Item 8.01. Other Events.
As disclosed in a Current Report on Form 8-K of
As of the date of this Current Report on Form 8-K, the Company is aware of six
supplemental disclosure demand letters that have been delivered to the Company
by purported stockholders of the Company alleging that, among other things, the
preliminary proxy statement that the Company filed with the
The Company believes that the claims asserted in the Merger Demand Letters are without merit and that no supplemental disclosure is required under applicable laws. However, in order to reduce the risk of litigation that may delay or adversely affect the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company has determined to voluntarily supplement the Proxy Statement by providing the additional information presented below in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Merger Demand Letters that any additional disclosure was or is required.
This Current Report on Form 8-K will not affect the consideration to be received
in connection with the Merger, or the timing of the special meeting of the
Company's stockholders, which will be held virtually at
Supplemental Disclosures to Proxy Statement in Connection with the Merger Demand Letters
The additional disclosures (the "supplemental disclosures") in this Current Report on Form 8-K supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. To the extent that information set forth in the supplemental disclosures differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the applicable information contained in the Proxy Statement. All page references are to the Proxy Statement, and capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Proxy Statement.
1. The disclosure under the heading "Fair Market Value of Target Business" on page 139 of the Proxy Statement is hereby amended and restated as follows (with the new text underlined):
The target business or businesses that 10X Capital acquires must collectively
have a fair market value equal to at least 80% of the balance of the funds in
the Trust Account at the time of the execution of a definitive agreement for its
initial business combination (excluding the deferred underwriting discount held
in, and taxes payable on the income earned on, the Trust Account), although 10X
Capital may acquire a target business whose fair market value significantly
exceeds 80% of the Trust Account balance. As of
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2. The disclosure in the second paragraph under the heading "The 10X Capital Board of Directors' Reasons for the Approval of the Merger" on page 91 of the Proxy Statement is hereby amended and restated as follows (with the new text underlined):
In evaluating the Merger and making these determinations and this
recommendation, the 10X Capital board of directors consulted with 10X Capital's
management and with
Forward-Looking Statements
This Current Report on Form 8-K contains "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 "anticipate", "believe", "could", "continue", "expect",
"estimate", "may", "plan", "outlook", "future" and "project" and other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which involve risks and
uncertainties, relate to analyses and other information that are based on
forecasts of future results and estimates of amounts not yet determinable and
may also relate to the Company's and REE's future prospects, developments and
business strategies. In particular, such forward-looking statements include
statements concerning the timing of the Merger; the business plans, objectives,
expectations and intentions of the public company once the transaction is
complete, and REE's estimated and future results of operations, business
strategies, competitive position, industry environment and potential growth
opportunities. These statements are based on the Company's or REE's management's
current expectations and beliefs, as well as a number of assumptions concerning
future events. Such forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many of which are
outside the Company's or REE's control that could cause actual results to differ
materially from the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors include, but are
not limited to, (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement; (2) the
inability to complete the transactions contemplated by the Merger Agreement due
to the failure to obtain approval of the stockholders of the Company or other
conditions to closing in the Merger Agreement; (3) the ability of the public
entity to meet Nasdaq's listing standards following the Merger; (4) the
inability to complete the private placement; (5) the risk that the proposed
transaction disrupts current plans and operations of REE as a result of the
announcement and consummation of the transactions described herein; (6) the
ability to recognize the anticipated benefits of the proposed transaction, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
suppliers and agents and retain its management and key employees; (7) costs
related to the proposed transaction; (8) changes in applicable laws or
regulations and delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals required to complete the
potential transaction; (9) the possibility that REE may be adversely affected by
other economic, business, regulatory and/or competitive factors; (10) the
outcome of any legal proceedings that may be instituted against the Company, REE
or any of their respective directors or officers, following the announcement of
the potential transaction; and (11) the failure to realize anticipated pro forma
results and underlying assumptions, including with respect to estimated
stockholder redemptions and purchase price and other adjustments. Additional
factors that could cause actual results to differ materially from those
expressed or implied in forward-looking statements can be found in the Company's
most recent annual report on Form 10-K, subsequently filed quarterly reports on
Form 10-Q and current reports on Form 8-K, which are available, free of charge,
at the
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Additional Information about the Transaction and Where to Find It
The Company has filed with the
Participants in the Solicitation
The Company, REE and certain of their respective directors and officers, as
applicable, may be deemed participants in the solicitation of proxies of the
Company's stockholders in connection with the Merger. The Company's stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and officers of the Company in the Company's
annual report on Form 10-K for the year ended
Information regarding the persons who may, under
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