UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Graf Industrial Corp.
(Name of Registrant as Specified In Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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box):
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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PRELIMINARY
PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 26, 2020
GRAF INDUSTRIAL CORP.
118 Vintage Park Blvd, Suite W-222
Houston, Texas 77070
PROXY STATEMENT FOR SPECIAL MEETING
OF STOCKHOLDERS OF
GRAF INDUSTRIAL CORP.
Dear Stockholders of Graf Industrial Corp.:
You are cordially invited to attend the
special meeting (the “special meeting”) of stockholders of Graf Industrial Corp. (“Company,”
“we,” “us” or “our”) to be held at 9:00 a.m., local time, on Wednesday,
July 29, 2020 at the Company’s corporate offices at 118 Vintage Park Blvd, Suite W-222, Houston, Texas 77070.
Due to concerns about the coronavirus (COVID-19), we may hold the special meeting solely by means of remote communication
or provide for the ability of stockholders to attend the special meeting by means of remote communication.
In that event, we will announce that fact as promptly as practicable, and details on how to participate will be issued
by press release, posted on our website at www.grafacq.com and filed with the U.S. Securities and Exchange Commission as
supplemental proxy material.
At the special meeting, you will be asked
to consider and vote upon the following proposals to:
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(a)
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amend (the “Extension Amendment”) the Company’s second amended and restated
certificate of incorporation (as amended, the “charter”) to extend the date by which the Company has to consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses (a “business combination”) from July 31, 2020 to September 30, 2020 (the “Extension,”
and such date, the “Extended Date”) (“the Extension Amendment Proposal”); and
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(b)
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approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal (the “Adjournment Proposal”).
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Each of the proposals is more fully described
in the accompanying proxy statement, which you are encouraged to read carefully.
The
purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. The charter
provides that the Company has until July 31, 2020, to complete a business combination. Our Board believes that there will not
be sufficient time before July 31, 2020 to complete a business combination. The purpose of the Extension Amendment is to allow
the Company more time to complete an initial business combination, which our Board believes is in the best interests of the Company’s
stockholders. If the Extension Amendment is approved, we will hold another stockholder meeting prior to the Extended Date in order
to seek stockholder approval of a proposed business combination.
In connection with the Extension
Amendment, public stockholders may elect (the “Election”) to redeem their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “trust account”)
established in connection with the Company’s initial public offering (the “IPO”), including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes,
divided by the number of then outstanding shares of the Company’s common stock, par value $0.0001 per share
(“common stock”) included as part of the units (the “units”) sold in the IPO (the
“public shares”), regardless of how such public stockholders vote on the Extension Amendment. If the
Extension Amendment is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
their right to redeem their public shares upon consummation of the initial business combination when it is submitted to the
stockholders, subject to any limitations set forth in our charter, as amended. In addition, public stockholders will be
entitled to have their shares redeemed for cash if the Company seeks shareholder approval of an initial business combination
prior to the Extended Date or if the Company has not completed a business combination by the Extended Date.
Based upon the amount held in the trust
account as of June 25, 2020, which was $117,291,468.19, the Company estimates that the per-share price at which public shares may
be redeemed from cash held in the trust account will be approximately $10.24 at the time of the special meeting. The closing price
of the Company’s common stock on June 25, 2020, the most recent closing price, was $11.58. The Company cannot assure stockholders
that they will be able to sell their shares of common stock in the open market, even if the market price per share is higher than
the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell
their shares.
Pursuant to the charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension
Amendment is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(i)
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(a) hold public shares or (b) hold public shares through units and you elect to separate your units
into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and
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(ii)
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prior to 5:00 p.m., Eastern Time, on July 27, 2020, (a) submit a written request to Continental
Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”), that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company (“DTC”).
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Holders of units must elect to separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders
hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder
must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion
of their public shares even if they vote for the Extension Amendment Proposal.
If the Extension Amendment Proposal is
not approved and we do not consummate a business combination by July 31, 2020, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide
for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete our business combination by July 31, 2020.
Approval of the Extension Amendment Proposal
requires the affirmative vote of 65% of the outstanding shares of common stock entitled to vote thereon at the special meeting.
Approval of the Adjournment Proposal requires
the affirmative vote for the proposal by the holders of a majority of the shares of common stock who, being present and entitled
to vote at the special meeting, vote at the special meeting.
Our Board has fixed the close of
business on July 2, 2020 as the record date for determining the Company’s stockholders entitled to receive notice of and
vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date
are entitled to have their votes counted at the special meeting or any adjournment thereof.
You are not being asked to vote on an
initial business combination at this time. If you are a public stockholder, you will have the right to vote on an initial business
combination (and to exercise your redemption rights, if you so choose) when it is submitted to stockholders for approval.
After careful consideration of all relevant
factors, our Board has determined that each of the proposals are advisable and recommends that you vote or give instruction to
vote “FOR” each of the Extension Amendment Proposal and the Adjournment Proposal.
All of our stockholders are cordially invited
to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete,
sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record holding shares of common
stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm
or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote
in person, obtain a proxy from your broker or bank. A stockholder’s failure to vote by proxy or to vote in person at the
special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if
a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Extension
Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal. Abstentions will be counted in connection
with the determination of whether a valid quorum is established and will have the effect of a vote “AGAINST” the Extension
Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal.
Your vote is important regardless of
the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed
proxy card as soon as possible in the envelope provided.
If your shares are held in “street
name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and
voted at the special meeting.
On behalf of our board of directors, we
would like to thank you for your support of Graf Industrial Corp.
July [ ], 2020
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By Order of the Board of Directors
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Michael Dee
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President, Chief Financial Officer and Director
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If you return your proxy card signed and
without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU
MUST (1) IF YOU HOLD SHARES OF COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC
WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER
AGENT BY 5:00 P.M. ON JULY 27, 2020, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF COMMON STOCK
TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN)
SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD
THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR
ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
This proxy statement is dated July [ ],
2020 and is first being mailed to our stockholders on or about July [ ], 2020.
GRAF INDUSTRIAL CORP.
118 Vintage Park Blvd, Suite W-222
Houston, Texas 77070
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS OF
GRAF INDUSTRIAL CORP.
Dear Stockholders of Graf Industrial Corp:
NOTICE IS HEREBY GIVEN that a special
meeting (the “special meeting”) of stockholders of Graf Industrial Corp. (the “Company,”
“we,” “us” or “our”), a Delaware corporation, will be held at 9:00 a.m.,
local time, on Wednesday, July 29, 2020 at the Company’s corporate offices at 118 Vintage Park Blvd, Suite W-222, Houston,
Texas 77070. Due to concerns about the coronavirus (COVID-19), we may hold the special meeting solely by means of remote communication
or provide for the ability of stockholders to attend the special meeting by means of remote communication. In that event, we will
announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on our
website at www.grafacq.com and filed with the U.S. Securities and Exchange Commission as supplemental proxy material. You
are cordially invited to attend the meeting.
At the special meeting, you will be asked
to consider and vote on proposals to:
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(a)
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Proposal No. 1 — The Extension Amendment Proposal — amend (the “Extension
Amendment”) the Company’s second amended and restated certificate of incorporation (as amended, the “charter”)
to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (a “business combination”), from
July 31, 2020 to September 30, 2020 (the “Extension,” and such date, the “Extended Date”)
(we refer to this proposal as the “Extension Amendment Proposal”); and
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(b)
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Proposal No. 2 — The Adjournment Proposal — approve the adjournment of the special
meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal (we refer
to this proposal as the “Adjournment Proposal”).
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The above matters are more fully described
in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.
The purpose of the Extension Amendment
is to allow the Company more time to complete its initial business combination.
Approval of the Extension Amendment is
a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions
of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal.
Approval of the Extension Amendment Proposal
requires the affirmative vote of 65% of the outstanding shares of common stock entitled to vote thereon at the special meeting.
Approval of the Adjournment Proposal requires the affirmative vote for the proposal by the holders of a majority of the shares
of common stock who, being present and entitled to vote at the special meeting, vote at the special meeting.
