Graf Industrial Corp.
GRAF · NYSE
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Subscription Agreement On July 2, 2020, Graf Acquisition LLC, listed on NYSE in October 2018.
- What it's doing now
- It agreed to buy Velodyne Lidar, Inc.. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Velodyne Lidar, Inc. — Velodyne ushered in a new era of autonomous technology with the invention of real-time surround view lidar sensors.
- Industry
- the deal record does not name the target's industry yet
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 16 October 2018
- size not on file
- Headquarters
- 5521 HELLYER AVENUE, SAN JOSE, CA, 95138
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Mattes Andreas W (Director) · McBeath Kathryn (Chief People Officer) · Tarman Laura (SVP of Worldwide Sales)
- Listed securities
- GRAF common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 16 October 2018IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closedDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
- PIPE
- ≈ $150M · unsourced
- Break fee
- $7M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
The score
deterministic, from filed fieldsGRAF is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Graf Industrial Corp. was a Delaware-incorporated blank-check company, also known as a special purpose acquisition company (SPAC), formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The company was headquartered in San Jose, California, and its common stock traded on the New York Stock Exchange under the ticker symbol GRAF. Graf Industrial's initial public offering was priced on October 16, 2018, with units offered at $10.00 each, each consisting of one share of common stock and one redeemable warrant, under SEC registration statement number 333-227396. The sponsor of the SPAC was Graf Acquisition LLC, which purchased founder shares and private placement warrants in connection with the offering.
The company's management was led by Chief Executive Officer James A. Graf, who directed the entity from its principal executive offices at 118 Vintage Park Blvd., Suite W-222, Houston, Texas 77070. Following its IPO lifecycle, Graf Industrial Corp. completed a business combination with Velodyne Lidar, Inc., a leading LiDAR technology company. Upon the closing of the merger, the SPAC's securities were converted into those of the successor registrant, Ouster, Inc., which now trades under the tickers OUST, OUST-WT, and OUST-WTA. The transaction was formally concluded when a Form 25 was filed on February 13, 2023, indicating that the shares had come to evidence other securities in substitution, officially closing the Graf Industrial Corp. entity.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The 0.8204 exchange ratio is fixed and expressly will not be adjusted for changes in the market price of either stock between signing and completion, so a Velodyne holder carries the full market risk of Ouster's shares over that interval. Ouster and Velodyne stockholders are each expected to own approximately 50% of the combined company on a fully diluted basis including equity awards. Velodyne's holders vote on the merger agreement itself, while Ouster's vote only on a share issuance and a charter amendment.
The earnout is already earned: the Earnout Condition was satisfied on July 30, 2020, when the closing price held at or above $15.00 for 20 trading days within a 30 trading-day period, so 2,000,000 shares and 275,000 of the Sponsor's 2,507,000 founder shares vested before the vote rather than after it. The share count still moves with the Pre-Closing Velodyne Tender Offer, which repurchases Velodyne stock for up to $50,000,000 at $10.25 per share-equivalent; a full take-up leaves 145,575,763 shares issued. Former Velodyne holders end with about 83.4% to 83.8%.
Former Velodyne equity holders are expected to hold approximately 83.3% of the outstanding common stock at closing, assuming $50,000,000 of cash is used to repurchase Velodyne shares. Velodyne may agree before closing to repurchase up to that amount, with holders offered stock at $10.25 per share instead of cash — up to 4,878,048 additional shares if all elect stock, and any unspent cash stays on the combined company's balance sheet. Up to 2,000,000 further shares, and 275,000 of the Sponsor's 2,507,000 founder shares, turn on the stock reaching $15.00 for 20 trading days in a 30-day period.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Subscription Agreement On July 2, 2020, Graf Acquisition LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1283 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B3 0001193125-22-011268
Trading & liquidity
Company profile
Directors & officers
- Mattes Andreas WDirector
