Item 8.01. Other Events
On
Altitude's Amended and Restated Certificate of Incorporation, as amended (the
"Charter"), gives the Board the right to extend the Deadline Date eight times
for an additional one month each time (each, an "Extension"), from
On
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Important Information About the Mergers and Where to Find It
In connection with the proposed business combination, Altitude intends to file a
preliminary proxy statement and a definitive proxy statement with the
Participants in the Solicitation
Altitude and Picard and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
proposed business combination described in this report under the rules of the
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," "project," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity, the Altitude's and Picard's expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These statements are based on various assumptions, whether or not identified in this Current Report on or the exhibits hereto, and on the current expectations of the respective management of the Altitude and Picard and are not predictions of actual performance. These forward-looking
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statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
the Altitude and Picard. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic business,
market, financial, political, and legal conditions; the inability of the parties
to successfully or timely consummate the proposed business combination,
including the risk that any regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business combination
or that the approval of the stockholders of the Altitude or Picard is not
obtained; failure to realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected financial
information with respect to Picard; risks related to the performance of Picard's
business; the development, effects and enforcement of laws and regulations;
Picard's ability to manage future growth; Picard's ability to develop new
products and solutions, bring them to market in a timely manner, and make
enhancements to its platform; the effects of competition on Picard's business;
the amount of redemption requests made by the Altitude's stockholders; the
ability of the Altitude or Picard to obtain financing in connection with the
business combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; and those
factors discussed in Altitude's annual report on Form 10-K for the year ended
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, issuedMay 9, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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