In connection with the Extension
Amendment, public stockholders may elect (the “Election”) to redeem their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO
(the “trust account”), including interest earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes, divided by the number of then outstanding shares of the Company’s
common stock, par value $0.0001 per share (“common stock”) included as part of the units (the
“units”) sold in the IPO (the “public shares”), regardless of how such public
stockholders vote on the Extension Amendment. If the Extension Amendment is approved by the requisite vote of stockholders,
the remaining holders of public shares will retain their right to redeem their public shares upon consummation of the initial
business combination when it is submitted to the stockholders for approval, subject to any limitations set forth in our
charter, as amended. In addition, public stockholders will be entitled to have their shares redeemed for cash if the Company
seeks shareholder approval of an initial business combination prior to the Extended Date or if the Company has not completed
a business combination by the Extended Date.
Pursuant to the charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension
Amendment is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(i)
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(a) hold public shares or (b) hold public shares through units and you elect to separate your units
into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and
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(ii)
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prior to 5:00 p.m., Eastern Time, on July 27, 2020, (a) submit a written request to Continental
Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”), that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company (“DTC”).
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Holders of units must elect to separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders
hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder
must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion
of their public shares even if they vote for the Extension Amendment Proposal.
If the Extension Amendment Proposal is
not approved and we do not consummate a business combination by July 31, 2020, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide
for claims of creditors and other requirements of applicable law.
The Company’s sponsor is Graf Acquisition
LLC (the “Sponsor”). The Sponsor and the Company’s officers and directors have entered into a letter agreement
with the Company, pursuant to which they agreed to waive their rights to participate in any liquidation distribution with respect
to the shares of common stock initially purchased by our Sponsor in a private placement prior to the IPO (the “founder
shares”) held by them. As a consequence of such waivers, any liquidating distribution that is made will be only with
respect to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants,
which will expire worthless if the Company fails to complete its initial business combination by July 31, 2020.
If the Company liquidates, the
Sponsor has agreed that it will be liable to us if and to the extent any claims by any third party for services rendered or
products sold to the Company, or a prospective target business with which the Company has entered into a written letter of
intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust
account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value
of the trust assets, less taxes payable, except if such third party or prospective target business has executed a waiver of
any and all rights to the monies held in the trust account and except as to any claims under our indemnity of the
underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the
“Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. There is no
assurance that the Sponsor will be able to satisfy its obligations. The per-share liquidation price for the public shares is
anticipated to be approximately $10.24 (based on the amount held in the trust account as of June 25, 2020). Nevertheless, the
Company cannot assure you that the per share distribution from the trust account, if the Company liquidates, will not be less
than $10.24, plus interest, due to unforeseen claims of potential creditors.
Under the DGCL, stockholders may be held
liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the
corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision
for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any
liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is
limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Company will not be
complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us
within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations
have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our
vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If the Extension Amendment Proposal is
approved, the approval of the Extension Amendment will constitute consent for the Company to (i) remove from the trust account
an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the
per-share price, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding
public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder
of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or
before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights
and their ability to vote on a business combination through the Extended Date if the Extension Amendment is approved.
The withdrawal of the Withdrawal Amount
will reduce the amount held in the trust account, and the amount remaining in the trust account may be only a small fraction of
the $117,291,468.19 that was in the trust account as of June 25, 2020. In such event, the Company may need to obtain additional
funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable
to the parties or at all.
The record date for the special meeting
is July 2, 2020. Record holders of the Company’s common stock at the close of business on the record date are entitled to
vote or have their votes cast at the special meeting. On the record date, there were [ ] outstanding shares of the Company’s
common stock including [ ] outstanding public shares. The Company’s warrants do not have voting rights in connection with
the proposals.
Your attention is directed to the
proxy statement accompanying this notice for a more complete description of each of the proposals. We urge you to read the
accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of the
Company’s common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and
brokers can call collect at (203) 658-9400, or by emailing GRAF.info@investor.morrowsodali.com.
July [ ], 2020
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By Order of the Board of Directors
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Michael Dee
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President, Chief Financial Officer and Director
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Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting to be held on July 29, 2020: This notice of meeting and the accompanying proxy
statement are available at https://www.cstproxy.com/grafindustrialcorp/2020.
Table of
Contents
FORWARD-LOOKING
STATEMENTS
The statements contained in this proxy
statement that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited
to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for
example, statements about:
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our ability to complete our initial business combination;
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our officers and directors allocating their time to other businesses and potentially having conflicts
of interest with our business or in approving our initial business combination, as a result of which they would then receive expense
reimbursements;
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our potential ability to obtain additional financing, if needed, to complete our initial business
combination;
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our pool of prospective target businesses;
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the ability of our officers and directors to generate a number of potential investment opportunities;
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our public securities’ potential liquidity and trading;
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the use of proceeds not held in the trust account (as described herein) or available to us from
interest income on the trust account balance; or
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our financial performance.
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The forward-looking statements contained
in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries
of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully
the entire document, including the annexes to this proxy statement.
Why am I receiving this proxy
statement?
This proxy statement and the enclosed proxy
card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any
adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals
to be considered at the special meeting.
The Company is a blank check company formed
in 2018 for the purpose of consummating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. In October 2018, the Company consummated its IPO from which it derived
gross proceeds of $243,765,120. Like most blank check companies, our charter provides for the return of the IPO proceeds held in
trust to the holders of public shares if there is no qualifying business combination consummated on or before a certain date (in
our case, July 31, 2020). Our Board believes that it is in the best interests of the stockholders to continue the Company’s
existence until the Extended Date in order to allow the Company more time to complete an initial business combination and is submitting
these proposals to the stockholders to vote upon.
What is being voted on?
You are being asked to vote on the following
proposals:
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1.
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to amend our charter to extend the date by which the Company has to consummate a business combination
from July 31, 2020 to September 30, 2020; and
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2.
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to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal.
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Why is the Company proposing
the Extension Amendment Proposal?
The purpose of the Extension Amendment
is to allow the Company more time to complete its initial business combination. The charter provides that the Company has until
July 31, 2020, to complete a business combination. Our Board believes that there will not be sufficient time before July 31, 2020
to complete a business combination. The purpose of the Extension Amendment is to allow the Company more time to complete an initial
business combination, which our Board believes is in the best interests of the Company’s stockholders. If the Extension Amendment
is approved, we will hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of a proposed
business combination.
You are not being asked to vote on an
initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you
will retain the right to vote on an initial business combination when it is submitted to stockholders and the right to redeem your
public shares for cash in the event the proposed business combination is approved and completed or the Company has not consummated
a business combination by the Extended Date.
Why should I vote for the Extension
Amendment?
Our Board believes stockholders will benefit
from the Company consummating an initial business combination and is proposing the Extension Amendment to extend the date by which
the Company has to complete a business combination until the Extended Date. The Extension would give the Company the opportunity
to complete a business combination.
The charter provides that if the
Company’s stockholders approve an amendment to the charter (i) to modify the substance or timing of its obligation to
redeem 100% of the public shares if it does not complete an initial business combination by July 31, 2020 or (ii) with
respect to any other provision relating to stockholders’ rights or pre-business combination activity, the Company will
provide its public stockholders with the opportunity to redeem their public shares upon such approval, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously
released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares. We
believe that this charter provision was included to protect the Company’s stockholders from having to sustain their
investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe
contemplated by the charter. We also believe, however, that given the Company’s expenditure of time, effort and money
on pursuing an initial business combination, circumstances warrant providing those who believe they might find the potential
business combination to be an attractive investment with an opportunity to consider such a transaction.
Whether a holder of public shares votes
in favor of or against the Extension Amendment, if such amendment is approved, the holder may, but is not required to, redeem their
public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding
public shares. We will not proceed with the Extension if redemptions of public shares cause us to have less than $5,000,001 of
net tangible assets following approval of the Extension Amendment Proposal.
