Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
The Company intends to file a Proxy Statement with the
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination or any related transactions and is not intended to and shall not constitute a solicitation of any vote of approval.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the initial business combination and related matters. 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, as
filed on
The Target and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the initial business combination and related matters. A list of the names of such parties and information regarding their interests in the initial business combination and related matters will be included in the Proxy Statement when available.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but 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," "anticipate," "will likely result" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of the Company's proposed business combination with the Target, the Company's ability to consummate the proposed transaction on the stated timeline, the Target's use of proceeds from the proposed transaction, the benefits of the transaction, anticipated timing of the proposed business combination, and the combined company's future performance relative to other similar companies, the combined company's strategy, operations, growth plans and objectives of management, the growth of the Target's business sector, the Target's market expansion, and the combined company's future products and services are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of the Company and the Target and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on 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 Company or the Target. Potential risks and uncertainties that could cause
the actual results to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, changes in domestic
and foreign 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 Company or
the Target is not obtained; failure to realize the anticipated benefits of the
proposed business combination; risk relating to the uncertainty of the projected
financial information with respect to the Target; the amount of redemption
requests made by the Company's stockholders and the impact of such requests on
the cash needs of the combined company; the overall level of consumer demand for
the Target's products and services; general economic conditions and other
factors affecting consumer confidence, preferences, and behavior; disruption and
volatility in the global currency, capital, and credit markets; the ability to
maintain the listing of the Company's securities on NASDAQ; the Target's ability
to implement its business strategy; changes in governmental regulation, the
Target's exposure to litigation, claims, and other loss contingencies;
disruptions and other impacts to the Target's business; stability of the
Target's suppliers, as well as consumer demand for its products and services;
the impact that global climate change trends may have on the Target and its
suppliers and customers; the Target's ability to recruit and retain qualified
personnel to deliver their services; any breaches of, or interruptions in, the
Target's information systems; fluctuations in foreign currency; changes in tax
laws and liabilities, tariffs, legal, regulatory, political and economic risks.
The foregoing list of potential risks and uncertainties is not exhaustive. More
information on potential factors that could affect the Company's or the Target's
financial results is included from time to time in the Company's public reports
filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedJanuary 19, 2023 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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