RideNow Group, Inc 8-K, filed Jul 1, 2021
RideNow Group, Inc. (RDNW)
8-K
2021-07-01
For: 2021-07-01
View Original
Added on
April 12, 2026
About this 8-K
RideNow Group, Inc filed this 8-K on July 1, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
|
001-38248
|
|
46-3951329
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification
No.)
|
|
|
|
|
|
901 W. Walnut Hill Lane
|
|
75038
|
|
Irving, Texas
|
|
(Zip Code)
|
|
(Address of Principal Executive Offices)
|
|
|
(214) 771-9952
(Registrant’s Telephone Number, Including Area
Code)
(Former Name or Former Address, If Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
⛝Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $0.001 par value
|
RMBL
|
The
Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other
Events.
On July
1, 2021, RumbleOn, Inc. (the “Company” or
“RumbleOn”) issued a press release announcing that it
had filed a definitive proxy statement for its special meeting of
stockholders in connection with the proposed Business Combination
with RideNow (the “Transaction”). A copy of the press
release is attached as Exhibit 99.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
Press release, dated July 1, 2021
|
|
|
|
|
|
|
|
|
|
Additional Information about the Transaction and Where to Find
It
In
connection with the Transaction, on July 1, 2021, RumbleOn filed
with the SEC and commenced the mailing to stockholders of its
definitive proxy statement and proxy card relating to the
Transaction. INVESTORS AND STOCKHOLDERS OF RUMBLEON ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT RUMBLEON WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
RUMBLEON, RIDENOW, AND THE TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC's website (www.sec.gov) or by visiting RumbleOn's investor
resources section at www.rumbleon.com. The information contained
on, or that may be accessed through, the websites referenced in
this report is not incorporated by reference into, and is not a
part of, this report.
Participants in the Solicitation
RumbleOn
and its directors and executive officers may be deemed participants
in the solicitation of proxies from RumbleOn's stockholders with
respect to the Transaction. A list of the names of those directors
and executive officers and a description of their interests in
RumbleOn are included in the definitive proxy statement relating to
the Transaction and available at www.sec.gov. Additional
information regarding the interests of such participants is
contained in the definitive proxy statement relating to the
Transaction. Information about RumbleOn's directors and executive
officers and their ownership of RumbleOn's common stock is set
forth in the definitive proxy statement and in RumbleOn's Annual
Report on Form 10-K for the year ended December 31, 2020, which was
filed with the SEC on March 31, 2021. Other information regarding
the interests of the participants in the proxy solicitation is
included in the definitive proxy statement relating to the
Transaction. These documents can be obtained free of charge from
the sources indicated above.
No Offer or Solicitation
This
report does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval, by RumbleOn, nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful before the registration or qualification under
the securities laws of such state. Any offering of the securities
will only be by means of a statutory prospectus meeting the
requirements of the rules and regulations of the SEC and applicable
law or in accordance with an applicable exemption from the
registration requirements thereof.