Liquidation of the trust account is a fundamental
obligation of the Company to the public stockholders and the Company is not proposing and will not propose to change that obligation
to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain redemption
rights in connection with an initial business combination. Assuming the Extension Amendment is approved, the Company will have
until the Extended Date to complete a business combination.
Our Board recommends that you vote in favor
of the Extension Amendment, but expresses no opinion as to whether you should redeem your public shares.
How do the Company insiders
intend to vote their shares?
All of the Company’s directors, officers
and their respective affiliates are expected to vote any common stock over which they have voting control (including any public
shares owned by them) in favor of each of the proposals.
The Sponsor and the Company’s directors
and officers agreed not to redeem the founder shares held by them. On the record date, the Sponsor, directors and officers beneficially
owned and were entitled to vote an aggregate of 6,144,146 shares of common stock (including 6,094,128 founder shares), which represent
approximately 35% of the Company’s issued and outstanding common stock.
The Sponsor and the Company’s directors,
officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or
in the open market prior to the special meeting, although they are under no obligation to do so. Any such purchases that are completed
after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so
long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment and/or will not exercise
its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would
be to increase the likelihood that the proposals to be voted upon at the special meeting are approved by the requisite number of
votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise
have voted against the Extension Amendment and elected to redeem their shares for a portion of the trust account. Any such privately
negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of
the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension
Amendment Proposal. None of the Company’s Sponsor, directors, officers, advisors or their affiliates may make any such purchases
when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under
Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
What vote is required to adopt
the Extension Amendment?
Approval of the Extension Amendment Proposal
requires the affirmative vote of 65% of the outstanding shares of common stock entitled to vote thereon at the special meeting.
What vote is required to approve
the Adjournment Proposal?
Approval of the Adjournment Proposal requires
the affirmative vote for the proposal by the holders of a majority of the shares of common stock who, being present and entitled
to vote at the special meeting, vote at the special meeting.
What if I don’t want
to vote for the Extension Amendment Proposal?
If you do not want the Extension Amendment
to be approved, you must abstain, not vote, or vote against the proposal.
Will you seek any further extensions
to liquidate the trust account?
Other than the extension until the Extended
Date as described in this proxy statement, we do not anticipate seeking any further extension to consummate a business combination.
What happens if the Extension
Amendment is not approved?
If the Extension Amendment Proposal is
not approved and we do not consummate a business combination by July 31, 2020, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
The Sponsor and the Company’s officers
and directors waived their rights to participate in any liquidation distribution with respect to any shares of common stock held
by them. In addition, there will be no distribution from the trust account with respect to the Company’s warrants, which
will expire worthless if the Company fails to complete its initial business combination by July 31, 2020. The Company will pay
the costs of liquidation from its remaining assets outside of the trust account.
If the Extension Amendment
Proposal is approved, what happens next?
The Company is continuing its efforts to
complete its initial business combination, which will involve:
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·
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negotiating, executing and announcing the entry into a definitive agreement;
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completing, filing and distributing proxy materials, tender offer documents and/or a registration
statement, as may be applicable;
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holding a special meeting to consider and approve the proposed business combination, if applicable.
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The Company is seeking approval of the
Extension Amendment because the Company will not be able to complete all of the tasks listed above prior to July 31, 2020. If the
Extension Amendment is approved, the Company expects to seek stockholder approval of an initial business combination. If stockholders
approve an initial business combination, the Company expects to consummate such business combination as soon as possible following
stockholder approval.
Upon approval by 65% of the common stock
outstanding as of the record date of the Extension Amendment Proposal, the Company will file an amendment to the charter with the
Secretary of State of the State of Delaware in the form attached as Annex A hereto. The Company will remain a reporting
company under the Exchange Act, and its units, common stock and public warrants (as defined below) will remain publicly traded.
If the Extension Agreement Proposal is
approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the trust account and
increase the percentage interest of the Company’s common stock held by our Sponsor and the Company’s directors and
officers through the founder shares. We will not proceed with the Extension if redemptions of public shares cause us to have less
than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
If the Extension Amendment Proposal is
approved, the Company’s Sponsor will continue to receive payments from the Company of up to $5,000 per month for the provision
of office space, utilities and secretarial and administrative support as may be reasonably required by the Company until the earlier
of the Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the terms
of the Administrative Support Agreement entered into between the Company and the Sponsor on October 15, 2018 (the “Administrative
Support Agreement”).
Would I still be able to exercise
my redemption rights in connection with a vote to approve a proposed business combination?
Yes. Assuming you are a stockholder as
of the record date for voting on a proposed business combination, you will be able to vote on a proposed business combination when
it is submitted to stockholders. If you disagree with the business combination, you will retain your right to redeem your public
shares upon consummation of such business combination, subject to any limitations set forth in our charter.
How do I change my vote?
If you have submitted a proxy to vote your
shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s Secretary
prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone
will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 118 Vintage Park
Blvd., Suite W-222, Houston Texas, 77070, Attn: Secretary.
How are votes counted?
Votes will be counted by the inspector
of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions
and broker non-votes for each of the proposals.
A stockholder’s failure to vote by
proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to
validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote
“AGAINST” the Extension Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal. Abstentions
will be counted in connection with the determination of whether a valid quorum is established and will have the effect of a vote
“AGAINST” the Extension Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal.
If my shares are held in “street
name,” will my broker automatically vote them for me?
If you do not give instructions to your
broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote your shares with
respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your
broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker
instructions, your shares will be treated as broker non-votes with respect to all proposals. Broker non-votes will be treated
as a vote against the Extension Amendment Proposal and will have no effect on the Adjournment Proposal.
What is a quorum requirement?
A quorum of stockholders is necessary to
hold a valid meeting. A quorum will be present if at least a majority of the votes that could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting are represented in person or by proxy at the meeting.
Your shares will be counted towards the
quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote
in person at the special meeting. Abstentions (but not broker non-votes) will be counted towards the quorum requirement. If there
is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting to another date.
Who can vote at the special
meeting?
Only holders of record of the Company’s
common stock at the close of business on July 2, 2020 are entitled to have their vote counted at the special meeting and any adjournments
or postponements thereof. On this record date, [ ] shares of common stock were outstanding and entitled to vote.
Stockholder of Record: Shares Registered
in Your Name. If on the record date your shares were registered directly in your name with the Company’s transfer agent,
Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may
vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person,
we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered
in the Name of a Broker or Bank If on the record date your shares were held, not in your name, but rather in an account at
a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street
name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the
right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the
special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special
meeting unless you request and obtain a valid proxy from your broker or other agent.
Does the board recommend voting
for the approval of the proposals?
Yes. After careful consideration
of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of
the Company and its stockholders. The Board recommends that the Company’s stockholders vote “FOR” each
of the Extension Amendment Proposal and the Adjournment Proposal.
What interests do the Company’s
directors and officers have in the approval of the proposals?
The Company’s directors and officers
have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests
include ownership of founder shares and warrants that may become exercisable in the future, loans by them that will not be repaid
in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The
Extension Amendment Proposal—Interests of the Company’s Directors and Officers”
What if I object to the Extension
Amendment? Do I have appraisal rights?
Stockholders do not have appraisal rights
in connection with the Extension Amendment under the DGCL.
What happens to the Company’s
warrants if the Extension Amendment is not approved?
If the Extension Amendment Proposal
is not approved and we do not consummate a business combination by July 31, 2020, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and
income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of
creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the event of our winding up.
What happens to the Company’s
warrants if the Extension Amendment Proposal is approved?
If the Extension Amendment Proposal is
approved, the Company will continue to attempt to consummate a business combination until the Extended Date, and will retain the
blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their
terms.
How do I vote?
If you are a holder of record of Company
common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or
not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may
submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage
paid envelope. You may still attend the special meeting and vote in person if you have already voted by proxy.
If your shares of Company common stock
are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how
to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not
the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid
proxy from your broker or other agent.
How do I redeem my shares of
common stock?
