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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~July 10, 2019~~

Date of Report (Date of earliest event reported): September 19, 2019

AQUANTIA CORP.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)


Delaware	001-38270	20-1199709
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

91 E. Tasman Drive, Suite 100 San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

(408) ~~238~~ 228-8300

(Registrant’s Telephone Number, Including Area Code)

Not ~~applicable~~Applicable

(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 (see General ~~Instructions~~Instruction A.2. below):

☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	AQ	New York Stock Exchange
Common Stock, $0.00001 par value per share	AQ	New York Stock Exchange

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. ☒

Item 52.~~07 Submission~~01 Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~July 10~~September 19, 2019, ~~Aquantia~~pursuant ~~Corp.~~to (the ~~“Company”)~~terms ~~held~~of athe ~~special~~previously ~~meeting~~disclosed Agreement and Plan of ~~its~~Merger, ~~stockholders~~dated May 6, 2019 (the “~~Special Meeting~~Merger Agreement”), atby ~~which~~and ~~the~~among ~~stockholders~~Marvell ~~voted~~Technology onGroup ~~the proposals set forth below~~Ltd., ~~each~~a ofBermuda ~~which~~exempted iscompany ~~described~~(“Parent”), inAntigua ~~greater~~Acquisition ~~detail~~Corp., ina ~~the~~Delaware ~~proxy~~corporation ~~statement filed with the Securities~~ and ~~Exchange~~wholly ~~Commission~~owned onsubsidiary ~~June 10, 2019. As~~ of ~~the~~Parent ~~close~~(“Merger ofSub”), ~~business~~and onAquantia ~~May 28~~Corp., ~~2019,~~a Delaware ~~the~~corporation ~~record date for~~ (the ~~Special~~“Company” ~~Meeting,~~or ~~there were 35~~“Aquantia”),~~971,932~~ ~~shares~~Merger ofSub ~~Company~~was ~~common~~merged ~~stock~~with ~~issued~~ and ~~outstanding~~into ~~and~~Aquantia ~~entitled~~(the to“Merger”), ~~vote.~~with ~~There~~Aquantia ~~were 23,498,812 shares~~continuing ~~present~~as inthe ~~person~~surviving orcorporation ~~represented~~in bythe ~~proxy~~merger at (the ~~Special~~“Surviving Corporation”) ~~Meeting,~~and ~~constituting~~becoming a ~~quorum.~~wholly ~~The~~owned ~~final~~subsidiary ~~voting~~of ~~results~~Parent. ~~were as follows:~~

~~Proposal~~At ~~1: To~~the ~~Adopt~~effective time of the ~~Agreement~~Merger (the “Effective Time”), subject to the terms and ~~Plan~~conditions of the Merger Agreement, each share of common stock, $0.00001 par value per share, of Aquantia (“Aquantia Common Stock”) that was outstanding immediately prior to the Effective Time (other than shares held by Aquantia, Parent, Merger Sub or any of their respective subsidiaries and shares as to which appraisal rights have been properly perfected pursuant to Delaware law (and have not been withdrawn or lost) (collectively, the “Disregarded Shares”)) was converted into the right to receive $13.25 in cash, without interest (the “Price Per Share”).

