Attached files
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) August 4,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-38248
(Commission
File Number)
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46-3951329
(I.R.S. Employer
Identification No.)
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901 W. Walnut Hill Lane
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75038
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Irving, Texas
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(Zip Code)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code
(214)
771-9952
(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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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. ☐
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Item 8.01.
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Other Events.
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RumbleOn,
Inc. (the “Company” or “RumbleOn”) is
filing this Current Report on Form 8-K to disclose (i) the
unaudited condensed combined financial statements of RideNow Group
and Affiliates for the three and six months ended June 30, 2021 and
June 30, 2020, (ii) Management’s Discussion and Analysis for
the RideNow Group and Affiliates for the three and six months ended
June 30, 2021 compared to the three and six months ended June 30,
2020 and (iii) the unaudited pro forma condensed combined financial
statements (and related notes) of RumbleOn as of June 30, 2021 and
for the six months ended June 30, 2021 and the twelve months ended
December 31, 2020. The unaudited pro forma condensed combined
financial statements are based on the Company’s unaudited
condensed consolidated financial statements and RideNow Group and
Affiliates’s unaudited condensed combined financial
statements as adjusted to give effect to the Company’s
acquisition of RideNow and the related financing transactions. The
unaudited pro forma condensed combined balance sheet as of June 30,
2021 gives effect to these transactions as if they occurred on June
30, 2021. The unaudited pro forma condensed combined statements of
operations for the six months ended June 30, 2021 and the twelve
months ended December 31, 2020 give effect to these transactions as
if they occurred on January 1, 2020. Items (i) - (iii) referenced
above are filed as Exhibits 99.1, 99.2, and 99.3 to this Current
Report on Form 8-K, and incorporated herein by
reference.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Unaudited condensed combined financial statements of RideNow Group
and Affiliates for the three and six months ended June 30, 2021 and
2020.
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Management’s Discussion and Analysis of Financial Condition
and Results of Operations for the three and six months ended June
30, 2021 and 2020.
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Unaudited pro forma condensed combined financial statements of
RumbleOn, Inc. as of June 30, 2021 and for the six months ended
June 30, 2021 and the twelve months ended December 31,
2020.
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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 business combination of
RumbleOn and RideNow (the “Transaction”), 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 certain regulatory approvals,
or satisfy other conditions to closing in the 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 proposed
business combination, 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 the pro forma financial
information with respect to the combined company; and (11) other
risks and uncertainties indicated from time to time in the
preliminary and definitive proxy statements to be 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.
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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.
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RUMBLEON, INC.
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Date: August 4, 2021
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By:
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/s/ Marshall Chesrown
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Marshall Chesrown
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Chief Executive Officer
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