Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 and 99.2, 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 in this Item 7.01, including Exhibit 99.1 and 99.2.
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, the satisfaction of the closing conditions to the Business
Combination and the timing of the completion of the Business Combination. 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, 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; (3) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Business Combination Agreement 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; 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
1 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 Transcript of Fireside Chat held onJune 23, 2021 . 99.2 Investor Relations Presentation 2
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