Item 7.01 Regulation FD Disclosure.
As previously announced,
Annexed hereto as Exhibit 99.1, 99.2 and 99.3 are investor presentations provided to prospective investors with respect to the proposed Business Combination with the Company.
The foregoing (including the exhibits attached hereto) is being furnished pursuant to Item 7.01 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 of 1933, as amended (the "Securities Act") or the Exchange Act regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission of materiality of any of the information in this Item 7.01, including the exhibits attached hereto.
Important Information About the Business Combination and Where to Find It
This Form 8-K and the exhibits hereto relate to a proposed Business Combination
between Evo and 20Cube. This Form 8-K and the exhibit hereto do 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 Business Combination, Evo and
Once available, shareholders will also be able to obtain a copy of the Form F-4,
including the proxy statement/prospectus, and other documents filed with the
Participants in the Solicitation
Evo, 20Cube and
Forward-Looking Statements
Certain statements included in this Form 8-k and the exhibits hereto are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and 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 that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 8-k and the exhibits hereto and on the current expectations of Evo's and 20Cube's respective managements 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 by any 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 Evo and 20Cube. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
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These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely
consummate the Business Combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company
following the Business Combination (the "Combined Company") or the expected
benefits of the Business Combination, if not obtained; the failure to realize
the anticipated benefits of the Business Combination; matters discovered by the
parties as they complete their respective due diligence investigation of the
other parties; the ability of Evo prior to the Business Combination, and the
Combined Company following the Business Combination, to maintain (in the case of
Evo) and to obtain and maintain (in the case of the Combined Company) the
listing of Evo's shares prior to the Business Combination, and following the
Business Combination, the Combined Company's shares on Nasdaq; costs related to
the Business Combination; the failure to satisfy the conditions to the
consummation of the Business Combination, including the approval of the Business
Combination Agreement by the respective stockholders of Evo and 20Cube, the risk
that the Business Combination may not be completed by the stated deadline and
the potential failure to obtain an extension of the stated deadline; the
inability to complete a PIPE transaction; the outcome of any legal proceedings
that may be instituted against Evo or 20Cube related to the Business
Combination; the attraction and retention of qualified directors, officers,
employees and key personnel of Evo and 20Cube prior to the Business Combination,
and the Company following the Business Combination; the ability of the Combined
Company to compete effectively in a highly competitive market; the ability to
protect and enhance 20Cube's corporate reputation and brand; the impact from
future regulatory, judicial, and legislative changes in 20Cube's's industry;
and, the uncertain effects of the COVID-19 pandemic or other public health
matters; competition from larger technology companies that have greater
resources, technology, relationships and/or expertise; future financial
performance of the Combined Company following the Business Combination including
the ability of future revenues to meet projected annual bookings; the ability of
the Combined Company to forecast and maintain an adequate rate of revenue growth
and appropriately plan its expenses; the ability of the Combined Company to
generate sufficient revenue from each of our revenue streams; the ability of the
Combined Company's patents and patent applications to protect the Combined
Company's core technologies from competitors; the Combined Company's ability to
manage a complex set of marketing relationships and realize projected revenues
from subscriptions, advertisements; product sales and/or services; 20Cube's
ability to execute its business plans and strategy; and those factors set forth
in documents of Evo or 20Cube
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Evo nor 20Cube presently know or that Evo or 20Cube currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Evo's and 20Cube's current expectations, plans and forecasts of future events and views as of the date of this Form 8-k. Nothing in this Form 8-k and exhibits hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Form 8-k and exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Evo and 20Cube described above. Evo and 20Cube anticipate that subsequent events and developments will cause their assessments to change. However, while Evo and 20Cube may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing Evo's or 20Cube's assessments as of any date subsequent to the date of this Form 8-k. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Non-Solicitation
This Current Report on Form 8-K and the exhibits hereto do not constitute, and should not be construed to be, a proxy statement or the 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 United States Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
Exhibit No. Description 99.1 Investor Presentation datedNovember 28, 2022 (Summary) 99.2 Investor Presentation datedNovember 28, 2022 (Short Form) 99.3 Investor Presentation datedNovember 28, 2022 (Long Form) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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