Forward Looking Statements
Certain
statements made in this report are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "target,"
"believe," "expect," "will," "shall," "may," "anticipate,"
"estimate," "would," "positioned," "future," "forecast," "intend,"
"plan," "project," "outlook", and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. Examples of forward-looking
statements include, among others, statements made in this report
regarding the proposed transactions contemplated by the definitive
agreement, including the benefits of the Transaction, revenue
opportunities, anticipated future financial and operating
performance, and results, including estimates for growth, and the
expected timing of the Transaction. Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, they are based only on management's current beliefs,
expectations, and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of RumbleOn's control. Actual results
and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Transaction; (2) the failure to obtain debt and equity financing
required to complete the Transaction; (3) failure to obtain the OEM
approvals; (4) the inability to complete the Transaction, including
due to failure to obtain approval of the stockholders of RumbleOn,
certain regulatory approvals, or satisfy other conditions to
closing in the definitive agreement; (5) the impact of COVID-19
pandemic on RumbleOn's business and/or the ability of the parties
to complete the Transaction; (6) the risk that the Transaction
disrupts current plans and operations as a result of the
announcement and consummation of the Transaction; (7) the ability
to recognize the anticipated benefits of the Transaction, which may
be affected by, among other things, competition, the ability of
management to integrate the combined company's business and
operation, and the ability of the parties to retain its key
employees; (8) costs related to the Transaction; (9) changes in
applicable laws or regulations; (10) risks relating to the
uncertainty of pro forma and projected financial information with
respect to the combined company; and (11) other risks and
uncertainties indicated from time to time in the definitive proxy
statement filed with the SEC relating to the Transaction, including
those under "Risk Factors" therein, and in RumbleOn's other filings
with the SEC. RumbleOn cautions that the foregoing list of factors
is not exclusive. RumbleOn cautions readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. RumbleOn does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions, or
circumstances on which any such statement is based, whether as a
result of new information, future events, or otherwise, except as
may be required by applicable law. Neither RumbleOn nor RideNow
gives any assurance that after the Transaction the combined company
will achieve its expectations.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
RUMBLEON, INC.
|
|
|
|
|
|
|
Date: July 1, 2021
|
By:
|
/s/ Marshall Chesrown
|
|
|
|
Marshall Chesrown
|
|
|
|
Chief Executive Officer
|
Exhibit 99.1
RumbleOn Announces Filing of Definitive Proxy Statement and Date
for Special Meeting of Shareholders Relating to Previously
Announced Business Combination with RideNow
Special Meeting of Shareholders to be held on July 30, 2021 at 8:00
a.m. CT
DALLAS
- RumbleOn, Inc. (NASDAQ: RMBL), the e-commerce company using
innovative technology to simplify how dealers and consumers buy,
sell, trade or finance pre-owned vehicles, today announced that it
has filed its definitive proxy statement and will hold a special
meeting of its shareholders (“Special Meeting”) to
consider and vote on matters relating to the proposed business
combination with RideNow (the “Transaction”) as
disclosed in the definitive proxy statement. The definitive proxy
statement is dated July 1, 2021 and, together with the accompanying
proxy card, is first being mailed or otherwise delivered to
RumbleOn stockholders as of June 21, 2021, the record date for the
special meeting, on or about July 1, 2021.
A
special meeting of RumbleOn stockholders will be held on Friday,
July 30, 2021 at 8:00 a.m., Central time, at RumbleOn’s
headquarters, 901 W. Walnut Hill Lane, Irving, Texas 75038 in
Conference Room A, to consider and vote on the proposals related to
the Transaction. Only shareholders of RumbleOn Class A and Class B
common stock at the close of business on the record date are
entitled to notice of and to vote at the Special
Meeting.
Instructions
on how to attend, participate in and vote at the Special Meeting
are included in the definitive proxy statement, which is available
without charge on the SEC’s website at https://www.sec.gov.
RumbleOn encourages you to read the proxy statement carefully in
its entirety, including the annexes attached thereto and the
documents incorporated by reference therein. You should also
carefully review the information in the proxy statement under the
section titled “Risk Factors” and the risk factors
included in the documents incorporated by reference in the proxy
statement.
About RumbleOn
Founded in 2017, RumbleOn (NASDAQ: RMBL) is an ecommerce company
using innovative technology to aggregate and distribute pre-owned
automotive and powersport vehicles to and from both consumers and
dealers, 100% online. RumbleOn is disrupting the pre-owned vehicle
supply chain by providing dealers with technology solutions such as
virtual inventory, and a 24/7 distribution platform, and consumers
with an efficient, timely and transparent transaction experience.
Whether buying, selling, trading or financing a vehicle, RumbleOn
enables dealers and consumers to transact without geographic
boundaries in a transparent, fast and friction-free experience. For
more information, please visit http://www.rumbleon.com.