Pursuant to the charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension
Amendment is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(i)
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(a) hold public shares or (b) hold public shares through units and you elect to separate your units
into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and
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(ii)
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prior to 5:00 p.m., Eastern Time, on July 27, 2020, (a) submit a written request to Continental
Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”), that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company (“DTC”).
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Holders of units must elect to separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If
holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to
separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name,
the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all
or a portion of their public shares even if they vote for the Extension Amendment Proposal.
What should I do if I receive
more than one set of voting materials?
You may receive more than one set of
voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if
your shares are registered in more than one name or are registered in different accounts. For example, if you hold
your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card
that you receive in order to cast a vote with respect to all of your shares.
Who is paying for this proxy
solicitation?
The Company will pay for the entire cost
of soliciting proxies. The Company has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation
of proxies for the special meeting. The Company has agreed to pay Morrow a fee of $20,000. The Company will reimburse
Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities,
losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies
in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for
soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners.
Who can help answer my questions?
If you have questions about the proposals
or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Graf Industrial Corp.
117 Vintage Park Blvd., Suite W-222
Houston, Texas 77070
Attn: James A. Graf and Michael Dee
Email: james@grafacq.com
You may also contact the Company’s
proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: GRAF.info@investor.morrowsodali.com
You may also obtain additional information
about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can
Find More Information.”
If you are a holder of public shares and
you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically)
to the transfer agent at the address below prior to 5:00 p.m., Eastern Time, on July 27, 2020. If you have questions regarding
the certification of your position or delivery of your stock, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
THE SPECIAL
MEETING
Date, Time, Place and Purpose of the
Special Meeting
The special meeting will be held at 9:00
a.m., local time, on Wednesday, July 29, 2020 at the Company’s corporate offices at 118 Vintage Park Blvd, Suite W-222,
Houston, Texas 77070. Due to concerns about the coronavirus (COVID-19), we may hold the special meeting solely by means
of remote communication or provide for the ability of stockholders to attend the special meeting by means of remote communication.
In that event, we will announce that fact as promptly as practicable, and details on how to participate will be issued by
press release, posted on our website at www.grafacq.com and filed with the U.S. Securities and Exchange Commission as supplemental
proxy material.
At the special meeting, stockholders are
being asked to consider and vote on proposals to:
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(a)
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Proposal No. 1 — The Extension Amendment Proposal — amend the charter to extend
the date by which the Company has to consummate a business combination from July 31, 2020 to September 30, 2020; and
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(b)
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Proposal No. 2 — The Adjournment Proposal — approve the adjournment of the special
meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event
that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
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Voting Power; Record Date
You will be entitled to vote or direct
votes to be cast at the special meeting if you owned Company common stock at the close of business on July 2, 2020, the record
date for the special meeting. You will have one vote per proposal for each share of common stock you owned at that time. The Company’s
warrants do not carry voting rights.
At the close of business on the record
date, there were [ ] outstanding shares of Company common stock entitled to vote, of which 6,094,128 were founder shares and [
] were public shares.
Votes Required
Approval of the Extension Amendment Proposal
requires the affirmative vote of 65% of the outstanding shares of common stock entitled to vote thereon at the special meeting.
Approval of the Adjournment Proposal requires the affirmative vote for the proposal by the holders of a majority of the shares
of common stock who, being present and entitled to vote at the special meeting, vote at the special meeting.
A stockholder’s failure to vote by
proxy or to vote in person at the special meeting will not be counted towards the number of shares of common stock required to
validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote
“AGAINST” the Extension Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal. Abstentions
will be counted in connection with the determination of whether a valid quorum is established and will have the effect of a vote
“AGAINST” the Extension Amendment Proposal but will have no effect on the outcome of the Adjournment Proposal.
If you do not want a proposal to be approved,
you must abstain, not vote, or vote against the proposal. The Company anticipates that a public stockholder who tenders shares
for redemption in connection with the vote to approve the Extension Amendment would receive payment of the redemption price for
such shares soon after the completion of the Extension Amendment.
Voting
You can vote your shares at the special
meeting by proxy or in person.
You can vote by proxy by having one or
more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the special meeting is called voting “by proxy.”
If you wish to vote by proxy, you must
(i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy
by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy
card or voting instruction card.
If you complete the proxy card and mail
it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate each
of James A. Graf and Michael Dee to act as your proxy at the special meeting. One of them will then vote your shares at the special
meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect
to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special
meeting.
Alternatively, you can vote your shares
in person by attending the special meeting. You will be given a ballot at the special meeting.
A special note for those who plan to
attend the special meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must
bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating
that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the special
meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for your proxy.
Giving our Board your proxy means you authorize it to vote your shares at the special meeting in the manner you direct.
You may vote for or withhold your vote for the nominee or proposal or you may abstain from voting. All valid proxies
received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder
specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with
the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” each of the
Extension Amendment and the Adjournment Proposal and as the proxy holders may determine in their discretion with respect to any
other matters that may properly come before the special meeting.
Stockholders who have questions or need
assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at (800) 662-5200 or by sending
a letter to 470 West Avenue, Stamford, CT 06902.
Stockholders who hold their shares in “street
name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their
shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.
Revocability of Proxies
Any proxy may be revoked by the person
giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Secretary
at Graf Industrial Corp., 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070, either a written notice of revocation bearing
a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting
and voting in person.
Simply attending the special meeting will
not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record
holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance at the Special Meeting
Only holders of common stock, their proxy
holders and guests we may invite may attend the special meeting. If you wish to attend the special meeting in person but
you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo
at the special meeting. For example, you may bring an account statement showing that you beneficially owned shares of the
Company as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the broker,
bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote
your shares.
Solicitation of Proxies
Your proxy is being solicited by our Board
on the proposals being presented to stockholders at the special meeting. The Company has agreed to pay Morrow a fee of $20,000.
The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against
certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and
officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be
paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for
the cost of forwarding proxy materials to beneficial owners. You may contact Morrow at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: GRAF.info@investor.morrowsodali.com
The cost of preparing, assembling, printing
and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special
meeting, will be borne by the Company.
Some banks and brokers have customers who
beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit
such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional
solicitation of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate
making such solicitation directly.
No Right of Appraisal
The Company’s stockholders do not
have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly,
our stockholders have no right to dissent and obtain payment for their shares.
Other Business
We are not currently aware of any business
to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying
this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the
matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come
before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of the
special meeting, we expect that the shares of common stock represented by properly submitted proxies will be voted by the proxy
holders in accordance with the recommendations of our Board.
Principal Executive Offices
Our principal executive offices are located
at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.
PROPOSAL
NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Background
On October 18, 2018, we consummated our
IPO of 22,500,000 units at a price of $10.00 per unit (the “units”) generating gross proceeds of $225,000,000
before underwriting discounts and expenses. Each unit consists of one share of the Company’s Common stock and one redeemable
warrant (the “public warrants”). Each public warrant entitles the holder thereof to purchase three-quarters
of one share of common stock at a price of $11.50 per share. On October 18, 2018, simultaneously with the consummation of our IPO,
we completed the private sale of 14,150,605 warrants (the “private placement warrants”) at a price of $0.50
per private placement warrant, in a private placement to the Sponsor, generating gross proceeds of $7,080,000. On October 25, 2018,
the Company consummated the closing of the sale of 1,876,512 additional units upon receiving notice of the underwriters’
election to partially exercise their overallotment option (the “Over-allotment”), generating additional gross
proceeds of approximately $18.8 million, and incurred additional underwriting commissions of approximately $0.4 million.
Our charter originally provided that we
had 18 months from the closing of the Company’s IPO, or until April 18, 2020, to complete an initial business combination.
Despite our best efforts in searching for a potential target business, we were not able to complete an initial business combination
by that date and, on April 16, 2020, our stockholders approved an amendment to the charter to extend the time we had to complete
an initial business combination from April 18, 2020 to July 31, 2020. In connection with such approval, an aggregate of 12,921,275
shares of our common stock were redeemed, and approximately $132.1 million was withdrawn from the trust account to pay for such
redemptions. As of June 25, 2020, we had $117,291,468.19 remaining in the trust account.
