UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On January 31, 2023, MicroVision GmbH, a company organized under the laws of The Federal Republic of Germany and wholly owned subsidiary of MicroVision, Inc., (together, “MicroVision” or the “Company”) completed the acquisition of certain assets from Ibeo Automotive Systems GmbH, a company organized under the laws of The Federal Republic of Germany (“Ibeo”) related to Ibeo’s lidar sensor business (the “Acquisition”) pursuant to the previously announced Asset Purchase Agreement, dated December 1, 2022 and amended as of January 31, 2023.
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) is being filed by MicroVision to amend its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 3, 2023 (the “Initial Report”) solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Initial Report, including the required historical financial statements of Ibeo and the required pro forma financial information. Except as otherwise provided herein, the disclosures made in the Initial Report remain unchanged. This Amendment No. 1 should be read in conjunction with the Initial Report, which provides a more complete description of the Acquisition.
The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what the Company’s consolidated financial statements would have been had the Acquisition and other adjustments been completed as of the dates indicated or will be for any future periods.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses or Funds Acquired.
The audited financial statements of Ibeo for the abridged reporting period from January 1 to November 30, 2022 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
Under German GAAP, it is permissible to present the financial statements of a parent company without consolidating subsidiaries that the parent company controls. As MicroVision Inc. has not acquired substantially all assets of Ibeo Group, Ibeo is permitted to present carve-out financial statements of the parent company Ibeo Automotive Systems GmbH only. Such presentation is commonly referred to as carve-out financial statements. Therefore, both German GAAP and SEC Staff guidance permit the presentation of the financial statements of Ibeo Automotive Systems GmbH (“the Company”) excluding of subsidiary entities.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of December 31, 2022 and for the year then ended are furnished as Exhibit 99.3 hereto and incorporated herein by reference. These unaudited pro forma financial statements give effect to the Acquisition.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| Exhibit |
Description | |
| 23.1 | Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. | |
| 99.2 | Audited financial statements of Ibeo Automotive Systems GmbH i.l. (“in bankruptcy proceedings”) for the stub reporting period from January 1 to November 30, 2022. | |
| 99.3 | Unaudited pro forma financial information of MicroVision as of December 31, 2022 and for the year then ended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| MICROVISION, INC. | ||
| By: | /s/ Drew G. Markham | |
| Drew G. Markham | ||
| Vice President, General Counsel and Secretary | ||
Dated: April 18, 2023