Item 8.01. Other Events
On
On
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities.
The proposed Transactions described in this Current Report on Form 8-K have not
yet commenced, may proceed on materially different terms and may not occur at
all. This communication is for informational purposes only. This Current Report
on Form 8-K, including the documents incorporated by reference herein, is not a
recommendation to buy, sell or exchange any securities, and it is neither an
offer to purchase nor a solicitation of an offer to sell securities. The Offers
will only be made pursuant to offers to purchase or exchange, letters of
transmittal and related materials that will be filed with the applicable
Schedule TO on the commencement date of each Offer. The Company's shareholders
and warrantholders should read those materials carefully because they will
contain important information, including the various terms of, and conditions
to, the Offers. The Company's shareholders and warrantholders will be able to
obtain free copies of those materials as well as the other documents that the
Company and
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
Transactions, including statements regarding the benefits of the Transactions,
the anticipated timing of the proposed Transactions, the services offered by UMG
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 release, including but not limited to:
(i) the risk that the proposed Transactions may not be completed in a timely
manner or at all, or may be completed on terms materially different from those
described herein, which may adversely affect the price of PSTH's securities,
(ii) the risk that the proposed Transactions may not be completed by PSTH's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by PSTH, (iii) the failure to
satisfy the conditions to the consummation of any aspect of the proposed
Transactions, (iv) the lack of a third party valuation in determining whether or
not to pursue the proposed Transactions, (v) the occurrence of any event, change
or other circumstance that could give rise to the proposed Transactions not
occurring, (vi) the effect of the announcement or pendency of the proposed
Transactions on UMG's business relationships, performance, and business
generally, (vii) the outcome of any legal proceedings that may be instituted
against PSTH, SPARC, Vivendi, UMG or their respective directors or officers
related announcement of the proposed Transactions, (viii) the amount of the
costs, fees, expenses and other charges related to the proposed Transactions,
(ix) the ability to maintain the listing of PSTH's securities on NYSE, (x) the
price of PSTH's securities may be volatile due to a variety of factors which may
also include changes in UMG's business and operations and the
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effective or the NYSE or Nasdaq listing the securities or either the
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 the registration statements for the Distribution and
the SPARC rights offering that will be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 99.1 Frequently Asked Questions, datedJune 25, 2021 99.2 Press Release, datedJune 25, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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