- McBeath KathrynChief People Officer
- Tarman LauraSVP of Worldwide Sales
- BOULET VIRGINIADirector
- MADDOCK ERNEST EDirector
- Tewksbury Ted L IIIChief Executive Officer
- Zarringhalam HamidDirector
- Gupta AnuragEVP of Engineering
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
13 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Graf Acquisition LLCwith 5 other reporting persons on the same schedule19.8% · SC 13G/AFeb 13, 2020 stale
- Hall David S.with 2 other reporting persons on the same schedule9.6% · SC 13D/AApr 25, 2022 stale
- OMNI PARTNERS LLPwith 2 other reporting persons on the same schedule8.9% · SC 13G/AFeb 24, 2020 stale
- Magnetar Financial LLCwith 2 other reporting persons on the same schedule8.3% · SC 13GFeb 14, 2019 stale
- BlackRock Inc.5.5% · SC 13GFeb 10, 2023 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLCwith 1 other reporting person on the same schedule4.9% · SC 13GOct 26, 2018 stale
- Lighthouse Investment Partners, LLCwith 6 other reporting persons on the same schedule1.0% · SC 13G/AFeb 8, 2021 stale
- AQR CAPITAL MANAGEMENT LLCwith 3 other reporting persons on the same schedule0.7% · SC 13G/AFeb 14, 2020 stale
- GLAZER CAPITAL, LLCwith 1 other reporting person on the same schedule0.4% · SC 13G/AAug 11, 2020 stale
- PERISCOPE CAPITAL INC.0.0% · SC 13G/AFeb 16, 2021 stale
- OXFORD ASSET MANAGEMENT LLP0.0% · SC 13G/AFeb 16, 2021 stale
- FORD MOTOR CO0.0% · SC 13G/AFeb 12, 2021 stale
- Karpus Management, Inc.0.0% · SC 13G/AFeb 12, 2021 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
Show the headlines
- Velodyne Lidar and Graf Industrial Corp. Announce Business Combination to Form Leading Publicly-Traded Lidar Technology Company
PR Newswireundated by the source
- VELODYNE LIDAR, INC. AND GRAF INDUSTRIAL CORP. ANNOUNCE CLOSING OF BUSINESS COMBINATION
SEC EDGARundated by the source
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
32 full SEC filing texts archived — searchable, never lost.
- Vault note — GRAF (Graf Industrial Corp.)
vault-note · /vault/tickers/GRAF
- Vault deal note — Velodyne Lidar, Inc. (GRAF)
vault-note · /vault/deals/velodyne-lidar-inc
- Velodyne Lidar - 2026 Funding Rounds & List of Investors - Tracxn
news · tracxn.com
- Velodyne LiDAR, Inc. Company Overview, Contact Details & Competitors | LeadIQ
news · leadiq.com
- OS1 Max | Ouster
company-site · ouster.com
- Velodyne Lidar - 2026 Funding Rounds & List of Investors - Tracxn
news · tracxn.com
- Velodyne LiDAR, Inc. Company Overview, Contact Details & Competitors | LeadIQ
news · leadiq.com
- Velodyne Lidar - Wikipedia
news · en.wikipedia.org
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 3569 (General Industrial Machinery & Equipment, NEC). The screen found it by filing SHAPE instead — S-1 2018-09-18 → 8-A12B 2018-10-15 → 424B4 2018-10-16 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 3569 + self-described blank check in 424B4 0001144204-18-053990; 424B 0001144204-18-053990 priced 2018-10-16 under S-1 0001144204-18-049841 (file 333-227396, an offering for cash); common ticker GRAF off 10-Q 0001104659-20-092714 (2020-08-10); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-227396, which belongs to S-1 0001144204-18-049841 (2018-09-18) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2018-10-16). Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-23-000085 (2023-02-13) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Common Stock & Warrant); the successor registrant Ouster, Inc. (OUST, OUST-WT, OUST-WTA) (CIK 0001816581) filed an 8-K carrying item 2.01 (Completion of Acquisition) naming "Velodyne Lidar Inc." — the SPAC merged into a new registrant and so filed no closing report of its own. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Subscription Agreement On July 2, 2020, Graf Acquisition LLC" sourced from prospectus definition (10-K/A) acc 0001628280-21-008380.
"Velodyne Lidar, Inc." is the registrant's CURRENT identity, adopted when the combination closed — EDGAR renames on the closing day, so the rename predates the ending we store and every date-based check cleared it; the vehicle traded as "Graf Industrial Corp." per the COMPANY CONFORMED NAME in 424B4 0001144204-18-053990 filed 2018-10-16. §98
[CLOSED-RENAME] EDGAR CIK 0001745317 records "Graf Industrial Corp." ending 2020-09-30; the registrant continues as "Velodyne Lidar, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2020-09-30. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] pipeSizeM=150, terminationFeeM=7 from primary filings (0001104659-20-104617, 0001193125-22-301091).
pipeBasis set to UNSOURCED: the size came from the research seed / an earlier record and no filing we hold states it — surfaces now label it "unsourced"; an LLM re-read to FILED replaces this when credits allow