Item 7.01. Regulation FD Disclosure.
This Current Report on Form 8-K (this "Form 8-K") is being furnished by
As previously reported, Infinite and the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement"), by and among the Company,
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
The Company intends to file a registration statement on Form S-4 (the
"Registration Statement") with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's shareholders with respect to
the proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the Company is
contained in the Company's registration statement on Form S-1 (File No.
333-253806), which was declared effective by the
Infinite and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the Proxy Statement for the proposed Business Combination when available.
Forward-Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contains certain forward-looking statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "may" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
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. Most of these factors are
outside the Company's and Infinite's control and are difficult to predict.
Factors that may cause such differences include, but are not limited to: (i) the
occurrence of any event, change, or other circumstances that could give rise to
the termination of the Merger Agreement; (ii) the outcome of any legal
proceedings that may be instituted against the Company and Infinite following
the announcement of the Merger Agreement and the transactions contemplated
therein; (iii) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the shareholders of the Company,
certain regulatory approvals, or the satisfaction of other conditions to closing
in the Merger Agreement; (iv) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Merger Agreement or
could otherwise cause the transaction to fail to close; (v) the impact of the
COVID-19 pandemic on Infinite's business and/or the ability of the parties to
complete the proposed Business Combination; (vi) the inability to maintain the
listing of the Company's shares on the
No Offer or Solicitation
The press release is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or Infinite, nor shall there be any sale of any such 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 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 No. Description 99.1 Press Release datedSeptember 13, 2022 104 Cover Page Interactive Data File (embedded with the Inline XBRL document
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