SECURITIES AND EXCHANGE COMMISSION
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Item 3.02 Unregistered Sales of Equity Securities.
Item 8.01 Other Events.
On June 18, 2021, Uber Technologies, Inc. (the “Company”) reached an agreement with the minority shareholders of Cornershop Global LLC (“Cornershop”) to acquire their interests in Cornershop in an all-stock transaction following which Cornershop will become a wholly-owned subsidiary of the Company. The Company acquired a majority stake in Cornershop in Q3 2020 (other than in Mexico, which closed in January 2021). With this transaction, the Company is acquiring the remaining approximately 47% interest in exchange for approximately 29 million shares of the Company (including approximately 4 million shares in respect of assumed outstanding stock options), subject to certain adjustments set forth in the definitive agreement. The transaction is subject to customary closing conditions and is expected to close in July 2021. Cornershop’s financial results are already fully consolidated in the Company’s financial statements given the Company’s existing majority ownership, therefore no change is expected to the Company’s Gross Bookings, Revenue or Adjusted EBITDA as a result of the transaction.
The Company intends to issue the shares of Uber Common Stock described herein (other than the shares issuable in respect of assumed outstanding stock options) in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
This Form 8-K contains forward-looking statements regarding Uber Technologies, Inc.’s (“Uber,” “we” or “our”) future business expectations that involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “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 associated with the announcements made in this Form 8-K, the outcome of a tax case before the UK tax authority related to classification as a transportation provider, as well as 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 for the year ended December 31, 2020 and subsequent Form 10-Qs and Form 8-Ks filed with the Securities and Exchange Commission (the “SEC”). All information provided in this communication is as of the date of this communication and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable, and information available to us, as of such date. We undertake no duty to update this information unless required by law.
|Item 9.01||Financial Statements and Exhibits|
Interactive Data File (embedded within the Inline XBRL document)
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: June 21, 2021||By:||/s/ Dara Khosrowshahi|
|Chief Executive Officer|