~~The~~Additionally, ~~Company’s~~at ~~stockholders~~the ~~adopted~~Effective Time, subject to the terms and conditions of the Merger Agreement, each unexpired, outstanding and unexercised stock option granted under Aquantia’s 2004 Equity Incentive Plan, 2015 Equity Incentive Plan or 2017 Equity Incentive Plan (the “Company Options”) that had a per share exercise price that was less than the Price Per Share (an “In the Money Option”), was vested (after giving effect to any applicable terms of ~~Merger~~vesting acceleration) and was held by a person who is not an employee of Aquantia continuing employment with Parent, ~~dated~~the asSurviving Corporation or any subsidiary or affiliate of ~~May~~the 6Surviving Corporation after the Effective Time, ~~2019~~was canceled and extinguished, and the holder thereof became entitled to receive for each share of Aquantia Common Stock subject to such In the Money Option (subject to any applicable tax withholding or other amounts required by applicable legal requirements to be withheld) cash equal to the ~~Merger~~excess, ~~Agreement~~if any, byof ~~and~~the ~~among~~Price ~~Marvell~~Per Share ~~Technology~~over ~~Group~~the ~~Ltd~~per share exercise price for such Company Option. Additionally, at the Effective Time, each outstanding restricted stock unit of Aquantia (each a ~~Bermuda~~“Company ~~exempted~~RSU”) ~~company~~that was vested (after giving effect to any applicable terms of vesting acceleration) was canceled and extinguished, ~~Antigua~~and ~~Acquisition~~the ~~Corp~~holder thereof received (subject to any required tax withholding or other amounts required by applicable legal requirements to be withheld) cash equal to the product of the Price Per Share multiplied by the total number of shares of Aquantia Common Stock subject to such Company RSU. Further, at the Effective Time, each (1) In the Money Option (whether vested or unvested) held by a ~~Delaware~~person ~~corporation~~who is an employee of Aquantia continuing employment with Parent, the Surviving Corporation or any subsidiary or affiliate of the Surviving Corporation after the Effective Time (each a “Continuing Employee”) was assumed by Parent and converted into an option to purchase Parent common shares using a conversion ratio designed to preserve the intrinsic value of such Company Option, (2) Company RSU that was unvested (after giving effect to any applicable terms of vesting acceleration) and held by a Continuing Employee was assumed and converted into restricted stock units to acquire Parent common shares using a conversion ratio designed to preserve the ~~voting~~intrinsic ~~results~~value ~~are~~of assuch ~~set~~Company ~~forth~~RSU, ~~below:~~(3) In the Money Option that was unvested and each Company RSU that was unvested (in each case, after giving effect to any applicable terms of vesting acceleration) and held by a person who was not a Continuing Employee was canceled and extinguished for no consideration, and (4) each Company Option that was not an In the Money Option was canceled and extinguished for no consideration. Immediately prior to the Effective Time, each In the Money Option and Company RSU held by a non-employee member of our Board of Directors vested in full.

FOR	AGAINST	ABSTENTIONS
21,460,126	2,019,986	18,700

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

~~Proposal~~Item ~~2: Advisory~~3.01 ~~Vote~~Notice of Delisting or Failure to ~~Approve~~Satisfy ~~Executive~~a ~~Compensation~~Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~Company’s~~September 19, ~~stockholders approved~~2019, onas a ~~non~~result of the transactions described in Item 2.01 of this Current Report on Form 8-~~binding~~K, which ~~advisory~~is ~~basis~~incorporated by reference herein, ~~the~~Aquantia ~~compensation~~requested that ~~will~~the orNew ~~may~~York beStock ~~paid~~Exchange or(“NYSE”) ~~become~~suspend ~~payable~~trading of Aquantia Common Stock prior to ~~the~~market ~~Company’s~~open ~~named~~on September 19, ~~executive~~2019. ~~officers~~Accordingly, inon ~~connection~~September 19, 2019, NYSE filed with the ~~completion~~SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the ~~merger~~Securities ~~contemplated~~Exchange byAct of 1934, as amended (the “Exchange ~~Merger~~Act”), ~~Agreement~~to delist and deregister the ~~voting~~Aquantia ~~results~~Common ~~are~~Stock. asUpon ~~set~~the ~~forth~~filing ~~below:~~of the Form 25, the Aquantia Common Stock, which previously traded under the ticker symbol “AQ” on NYSE, ceased trading on, and was delisted from, NYSE. Aquantia intends to file with the SEC a certification on Form 15 under the Exchange Act relating to Aquantia Common Stock, which will terminate and suspend Aquantia’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

FOR	AGAINST	ABSTENTIONS
21,051,588	2,405,607	41,617

Item 3.03

Material Modification to Rights of Security Holders.

~~Cautionary~~The ~~Statement~~information ~~Regarding~~disclosed ~~Forward~~under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 3.03.

