8-KThe WireRoutine
Company Update
Filed Dec 7, 2020 · 5y ago · Accession 0001552781-20-000598
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): December 7, 2020
____________________________________________
UBER TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
____________________________________________
Delaware
001-38902
45-2647441
(State
or other jurisdiction of incorporation or organization)
(Commission
File Number)
(I.R.S.
Employer Identification No.)
1455 Market
Street , 4th Floor
San Francisco ,
California 94103
(Address of
principal executive offices, including zip code)
(415) 612-8582
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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, par value $0.00001 per share
UBER
New
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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
o
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. o
Item 8.01 Other Events.
On December
7, 2020, Uber Technologies, Inc. (the “Company”) and Apparate USA LLC (“ATG”), the Company’s
subsidiary focused on the development and commercialization of autonomous vehicle technologies, entered into a definitive
agreement with Aurora Innovation, Inc. (“Aurora”) and certain other parties, pursuant to which, through a series
of merger transactions, Aurora will acquire ATG. In addition, at the closing of
the merger transactions, the Company will make a $400 million cash investment in Aurora. After giving effect to the merger
transactions and the investment, the Company, together with existing ATG investors, and ATG employees who continue their
employment with Aurora, are expected to collectively hold an approximately 40% ownership interest in Aurora on a fully
diluted basis. The Company itself is expected to hold an approximately 26% ownership interest in Aurora on a fully diluted
basis. In addition, at the closing of the transactions, the Company and
Aurora will enter into a collaboration agreement pursuant to which they will collaborate with respect to the launch and
commercialization of self-driving vehicles on the Company’s ridesharing network. The completion of the transactions is
subject to the e xpiration or termination of any waiting period (and any extension
thereof) applicable to the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary
closing conditions and is expected to close in the first quarter of 2021.
Forward-Looking
Statements
This
Form 8-K contains forward-looking statements regarding our future business expectations which involve risks and uncertainties.
Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,”
“expect,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
These risks, uncertainties and other factors relate to, among others, risks and uncertainties related to the pending transaction, the technological development of autonomous vehicle technologies, commercialization of autonomous vehicle technologies
and contemplated commercial collaboration with Aurora, including the costs, expenses or difficulties related to the transaction
and such collaboration; the risk that the transaction may not be completed within the expected timeframe or at all; failure to
realize the expected benefits of the transaction or the commercial collaboration; and the potential impact of the announcement,
pendency or consummation of the transaction or the commercial collaboration and the agreements of the parties in connection with
the foregoing on relationships with our employees, customers, suppliers and other business partners. In addition, other potential
risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks
and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 2, 2020 and in any subsequent Form 10-Qs and Form 8-Ks filed with the Securities and Exchange Commission. All
information provided in this Form 8-K is as of the date hereof and any forward-looking statements contained herein are based on
assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements
in this Form 8-K, which are based on information available to us on the date hereof. The Company undertakes no duty to update this
information unless required by law.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
104
The cover page of this Current Report on Form 8-K is formatted in Inline XBRL
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UBER
TECHNOLOGIES, INC.
Date:
December 7, 2020
By:
/s/
Dara Khosrowshahi
Dara Khosrowshahi
Chief Executive Officer
Filing details
- Company
- Uber Technologies, Inc
- Ticker
- UBER
- CIK
- 1543151
- Form type
- 8-K
- Filing date
- Dec 7, 2020
- Report date
- Dec 7, 2020
- Document
- e20603_uber-8k.htm
- Size
- 206 KB