The Extension Amendment
We are proposing to amend our charter to
extend the date by we have to consummate a business combination to the Extended Date. Approval of the Extension Amendment is a
condition to the implementation of the Extension. A copy of the proposed amendment to our charter is attached to this proxy statement
as Annex A.
Reasons for the Proposal
The charter provides that the Company has
until July 31, 2020 to complete a business combination. Despite our best efforts in searching for a potential target business,
our Board believes that there will not be sufficient time before July 31, 2020 to complete a business combination. The charter
states that if the Company’s stockholders approve an amendment to the charter (i) to modify the substance or timing of its
obligation to redeem 100% of the public shares if it does not complete an initial business combination by July 31, 2020 or (ii)
with respect to any other provision relating to stockholders’ rights or pre-business combination activity, the Company will
provide its public stockholders with the opportunity to redeem their public shares upon such approval, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding
public shares. Because the Company will not be able to complete an initial business combination by July 31, 2020, the Company has
determined to seek stockholder approval to extend the time for closing a business combination beyond July 31, 2020 to the Extended
Date. If the Extension Amendment is approved, the Company expects to seek stockholder approval of an initial business combination.
The Company is not asking you to vote on
any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
you will retain the right to vote on any proposed business combination in the future and the right to redeem your public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the
number of then outstanding public shares, in the event the proposed business combination is approved and completed or the Company
has not consummated a business combination by the Extended Date.
The charter provides that if the Company’s
stockholders approve an amendment to the charter (i) to modify the substance or timing of its obligation to redeem 100% of the
public shares if it does not complete an initial business combination by July 31, 2020 or (ii) with respect to any other provision
relating to stockholders’ rights or pre-business combination activity, the Company will provide its public stockholders with
the opportunity to redeem their public shares upon such approval, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. We believe that
this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. We also
believe that, given the Company’s expenditure of time, effort and money on pursuing an initial business combination, circumstances
warrant providing stockholders an opportunity to consider a transaction.
If the Extension Amendment
Proposal is Not Approved
If the Extension Amendment Proposal is
not approved and we do not consummate a business combination by July 31, 2020, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
The Sponsor and the Company’s officers
and directors waived their rights to participate in any liquidation distribution with respect to any founder shares held by them.
In addition, there will be no distribution from the trust account with respect to the Company’s warrants, which will expire
worthless if the Company fails to complete its initial business combination by July 31, 2020. The Company will pay the costs of
liquidation from its remaining assets outside of the trust account.
If the Extension Amendment
Proposal is Approved
If the Extension Amendment is approved,
the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex
A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting
company under the Exchange Act, and its units, common stock and warrants will remain publicly traded. The Company will then continue
to work to consummate a business combination by the Extended Date.
You are not being asked to vote on an
initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in
connection with the Extension, you will retain the right to vote on an initial business combination when it is submitted to stockholders
and the right to redeem your public shares for cash from the Trust Account in the event the proposed business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is
approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the
Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust
Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction
of the $117,291,468.19 that was in the Trust Account as of June 25, 2020. However, we will not proceed with the Extension if the
number of redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the
Extension Amendment proposal.
If the Extension Amendment Proposal is
approved, the Sponsor will continue to receive payments from the Company of up to $5,000 per month for the provision of office
space, utilities and secretarial and administrative support as may be reasonably required by the Company until the earlier of the
Company’s consummation of an initial business combination or the Company’s liquidation pursuant to the terms of the
Administrative Support Agreement.
Redemption Rights
In connection with the approval of the
Extension Amendment Proposal each public stockholder may seek to redeem his, her or its public shares. Holders of public shares
who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares
in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business
combination by the Extended Date.
TO DEMAND REDEMPTION, YOU MUST ENSURE
YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES BE
REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON JULY
27, 2020. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them
until the effective date of the Extension Amendment and Election.
Pursuant to the charter, a public stockholder
may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if the Extension
Amendment is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(i)
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(a) hold public shares or (b) hold public shares through units and you elect to separate your units
into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
and
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(ii)
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prior to 5:00 p.m., Eastern Time, on July 27, 2020, (a) submit a written request to Continental
Stock Transfer & Trust Company, the Company’s transfer agent (the “transfer agent”), that the Company
redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through
The Depository Trust Company (“DTC”).
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Holders of units must elect to separate
the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders
hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate
the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder
must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of
their public shares even if they vote for the Extension Amendment Proposal.
Through the DWAC system, this electronic
delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street
name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering
shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker
and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine
whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this
process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders
will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system.
Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their
shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered
in accordance with these procedures prior to the vote on the Extension Amendment will not be redeemed for cash held in the trust
account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it
does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our
transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer
agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address
listed above. In the event that a public stockholder tenders shares and the Extension Amendment is not approved, these shares will
not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following
the determination that the Extension Amendment will not be approved. The Company anticipates that a public stockholder who tenders
shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such
shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders
that make the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, the Company will
redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income
taxes, divided by the number of then outstanding public shares. Based on the amount in the trust account as of June 25, 2020, this
would amount to approximately $10.24 per share. The closing price of the common stock on June 25, 2020, the most recent closing
price, was $11.58.
If you exercise your redemption rights,
you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be
entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s
transfer agent prior to the vote on the Extension Amendment. The Company anticipates that a public stockholder who tenders shares
for redemption in connection with the vote to approve the Extension Amendment would receive payment of the redemption price for
such shares soon after the completion of the Extension Amendment.
Material U.S. Federal Income Tax Consequences
The following discussion is a general summary
of certain material U.S. federal income tax consequences to the Company’s stockholders with respect to the exercise of redemption
rights in connection with the approval of the Extension Amendment. This discussion is based on the Internal Revenue Code of 1986,
as amended (the “Code”), laws, regulations, rulings and decisions in effect on the date hereof, all of which
are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income
tax consequences different from those described below. This discussion does not address the tax consequences to stockholders under
any state, local, or non-U.S. tax laws or any other U.S. federal tax, including the alternative minimum tax provisions of the Code
and the net investment income tax.
This discussion applies only to stockholders
of the Company who are “United States persons,” as defined in the Code and who hold their shares as a “capital
asset,” as defined in the Code. A stockholder is a United States person for U.S. federal income tax purposes if such stockholder
is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for
U.S. federal income tax purposes) that was created or organized in the U.S. or under the laws of the United States, any state thereof,
or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source,
or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the
trust and one or more U.S. holders have the authority to control all substantial decisions of the trust, or (b) such trust has
in effect a valid election to be treated as a United States person.
This discussion does not address all
of the U.S. federal income tax consequences that may be relevant to particular stockholders in light of their individual
circumstances or to certain types of stockholders subject to special treatment under the Code, including, without limitation,
regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment
companies, cooperatives, banks and certain other financial institutions, insurance companies, tax exempt organizations,
retirement plans, stockholders that are, or hold shares through, partnerships or other pass through entities for U.S. federal
income tax purposes, United States persons whose functional currency is not the U.S. dollar, dealers in securities or foreign
currency, traders that mark to market their securities, certain former citizens and long-term residents of the United States,
and stockholders holding Company shares as a part of a straddle, hedging, constructive sale or conversion transaction.
If a partnership is a stockholder, the
tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners
should consult their own tax advisors regarding the specific tax consequences to them of their partnership making the Election.
No legal opinion of any kind has been or
will be sought or obtained regarding the U.S. federal income tax or any other tax consequences of making or not making the Election.
In addition, the following discussion is not binding on the U.S. Internal Revenue Service (“IRS”) or any other
taxing authority, and no ruling has been or will be sought or obtained from the IRS or other taxing authority with respect to any
of the U.S. federal income tax consequences or any other tax consequences that may arise in connection with the Election. There
can be no assurance that the IRS or other taxing authority will not challenge any of the general statements made in this summary
or that a U.S. court or other judicial body would not sustain such a challenge.
