UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 8, 2021 (
(Date of Report (date of earliest event reported)
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On November 5, 2021, Ambarella, Inc. (“Ambarella”) completed its previously announced acquisition of Oculii Corp., a Delaware corporation (“Oculii”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated October 26, 2021, by and among Ambarella, Ohio Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the indemnifying parties thereunder.
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Oculii (the “Merger”), and upon consummation of the Merger, Merger Sub ceased to exist and Oculii was the surviving corporation of the Merger and became a wholly-owned subsidiary of Ambarella.
Upon the closing of the Merger (the “Closing”), all outstanding shares of Oculii capital stock (other than certain cancelled shares and dissenting shares) and vested options to purchase Oculii capital stock were cancelled in exchange for the right to receive aggregate consideration of approximately $307.5 million in cash, subject to customary adjustments for cash, indebtedness, transaction expenses and working capital. In addition, upon the Closing, Ambarella assumed all unvested options to purchase Oculii capital stock that were held by continuing service providers, subject to customary adjustments with respect to the exercise price and number of shares underlying such options. Ambarella has agreed to file a Registration Statement on Form S-8 covering the registration of such Oculii options to be assumed by Ambarella.
The description of the Merger Agreement contained in this Item 2.01 is qualified in its entirety by the full text of the Merger Agreement, which was filed as an exhibit to Ambarella’s Form 8-K filed on October 26, 2021.
A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated November 8, 2021 | |
| 104 | Cover Page Interactive Data File—the cover page iXBRL tags are embedded within the Inline XBRL document | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 8, 2021 | Ambarella, Inc. | |||||
| /s/ Feng-Ming Wang | ||||||
| Feng-Ming Wang Chief Executive Officer | ||||||