COLONNADE ACQUISITION CORP. Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination transaction
between
A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
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 CLA under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed business combination (the "Business Combination") between CLA and Ouster. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed Business Combination, CLA has filed a
registration statement on Form S-4 (as amended, the "Registration Statement")
with the
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Participants in the Solicitation
CLA and its directors and executive officers may be deemed participants in the
solicitation of proxies from CLA'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 CLA is contained in CLA's proxy
statement/prospectus initially filed with the
Ouster and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of CLA in
connection with 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 is contained in CLA's proxy
statement/prospectus initially filed with the
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws, including statements
regarding the anticipated timing of the Business Combination, the products and
services offered by Ouster and the markets in which it operates. These
forward-looking statements generally are identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions. 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. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the Business
Combination may not be completed in a timely manner or at all, (ii) the risk
that the Business Combination may not be completed by CLA's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by CLA, (iii) the failure to satisfy the
conditions to the consummation of the Business Combination, including the
adoption of the Merger Agreement by the shareholders of CLA and Ouster, the
satisfaction of the minimum trust account amount following redemptions by CLA's
public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third-party valuation in determining whether or
not to pursue the proposed Business Combination, (v) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, (vi) the effect of the announcement or pendency of the
Business Combination on Ouster's business relationships, performance and
business generally, (vii) the ability to implement business plans, forecasts and
other expectations after the completion of the proposed Business Combination and
(viii) the risk of downturns in the highly competitive lidar technology and
related industries. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of CLA's prospectus dated
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated as of February 18, 2021 --------------------------------------------------------------------------------
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