THE FOLLOWING DISCUSSION IS FOR GENERAL
INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS TAX ADVICE. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT
TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF MAKING OR NOT MAKING THE ELECTION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL
AND NON-U.S. TAX RULES AND POSSIBLE CHANGES IN LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS PROXY STATEMENT.
U.S. Federal Income Tax Treatment
of Non-Electing Stockholders
A stockholder who does not make the Election
(including any stockholder who votes in favor of the Extension Amendment) will continue to own his or her shares and warrants,
and will not recognize any income, gain or loss for U.S. federal income tax purposes by reason of the Extension Amendment.
U.S. Federal Income Tax Treatment
of Electing Stockholders
A stockholder who makes the Election will
receive cash in exchange for the tendered shares, and will be considered for U.S. federal income tax purposes either to have made
a sale of the tendered shares (a “Sale”), or will considered to have received a distribution with respect to
his shares (a “Distribution”) that may be treated as (i) dividend income, (ii) or a nontaxable recovery of basis
in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the Distribution
was made had been sold.
If a redemption of shares is treated as
a Sale, the stockholder will recognize gain or loss equal to the difference between the amount of cash received in the redemption
and the stockholder’s adjusted tax basis in the redeemed shares. Any such gain or loss will be capital gain or loss and will
be long-term capital gain or loss if the holding period of the redeemed shares exceeds one year as of the date of the redemption.
A stockholder’s adjusted tax basis in the redeemed shares generally will equal the stockholder’s acquisition cost for
those shares. If the holder purchased an investment unit consisting of both shares and warrants, the cost of such unit must be
allocated between the shares and warrants that comprised such unit based on their relative fair market values at the time of the
purchase. Calculation of gain or loss must be made separately for each block of shares owned by a stockholder. Depending upon a
stockholder’s particular circumstances, a stockholder may be able to designate which blocks of stock are redeemed in connection
with the Extension Amendment.
A redemption will be treated as a
Sale with respect to a stockholder if the redemption of the stockholder’s shares (i) results in a “complete
termination” of the stockholder’s interest in the Company, (ii) is “substantially
disproportionate” with respect to the stockholder or (iii) is “not essentially equivalent to a dividend”
with respect to such stockholder. In determining whether any of these tests has been met, each stockholder must consider not
only shares actually owned but also shares deemed to be owned by reason of applicable constructive ownership rules. A
stockholder may be considered to constructively own shares that are actually owned by certain related individuals or
entities. In addition, a right to acquire shares pursuant to an option causes the covered shares to be constructively owned
by the holder of the option. Accordingly, any stockholder who has tendered all of his actually owned shares for redemption
but continues to hold warrants after the redemption will generally not be considered to have experienced a complete
termination.
In general, a distribution to a stockholder
in redemption of shares will qualify as “substantially disproportionate” only if the percentage of the Company’s
shares that are owned by the stockholder (actually and constructively) after the redemption is less than 80% of the percentage
of outstanding Company shares owned by such stockholder before the redemption. Whether the redemption will result in a more than
20% reduction in a stockholder’s percentage interest in the Company will depend on the particular facts and circumstances,
including the number of other tendering stockholders that are redeemed pursuant to the Election.
Even if the redemption of a stockholder’s
shares in connection with the Extension Amendment is not treated as a Sale under either the “complete redemption” test
or the “substantially disproportionate” test described above, the redemption may nevertheless be treated as a Sale
of the shares (rather than as a Distribution) if the effect of the redemption is “not essentially equivalent to a dividend”
with respect to that stockholder. A redemption will satisfy the “not essentially equivalent to a dividend” test if
it results in a “meaningful reduction” of the stockholder’s equity interest in the Company. The IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held
corporation who exercises no control over and does not participate in the management of our corporate affairs may constitute such
a meaningful reduction. However, the applicability of this ruling is uncertain and stockholders who do not qualify for Sale treatment
under either of the other two tests should consult their own tax advisors regarding the potential application of the “not
essentially equivalent to a dividend” test to their particular situations.
If none of the tests for Sale treatment
are met with respect to a stockholder, amounts received in exchange for the stockholder’s redeemed shares will be taxable
to the stockholder as a “dividend” to the extent of such stockholder’s ratable share of the Company’s current
and accumulated earnings and profits. Although it is believed that the Company presently has no material accumulated earnings and
profits, it will not be possible to definitely determine whether the Company will have, as of the end of its taxable year, any
current earnings. If there are no current or accumulated earnings or the amount of the Distribution to the stockholder exceeds
his share of earnings and profits, the excess of redemption proceeds over any portion that is taxable as a dividend will be treated
as a non-taxable return of capital to the stockholder (to the extent of the stockholder’s adjusted tax basis in the redeemed
shares). Any amounts received in the Distribution in excess of the stockholder’s adjusted tax basis in the redeemed shares
will constitute taxable gain of the same character as if the shares had been transferred in a Sale, and thus will result in recognition
of capital gain to the extent of such excess. If the amounts received by a tendering stockholder are required to be treated as
a “dividend,” the tax basis in the shares that were redeemed (after an adjustment for non-taxable return of capital
discussed above) will be transferred to any remaining shares held by such stockholder. If the redemption is treated as a dividend
but the stockholder has not retained any actually owned shares, the stockholder should consult his own tax advisor regarding possible
allocation of the basis in the redeemed shares to other interests in the Company.
Information Reporting and Back-up
Withholding
In general, in the case of
stockholders other than certain exempt holders, payors are required to report to the IRS the gross proceeds from the
redemption of shares in connection with the Extension Amendment. U.S. federal income tax laws require that, in order to avoid
potential backup withholding in respect of certain “reportable payments”, each tendering stockholder (or other
payee) must either (i) provide to the Company such stockholder’s correct taxpayer identification number
(“TIN”) (or certify under penalty of perjury that such stockholder is awaiting a TIN) and certify that (A)
such stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a
failure to report all interest and dividends or (B) the IRS has notified such stockholder that such stockholder is no longer
subject to backup withholding, or (ii) provide an adequate basis for exemption. Each tendering stockholder that is a United
States person is required to make such certifications by providing the Company a signed copy of Form W-9. Exempt tendering
stockholders are not subject to backup withholding and reporting requirements, but will be required to certify their
exemption from backup withholding on an applicable form. If the Company is not provided with the correct TIN or an adequate
basis for exemption, the relevant tendering stockholder may be subject to a $50 penalty imposed by the IRS, and any
“reportable payments” made to such stockholder pursuant to the redemption will be subject to backup withholding
in an amount equal to 24% of such “reportable payments.” Amounts withheld, if any, are generally not an
additional tax and may be refunded or credited against the stockholder’s U.S. federal income tax liability, provided
that the stockholder timely furnishes the required information to the IRS.
As previously noted above, the foregoing
discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not
intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with
your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal,
state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension
Amendment.
Required Vote
Approval
of the Extension Amendment Proposal requires the affirmative vote of 65% of the outstanding shares of common stock entitled to
vote thereon at the special meeting. If the Extension Amendment is not approved, the Extension Amendment will not be implemented
and the Company will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to the Company to pay its income taxes (less up to $100,000 of such net interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Board, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law.
All of the Company’s directors, officers
and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment.
On the record date, the Sponsor and the Company’s officers and directors beneficially owned and were entitled to vote
an aggregate of 6,144,146 shares of common stock (including 6,094,128 founder shares), which represents approximately 35% of the
Company’s issued and outstanding common stock.
In addition, the Sponsor and the Company’s
directors, officers or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions
or in the open market prior to the special meeting, although they are under no obligation to do so.
Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling
stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of
the Extension Amendment and/or will not exercise its redemption rights with respect to the shares so purchased.
The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be
voted upon at the special meeting are approved by the requisite number of votes. In
the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted
against the Extension Amendment and elected to redeem their shares for a portion of the trust account.
Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share
pro rata portion of the trust account. Any public shares held by or subsequently
purchased by our affiliates may be voted in favor of the Extension Amendment. None
of the Company’s Sponsor, director, officers, advisors or their affiliates may make any such purchases when they are in possession
of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange
Act.