About RideNow
Founded
in 1983, RideNow has grown into the largest powersports retailer
group in the United States through its dealership consolidation
strategy. RideNow complements its vehicle sales with complete
parts, service, accessories, and after sales offerings. For more
information, please visit https://www.ridenow.com.
Additional Information about the Transaction and Where to Find
It
In connection with the Transaction, on July 1, 2021, RumbleOn filed
with the SEC, its definitive proxy statement. RumbleOn will mail
the definitive proxy statement and a proxy card to each RumbleOn
stockholder entitled to vote at the meeting of stockholders
relating to the Transaction. INVESTORS AND STOCKHOLDERS OF RUMBLEON
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT RUMBLEON WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT RUMBLEON, RIDENOW, AND THE TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov)
or by visiting RumbleOn's investor resources section
at www.rumbleon.com.
The information contained on, or that may be accessed through, the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press
release.
Participants in the Solicitation
RumbleOn and its directors and executive officers may be deemed
participants in the solicitation of proxies from RumbleOn’s
stockholders with respect to the Transaction. A list of the names
of those directors and executive officers and a description of
their interests in RumbleOn are included in the definitive proxy
statement relating to the Transaction and available
at www.sec.gov.
Additional information regarding the interests of such participants
is contained in the definitive proxy statement relating to the
Transaction. Information about RumbleOn’s directors and
executive officers and their ownership of RumbleOn’s common
stock is set forth in the definitive proxy statement and in
RumbleOn’s Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on March 31, 2021.
Other information regarding the interests of the participants in
the proxy solicitation is included in the definitive proxy
statement relating to the Transaction. These documents can be
obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, by RumbleOn, nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful before the registration or qualification
under the securities laws of such state. Any offering of the
securities will only be by means of a statutory prospectus meeting
the requirements of the rules and regulations of the SEC and
applicable law.
Forward Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “target,”
“believe,” “expect,” “will,”
“shall,” “may,” “anticipate,”
“estimate,” “would,”
“positioned,” “future,”
“forecast,” “intend,” “plan,”
“project,” “outlook”, and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this press release regarding the proposed transactions
contemplated by the definitive agreement, including the benefits of
the Transaction, revenue opportunities, anticipated future
financial and operating performance, and results, including
estimates for growth, and the expected timing of the Transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management’s current beliefs, expectations, and assumptions.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of RumbleOn's control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Transaction; (2) the failure to obtain debt and equity financing
required to complete the Transaction; (3) failure to obtain the OEM
approvals; (4) the inability to complete the Transaction, including
due to failure to obtain approval of the stockholders of RumbleOn,
certain regulatory approvals, or satisfy other conditions to
closing in the definitive agreement; (5) the impact of COVID-19
pandemic on RumbleOn's business and/or the ability of the parties
to complete the Transaction; (6) the risk that the Transaction
disrupts current plans and operations as a result of the
announcement and consummation of the Transaction; (7) the ability
to recognize the anticipated benefits of the Transaction, which may
be affected by, among other things, competition, the ability of
management to integrate the combined company's business and
operation, and the ability of the parties to retain its key
employees; (8) costs related to the Transaction; (9) changes in
applicable laws or regulations; (10) risks relating to the
uncertainty of pro forma and projected financial information with
respect to the combined company; and (11) other risks and
uncertainties indicated from time to time in the definitive proxy
statement filed with the SEC relating to the Transaction, including
those under “Risk Factors” therein, and in RumbleOn's
other filings with the SEC. RumbleOn cautions that the foregoing
list of factors is not exclusive. RumbleOn cautions readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. RumbleOn does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based,
whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
RumbleOn nor RideNow gives any assurance that after the Transaction
the combined company will achieve its expectations.
Investor Relations:
The
Blueshirt Group
Hilary
Sumnicht
investors@rumbleon.com
Source:
RumbleOn, Inc.