HOLICITY Item 7.01. Regulation FD Disclosure.
On
Subject to other customary closing conditions, the transactions contemplated by
the Merger Agreement (the "Mergers") are expected to close following
consummation of the Company's proposed business combination with Astra. At such
closing, Astra will pay up to
An additional
All shares issued or issuable pursuant to the foregoing transactions are expected to be included in a registration statement filed by the Company following the closing.
The foregoing summary of the Merger Agreement and the Mergers does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Merger Agreement. The Merger Agreement contains representations, warranties
and covenants that the parties to the Merger Agreement made to each other as of
the date of the Merger Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for
purposes of the contract among the parties and are subject to important
qualifications and limitations agreed to by the parties in connection with
negotiating the Merger Agreement. In particular, the representations,
warranties, covenants and agreements contained in the Merger Agreement, which
were made only for purposes of the Merger Agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement, may be
subject to limitations agreed upon by the contacting parties (including being
qualified by confidential discussion made for the purposes of allocating
contractual risk among the parties to the Merger Agreement instead of
establishing these matters as facts) and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors and reports and documents filed with the
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 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.
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Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company publicly filed
with the
Participants in the 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 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, which was initially filed with the
Astra and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is contained in the Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's, Apollo's and Astra's actual results may
differ from their expectations, estimates and projections and consequently, you
should not rely on these forward looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements
include, without limitation, the Company's, Apollo's and Astra's expectations
with respect to future performance and anticipated financial impacts of the
Business Combination and the Mergers, the satisfaction of the closing conditions
to the Business Combination and the Mergers and the timing of the completion of
the Business Combination and the Mergers. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results
to differ materially from the expected results. Most of these factors are
outside the Company's, Astra's and Apollo's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the
Company and Astra following the announcement of the Business Combination
Agreement and the transactions contemplated therein; (2) the inability to
complete the Business Combination or the Mergers, including due to failure to
obtain approval of the stockholders of the Company, Apollo or Astra, approvals
or other determinations from certain regulatory authorities, or other conditions
to closing in the Business Combination Agreement and the Mergers; (3) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Business Combination Agreement or the Mergers or could
otherwise cause the transactions contemplated therein to fail to close; (4) the
inability to obtain or maintain the listing of New Astra's Class A common stock
on Nasdaq following the Business Combination; (5) the risk that the Business
Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (6) the ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably and retain its key employees; (7)
costs related to the Business Combination; (8) changes in applicable laws or
regulations; (9) the possibility that Astra or the combined company may be
adversely affected by other economic, business, and/or competitive factors; (10)
the surviving entity's ability to raise financing in the future and to comply
with restrictive covenants related to long-term indebtedness; (11) the impact of
COVID-19 on Astra's business and/or the ability of the parties to complete the
Business Combination or the Mergers; and (12) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus relating to the
Business Combination, including those under "Risk Factors" in the Registration
Statement, and in the Company's other filings with the
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also 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 states or jurisdictions 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release of Astra, datedJune 7, 2021 3
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