Interests of the Company’s Directors
and Officers
When you consider the recommendation of
our Board, you should keep in mind that the Company’s officers and members of our Board have interests that may be different
from, or in addition to, your interests as a stockholder. These interests include,
among other things:
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If the Extension Amendment is not approved and we do not consummate a business combination by July
31, 2020, the 6,094,128 founder shares held by the Sponsor and the Company’s officers and directors will be worthless (as
they have waived their liquidation rights with respect to such shares), as will the 14,150,605 private placement warrants held
by the Sponsor (as they will expire worthless). Such common stock and warrants had
an aggregate market value of approximately $90.2 million based on the closing price of $11.58 and $1.39, respectively, on the New
York Stock Exchange (“NYSE”) on June 25, 2020. James A. Graf is
the managing member of the Sponsor and shares voting and investment discretion with respect to the common stock held by the Sponsor;
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In connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances
to ensure that the proceeds in the trust account are not reduced by the claims of any third party for services rendered or products
sold to the company or target businesses with which the Company has entered into certain agreements;
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All rights specified in the charter relating to the right of officers and directors to be indemnified
by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior
acts or omissions, will continue after a business combination. If the business combination
is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors
under those provisions;
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None of the Company’s officers or directors has received any cash compensation for services
rendered to the Company. All of the current members of our Board are expected to continue
to serve as directors at least through the date of the special meeting and may continue to serve following any potential business
combination and receive compensation thereafter; and
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The Sponsor, the Company’s officers and directors, and their affiliates are entitled to reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying
and investigating possible business targets and business combinations. However, if
the Company fails to obtain the Extension and consummate the business combination, they will not have any claim against the trust
account for reimbursement. Accordingly, the Company will most likely not be able to
reimburse these expenses if a business combination is not completed.
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Recommendation
As discussed above, after careful consideration
of all relevant factors, our Board has determined that the Extension Amendment Proposal is in the best interests of the Company
and its stockholders. Our Board has approved and declared advisable adoption of the
Extension Amendment Proposal.
Our Board recommends that you vote “FOR”
the Extension Amendment Proposal. Our Board expresses no opinion as to whether you should redeem your public shares.
PROPOSAL
NO. 2 — THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will
allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment.
Required Vote
Approval of the Adjournment Proposal requires
the affirmative vote for the proposal by the holders of a majority of the shares of common stock who, being present and entitled
to vote at the special meeting, vote at the special meeting.
Recommendation
Our Board recommends that you vote “FOR”
the approval of the Adjournment Proposal.
BENEFICIAL
OWNERSHIP OF SECURITIES
The following table sets forth information
regarding the beneficial ownership of our common stock as of June 25, 2020, by:
|
·
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock;
|
|
·
|
each of our executive officers and directors; and
|
|
·
|
all our executive officers and directors as a group.
|
Unless otherwise indicated, we believe
that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect beneficial ownership of the public warrants or private placement warrants as
these warrants are not exercisable within 60 days of the date of this proxy statement.
The number of shares beneficially owned
in the table below is based on the most recent information available to the Company and may not reflect the redemption of 12,921,275
of the Company’s shares that took place on April 16, 2020. See the section entitled “Proposal No. 1 – The
Extension Amendment Proposal – Background” for further information. We have based our calculation of the percentage
of beneficial ownership on 17,549,365 shares of our common stock issued and outstanding on June 25, 2020.
NAME AND ADDRESS OF BENEFICIAL OWNER(1)
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
|
|
|
APPROXIMATE
PERCENTAGE OF
OUTSTANDING
COMMON STOCK
|
|
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
Graf Acquisition LLC(2)(3)
|
|
|
6,026,128
|
|
|
|
34.3
|
%
|
James A. Graf(2)(3)
|
|
|
6,026,128
|
|
|
|
34.3
|
%
|
OC Opportunities Fund II, L.P.(2)(3)(4)
|
|
|
6,026,128
|
|
|
|
34.3
|
%
|
Michael Dee(11)
|
|
|
50,018
|
|
|
|
*
|
|
Keith W. Abell(2)
|
|
|
25,000
|
|
|
|
*
|
|
Julie J. Levenson(2)
|
|
|
18,000
|
|
|
|
*
|
|
Sabrina McKee(2)
|
|
|
25,000
|
|
|
|
*
|
|
Kevin Starke(12)
|
|
|
—
|
|
|
|
—
|
|
All executive officers and directors as a group (6 individuals)
|
|
|
6,144,146
|
|
|
|
35.0
|
%
|
|
|
|
|
|
|
|
|
|
Five
Percent Holders
|
|
|
|
|
|
|
|
|
Glazer Capital, LLC(13)
|
|
|
3,928,170
|
|
|
|
22.4
|
%
|
Magnetar Financial LLC(5)
|
|
|
2,525,000
|
|
|
|
14.4
|
%
|
Omni Partners LLP(6)
|
|
|
2,287,893
|
|
|
|
13.1
|
%
|
OxFORD Asset Management LLP(7)
|
|
|
1,810,000
|
|
|
|
10.31
|
%
|
Periscope Capital, Inc.(8)
|
|
|
1,724,200
|
|
|
|
9.8
|
%
|
Lighthouse Investment Partners LLC(9)
|
|
|
1,668,295
|
|
|
|
9.5
|
%
|
Karpus Management Inc.(10)
|
|
|
1,537,975
|
|
|
|
8.8
|
%
|
* Less than
1%
|
(1)
|
Unless otherwise noted, the business address of each of the following entities or individuals is
c/o Graf Industrial Corp., 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070.
|
|
(2)
|
Interests shown consist solely of founder shares.
|
|
(3)
|
Represents shares held by Graf Acquisition LLC, our Sponsor. James A. Graf, our CEO, is the managing
member of our Sponsor and shares voting and investment discretion with OC Opportunities Fund II, L.P. (“Owl Creek”)
with respect to the common stock held by our Sponsor. Each of Mr. Graf and Owl Creek may be deemed to have beneficial ownership
of the common stock held directly by our Sponsor. Each of Mr. Graf and Owl Creek disclaims any beneficial ownership of the reported
shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
|
|
(4)
|
The business address of OC Opportunities Fund II, L.P. is c/o Owl Creek Advisors, LLC, 640 Fifth
Avenue, 20th Floor, New York, New York 10019.
|
|
(5)
|
According to a Schedule 13G filed with the SEC on February 14, 2019, Magnetar Financial LLC, Magnetar
Capital Partners LP, Supernova Management LLC and Alec N. Litowitz share voting and dispositive power over 2,525,000 shares of
the Company’s common stock. The business address of these reporting persons is 1603 Orrington Avenue, 13th Floor, Evanston,
Illinois 60201.
|
|
(6)
|
According to a Schedule 13G/A filed with the SEC on February 24, 2020, Omni Partners LLP owns 2,287,893
shares of the Company’s common stock. The business address of this reporting person is 7 Air Street, London W1B 5AD, United
Kingdom.
|
|
(7)
|
According to a Schedule 13G filed with the SEC on February 13, 2019, OxFORD Asset Management LLP
has sole voting and dispositive power over 1,810,000 shares of the Company’s common stock. The business address of this reporting
person is 6 George Street, Oxford, United Kingdom, OX12BW.
|
|
(8)
|
According to a Schedule 13G filed with the SEC on February 14, 2020, Periscope Capital, Inc., has
voting and dispositive power over 1,724,200 shares of the Company’s common stock. The business address of this reporting
person is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.
|
|
(9)
|
According to a Schedule 13G filed with the SEC on February 6, 2020, Lighthouse Investment Partners
LLC and LHP Ireland Fund Management Limited share voting and dispositive power over 1,668,295 shares of the Company’s common
stock held directly by various funds for which they serve as managers. The business addresses of these reporting persons are 3801
PGA Boulevard, Suite 500, Palm Beach Gardens, Florida 33410 and 32 Molesworth Street, Dublin, D02 Y512, Ireland, respectively.
|
|
(10)
|
According to a Schedule 13G filed with the SEC on February 14, 2020, Karpus Management, Inc. has
sole voting and dispositive power over 1,537,975 shares of the Company’s common stock. The business address of this reporting
person is 183 Sully’s Trail, Pittsford, New York 14534.
|
|
(11)
|
Mr. Dee is a member of our Sponsor. Mr. Dee disclaims any beneficial ownership of any shares
held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
|
(12)
|
Mr. Starke is employed by Owl Creek Asset Management, L.P., which is an affiliate of Owl Creek,
a member of our Sponsor. Mr. Starke disclaims any beneficial ownership of the shares held by our Sponsor.
|
|
(13)
|
According to a Schedule 13G filed with the SEC on April 3, 2020, Glazer Capital, LLC and Paul J.
