Item 7.01 Regulation FD Disclosure
On November 19, 2021, BuzzFeed released its earnings for the quarter ended
September 30, 2021. A copy of BuzzFeed's earnings press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 of this Current Report and Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it been deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 8.01. Other Events
This Current Report on Form 8-K is being filed in order to provide as Exhibit
99.2 hereto the unaudited condensed consolidated financial statements of
BuzzFeed as of September 30, 2021 and for the three months and nine months ended
September 30, 2021 and 2020. As Exhibit 99.3 hereto, 890 is filing the
Management's Discussion and Analysis of Financial Condition and Results of
Operations of BuzzFeed as of September 30, 2021 and for the three months and
nine months ended September 30, 2021 and 2020. As Exhibit 99.4 hereto, 890 is
filing the unaudited condensed consolidated financial statements of CM Partners,
LLC ("Complex Networks") as of September 30, 2021 and for the three months and
nine months ended September 30, 2021 and 2020. As Exhibit 99.5 hereto, 890 is
filing the Management's Discussion and Analysis of Financial Condition and
Results of Operations of Complex Networks as of September 30, 2021 and for the
three months and nine months ended September 30, 2021 and 2020. As Exhibit 99.6
hereto, 890 is filing the unaudited pro forma condensed combined financial
information of 890, BuzzFeed and Complex Networks, as adjusted to give effect to
the Two-Step Merger (as defined in the proxy statement/prospectus, the
Convertible Note Financing (as defined in the proxy statement/prospectus) and
the C Acquisition (as defined in the proxy statement/prospectus)) and related
transactions as of and for the nine months ended September 30, 2021 and for the
year ended December 31, 2020 (the "pro forma financial information"). The
financial statements and other financial information filed as Exhibits 99.2
through 99.6 are incorporated herein by reference.
The pro forma financial information included in this Current Report on Form 8-K
has been presented for informational purposes only. It does not purport to
represent the actual results of operations that 890, BuzzFeed and Complex
Networks would have achieved had 890, BuzzFeed and Complex Networks been
combined during the periods presented in the pro forma financial information and
is not intended to project the future results of operations that may be achieved
following 890's acquisition of BuzzFeed.
The purpose of this Current Report on Form 8-K is to, among other things, file
the pro forma financial information and the financial statements and related
Management's Discussion and Analysis of Financial Information discussed above,
and to supplement the proxy statement/prospectus with such information. To the
extent that information set forth in the pro forma financial information and the
financial statements and the related Management's Discussion and Analysis of
Financial Information discussed above differs from or updates information
contained in the proxy statement/prospectus, the information contained herein
supersedes the information contained in the proxy statement/prospectus.
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Additional Information
In connection with the Business Combination, the registration statement on Form
S-4 (File No. 333-258343) (as amended, the "Registration Statement") has been
declared effective by the Securities and Exchange Commission (the "SEC"), which
includes the related proxy statement and prospectus, as amended by supplement
no. 1 dated November 19, 2021. 890's stockholders and other interested persons
are advised to read the Registration Statement and the related proxy
statement/prospectus, as supplemented by the information contained in this Form
8-K, and any documents filed in connection therewith, as these materials will
contain important information about BuzzFeed, 890 and the Business Combination.
The Definitive Proxy Statement and related materials have been mailed to 890's
stockholders who were holders of record as of October 8, 2021. Stockholders will
also be able to obtain copies of the Registration Statement on Form S-4 and the
proxy statement/prospectus, without charge, at the SEC's website at www.sec.gov.
In addition, the documents filed by 890 may be obtained free of charge from 890
at https://www.890fifthavenue.com/#investor-relations. Alternatively, these
documents, when available, can be obtained free of charge by directing a request
to: 890 5th Avenue Partners, Inc., 14 Elm Place, Suite 206, Rye, New York 10580.
