Item 8.01. Other Events.
On
Upon the terms and subject to the conditions set forth in the LOI, following the Share Exchange, (i) BHI and its subsidiaries will be wholly-owned subsidiaries of Altitude; (ii) BHI shareholders would own approximately 80% of the common shares of Altitude, and Altitude shareholders would own approximately 20% of the common shares of Altitude, with such percentages calculated on a fully diluted basis; (iii) BHI has the right to appoint a majority of the directors of Altitude following the Share Exchange.
The completion of the Share Exchange would be subject to the satisfaction of specific conditions set forth in the LOI, including the completion of an audit of BHI and its subsidiaries and the parties first negotiating and executing a definitive Share Exchange agreement (the "Share Exchange Agreement"). These conditions may not ever be satisfied, the Company may never enter into a definitive Share Exchange Agreement with BHI, the Share Exchange with BHI may never be consummated, and even if it is, it may not be consummated on the terms described therein.
The foregoing description of the LOI does not purport to be complete and is
qualified in its entirety by reference to the full text of the LOI, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The LOI
is included with this filing only to provide investors with information
regarding the terms of the LOI, and not to provide investors with any factual
information regarding Altitude or BHI, their respective affiliates or their
respective businesses. The LOI should not be read alone, but should instead be
read in conjunction with the other information regarding Altitude, BHI, their
respective affiliates or their respective businesses, the LOI and the Share
Exchange that will be contained in, or incorporated by reference into, the
Current Report on Form 8-K that will include a copy of any definitive Share
Exchange Agreement, as well as in the Forms 10-K, Forms 10-Q and other filings
that Altitude makes with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Letter of Intent, dated as ofJanuary 17, 2021 , by and betweenAltitude International Holdings, Inc. , andBreunich Holdings, Inc. Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "would," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the parties never entering into a definitive Share Exchange Agreement, the right of one or both of Altitude or BHI to terminate the Share Exchange agreement even if entered into; the outcome of any legal proceedings that may be instituted against Altitude, BHI or their respective directors; the ability to obtain regulatory approvals and meet other closing conditions to the Share Exchange on a timely basis or at all; the ability to obtain approval by BHI stockholders on the expected schedule; difficulties and delays in integrating Altitude's and BHI's businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; risks that the transaction disrupts Altitude's or BHI's current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the Share Exchange when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Share Exchange; the ability of Altitude or BHI to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the Share Exchange; the continued availability of capital and financing following the Share Exchange; the business, economic and political conditions in the markets in which Altitude and BHI operate; and the fact that Altitude's and BHI's reported earnings and financial position may be adversely affected by tax and other factors.
Other important factors that may cause actual results and outcomes to differ
materially from those contained in the forward-looking statements included in
this communication are described in Altitude's publicly filed reports,
including, but not limited to, Altitude's Annual Report on Form 10-K for the
year ended
Altitude and BHI caution that the foregoing list of important factors is not complete, and they do not undertake to update any forward-looking statements that either party may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altitude, BHI or any person acting on behalf of either party are expressly qualified in their entirety by the cautionary statements referenced above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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