Glazer share voting and dispositive power over 3,928,170 shares of the Company’s common stock held directly by various funds
for which they serve as managers. The business address of these reporting persons is 250 West 55th Street, Suite 30A, New York,
New York 10019.
|
STOCKHOLDER
PROPOSALS
In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a stockholder, our bylaws provide that the stockholder must give
timely notice in proper written form to our secretary and such business must otherwise be a proper matter for stockholder action.
Such notice, to be timely, must be received at least 90 days, but no more than 120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders for the annual meeting; provided that in the event that the annual meeting is called
for a date that is not within 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be
timely must be so received no earlier than the close of business on the 120th day before the meeting and not later than
the later of (A) the close of business on the 90th day before the meeting or (B) the close of business on the 10th
day following the day on which public announcement of the date of the annual meeting is first made by the Company.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the SEC, the Company
and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the
same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate
copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the
future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of
such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s
principal executive offices at 118 Vintage Park Blvd., Suite W-222, Houston Texas, 77070, Attn: Secretary.
WHERE YOU
CAN FIND MORE INFORMATION
The Company files reports, proxy statements
and other information with the SEC as required by the Securities Exchange Act of 1934, as amended. The Company files its reports,
proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website
containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements
of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained
in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included
as an annex to this document.
You may obtain additional copies of this
proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment by contacting us at the following
address, telephone number or facsimile number:
Graf Industrial Corp.
117 Vintage Park Blvd., Suite W-222
Houston, Texas 77070
Attn: James A. Graf and Michael Dee
Telephone: (310) 745-8669
You may also obtain these documents at
no cost by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address
and telephone number:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Email: GRAF.info@investor.morrowsodali.com
In order to receive timely
delivery of the documents in advance of the special meeting, you must make your request for information no later than July
22, 2020.
ANNEX A
PROPOSED AMENDMENT TO THE SECOND AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION OF GRAF INDUSTRIAL CORP.
Pursuant to Section 245 of the
Delaware General Corporation Law
July [●], 2020
The undersigned, being a duly authorized
officer of Graf Industrial Corp. (the “Corporation”), a corporation existing under the laws of the State of
Delaware, does hereby certify as follows:
|
1.
|
The name of the Corporation is “Graf Industrial Corp.”.
|
|
2.
|
The Corporation’s original certificate of incorporation was filed with the Secretary of State
of the State of Delaware on June 28, 2018. An amended and restated certificate of incorporation was filed with the Secretary of
State of the State of Delaware on July 18, 2018. A second amended and restated certificate of incorporation was filed with the
State of Delaware on October 15, 2018. An amendment to the second amended and restated certificate of incorporation (as amended,
the “Second Amended and Restated Certificate”) was filed with the State of Delaware on April 16, 2020.
|
|
3.
|
This Amendment to the Second Amended and Restated Certificate (this “Amendment”)
amends the Second Amended and Restated Certificate.
|
|
4.
|
This Amendment was duly adopted by the affirmative vote of the holders of 65% of the stock entitled
to vote at a meeting of stockholders in accordance with the provisions of Sections 242 and 245 the General Corporation Law of the
State of Delaware.
|
|
5.
|
This Amendment shall become effective on the date of filing with the Secretary of State of the
State of Delaware.
|
|
6.
|
The text of Section 9.1(b) of the Second Amended and Restated Certificate is hereby amended and
restated to read in full as follows:
|
“(b) Immediately after
the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission on September 18, 2018,
as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account
(including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined
below) if the Corporation is unable to complete its initial Business Combination by September 30, 2020 and (iii) the redemption
of shares in connection with a vote seeking to amend any provisions of the Second Amended and Restated Certificate relating to
stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares
of common stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering
Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the
Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public
Stockholders.”
|
7.
|
The text of Section 9.2(c) of the Second Amended and Restated Certificate is hereby amended and
restated to read in full as follows:
|
“(d) In the event that
the Corporation has not consummated an initial Business Combination by September 30, 2020, the Corporation shall (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable
in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest
not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish
rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.”
|
8.
|
The text of Section 9.7 of the Second Amended and Restated Certificate is hereby amended and restated
to read in full as follows:
|
“Section 9.7. Additional
Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(c) to modify the substance
or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an
initial Business Combination by September 30, 2020 or to provide for redemption in connection with an initial Business Combination,
the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not
previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering
Shares; provided, however, that any such amendment will be voided, and this Article IX will remain
unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”
IN WITNESS WHEREOF, Graf Industrial Corp.
has caused this Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the
date first set forth above.
|
GRAF INDUSTRIAL CORP.
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
PRELIMINARY
PROXY CARD – SUBJECT TO COMPLETION GRAF INDUSTRIAL CORP. THIS PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON JULY 29, 2020 The undersigned
hereby appoints James A. Graf and Michael Dee (together, the “Proxies”),
and each of them independently, with full power of substitution, as proxies to vote the
shares that the undersigned is entitled to vote at the special meeting of shareholders
of Graf Industrial Corp. ("GRAF"), to be held at 9:00 a.m., local time, on July 29, 2020,
at GRAF's corporate offices located at 118 Vintage Park Blvd., Suite W-222, Houston,
Texas 77070, and at any adjournments and/or postponements thereof. Due to concerns about
the coronavirus (COVID- 19), we may hold the special meeting solely by means of remote
communication or provide for the ability of stockholders to attend the special meeting
by means of remote communication. In that event, we will announce that fact as promptly
as practicable, and details on how to participate will be issued by press release, posted
on our website at www.grafacq.com and filed with the U.S. Securities and Exchange Commission
as supplemental proxy material. Such shares shall be voted as indicated with respect
to the proposals listed and in the Proxies’ discretion on such other matters as
may properly come before the special meeting or any adjournment or postponement thereof.
The undersigned acknowledges receipt of the enclosed proxy statement and revokes all
prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFIC
DIRECTION IS GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH
PROPOSAL PRESENTED TO SHAREHOLDERS. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY. (Continued and to be marked, dated and signed below) Important Notice Regarding
the Availability of Proxy Materials for the Special Meeting: The Notice and Proxy Statement
are available at: https://www.cstproxy.com/grafindustrialcorp/2020 P R O X Y 1) Amend
(the “Extension Amendment”) the Company’s second amended and restated
certificate of incorporation (as amended, the “charter”) to extend the date
by which the Company has to consummate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses
(a “business combination”) from July 31, 2020 to September 30, 2020 (the
“Extension,” and such date, the “Extended Date”) (“the
Extension Amendment Proposal”); and X Please mark vote as indicated in this example
2) Approve the adjournment of the special meeting to a later date or dates, if necessary
or appropriate, to permit further solicitation and vote of proxies in the event that
there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Amendment Proposal (the “Adjournment Proposal”). FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED Date: , 2020
Shareholder’s Signature Shareholder’s Signature NOTE: Please sign as name
appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. The shares represented by the proxy,
when properly executed, will be voted in the manner directed herein by the undersigned
shareholder(s). If no direction is made, this proxy will be voted “FOR” each
director nominee and proposal presented to shareholders. If any other matters properly
come before the general meeting, unless such authority is withheld on this proxy card,
the Proxies will vote on such matters in their discretion. The Board of Directors recommends
a vote “FOR” proposals 1 and 2.
|
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