~~This~~Pursuant ~~document contains certain forward-looking statements within the meaning of the federal securities laws with respect~~ to the ~~proposed~~Merger ~~transaction~~Agreement ~~between Marvell~~ and Aquantia, including statements regarding the benefits of the transaction and the anticipated timing of the transaction and the products and markets of each company. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in ~~this~~connection ~~press~~with ~~release, including but not limited to: (i)~~ the ~~risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the~~ consummation of the ~~transaction~~Merger, ~~including~~each ~~the~~share ~~receipt~~ of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Aquantia’s ~~business~~Common Stock ~~relationships, operating results, and business generally, (v) risks~~ that ~~the~~was ~~proposed~~outstanding ~~transaction~~immediately ~~disrupts~~prior ~~current~~to ~~plans and operations of Aquantia or Marvell and potential difficulties in Aquantia employee retention as a result of~~ the ~~transaction,~~Effective ~~(vi) risks~~Time ~~related to diverting management’s attention from Aquantia’s ongoing business operations,~~ (~~vii) the~~except ~~outcome~~for ~~of any legal proceedings that may be instituted against Marvell or against Aquantia related to~~ the ~~merger~~Disregarded ~~agreement or the transaction, (viii~~Shares) ~~the~~ ~~ability~~was ofconverted ~~Marvell~~into ~~to successfully integrate Aquantia’s operations and product lines, (ix)~~ the ~~ability~~right ~~of Marvell~~ to ~~implement~~receive ~~its plans, forecasts, and other expectations with respect to Aquantia’s business after~~ the ~~completion~~Per ofShare ~~the~~Price. ~~proposed merger and realize the anticipated synergies and cost savings in the time frame anticipated or at all, (x) the risk of downturns in the highly cyclical semiconductor~~

~~industry,~~Item ~~and (xi) our failure to achieve expected revenues and forecasted demand from customers~~5.01 ~~The~~Change ~~foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Marvell and Aquantia described~~ in ~~the~~Control ~~“Risk Factors” section~~ of ~~their respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC~~Registrant. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Marvell and Aquantia assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Marvell nor Aquantia gives any assurance that either Marvell or Aquantia will achieve its expectations.

The information disclosed under Items 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger under Section 251(a) of the DGCL on September 19, 2019, a change in control of Aquantia occurred. Upon the Effective Time, Aquantia became a wholly owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement.

The information disclosed under Item 2.01 is incorporated by reference into this Item 5.02.

In accordance with the terms of the Merger Agreement, at the Effective Time, all of the members of Aquantia’s board of directors (Geoffrey G. Ribar, Anders Swahn, Dmitry Akhanov, Bami Bastani, Maximiliane C. Straub, Faraj Aalaei and Sam Srinivasan) voluntarily resigned and each ceased to be on any committee of the board of directors of Aquantia. At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of Aquantia. At the Effective Time, all of Aquantia’s officers voluntarily resigned and ceased to be officers of Aquantia and the officers of Merger Sub immediately prior to the Effective Time became the officers of Aquantia.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed under Item 2.01 is incorporated by reference into this Item 5.03.

As of the Effective Time, the certificate of incorporation and bylaws of Aquantia, each as in effect immediately prior to the Merger, were amended and restated to be in the form of the Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws attached as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On September 19, 2019, Parent issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of May 6, 2019, by and among Marvell Technology Group Ltd., Antigua Acquisition Corp., and Aquantia Corp. (incorporated by reference to Exhibit 2.1 to Aquantia’s Current Report on Form 8-K filed with the SEC on May 10, 2019).

3.1		Second Amended and Restated Certificate of Incorporation of Aquantia Corp.

3.2		Second Amended and Restated Bylaws of Aquantia Corp.

99.1		Press Release, dated as of September 19, 2019

*	Pursuant to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

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.

	AQUANTIA CORP.
Date: July 10, 2019	By:	/s/ Mark Voll
		Mark Voll
		Chief Financial Officer


AQUANTIA CORP.

By:		/s/ Jean Hu
		Name: Jean Hu
		Title: President and Chief Financial Officer

Date: September 19, 2019

Filing Compare · AQUANTIA CORP