Participants in the Solicitation
890, BuzzFeed and their respective directors, executive officers, other members
of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of 890's stockholders in connection with the
Business Combination. To the extent that such persons' holdings of 890's
securities have changed since the amounts disclosed in 890's registration
statement on Form S-1, as amended (File No. 333-251650) such changes have been
or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of 890's directors
and officers in 890's filings with the SEC, including the Registration
Statement, and such information and names of BuzzFeed's directors and executive
officers are included in the Registration Statement, which includes the proxy
statement of 890 for the Business Combination.
Disclaimer; Non-Solicitation
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements. Forward-looking statements generally relate to
future events or 890's or BuzzFeed's future financial or operating performance.
For example, statements about the expected timing of the completion of the
Business Combination, the benefits of the Business Combination, the competitive
environment, and the expected future performance (including future revenue, pro
forma enterprise value, and cash balance) and market opportunities of BuzzFeed
are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "expect," "intend," "will,"
"estimate," "anticipate," "believe," "predict," "potential" or "continue," or
the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ materially from those expressed or
implied by such forward looking statements. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all risks and
uncertainties.
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These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by 890 and its management, and BuzzFeed and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations 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 agreement and plan of merger,
dated June 24, 2021, by and among 890, Merger Sub, Merger Sub II and BuzzFeed,
as amended; (2) the outcome of any legal proceedings that may be instituted
against 890, BuzzFeed, the combined company or others following the announcement
of the Business Combination; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the stockholders of 890 or
to satisfy other conditions to closing; (4) changes to the proposed structure of
the Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the Business Combination; (5) the ability to meet stock exchange
listing standards at or following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations
of BuzzFeed as a result of the announcement and consummation of the Business
Combination; (7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably;
continued market acceptance of, and traffic engagement with, BuzzFeed's content;
expectations, beliefs and objectives for future operations; BuzzFeed's ability
to further attract, retain, and increase its traffic; BuzzFeed's ability to
expand existing business lines, develop new revenue opportunities, and bring
them to market in a timely manner; BuzzFeed's expectations concerning
relationships with strategic partners and other third parties; BuzzFeed's
ability to maintain, protect and enhance its intellectual property; future
acquisitions or investments in complementary companies, content or technologies;
BuzzFeed's ability to attract and retain qualified employees; the proceeds of
the Business Combination and BuzzFeed's expected cash runway; demand for
products and services; technological developments and other potential effects of
the Business Combination on BuzzFeed; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations, including revised
foreign content and ownership regulations; (10) changes in national and local
economic and other conditions and developments in technology, each of which
could influence the levels (rate and volume) of BuzzFeed's subscriptions and
advertising, the growth of its businesses and the implementation of its
strategic initiatives; government regulation; (11) poor quality broadband
infrastructure in certain markets; (12) the possibility that BuzzFeed or the
combined company may be adversely affected by other economic, business and/or
competitive factors; and (13) other risks and uncertainties set forth in the
section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in 890's Registration Statement on Form S-1 (File No. 333-251650),
as amended by the section entitled "Risk Factors" in 890's Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and
September 30, 2021 each as filed by 890 with the SEC, and additional risks and
uncertainties set forth in other filings with the SEC, including the proxy
statement/prospectus, as supplemented.
Nothing in this Current Report on Form 8-K should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made.
Neither 890 nor BuzzFeed undertakes any duty to update these forward-looking
statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by BuzzFeed, Inc., dated November 19, 2021.
99.2 Unaudited condensed consolidated financial statements of BuzzFeed,
Inc. as of September 30, 2021 and for the three and nine months ended
September 30, 2021 and 2020, and the accompanying notes thereto.
99.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations of BuzzFeed, Inc. for the three and nine months
ended September 30, 2021 and 2020.
99.4 Unaudited condensed consolidated financial statements of CM Partners,
LLC as of September 30, 2021 and for the three and nine months ended
September 30, 2021 and 2020, and the accompanying notes thereto.
99.5 Management's Discussion and Analysis of Financial Condition and
Results of Operations of CM Partners, LLC for the three and nine months
ended September 30, 2021 and 2020.
99.6 Unaudited pro forma condensed combined financial information as of
September 30, 2021, for the nine months ended September 30, 2021 and for
the year ended December 31, 2020, and the accompanying notes thereto.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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