Item 7.01. Regulation FD Disclosure.
On March 13, 2023, Silver Spike Acquisition Corp II (the "Company") issued a
press release announcing it will redeem all of its outstanding Class A ordinary
shares, effective as of March 27, 2023, because the Company will not be able to
consummate an initial business combination within the time period required by
its amended and restated memorandum and articles of association. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto 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 the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements
This document contains certain "forward-looking statements" within the meaning
of the federal securities laws, including with respect to the pursuit by Silver
Spike Acquisition Corp II ("Silver Spike II") of a business combination
transaction. These forward-looking statements are generally identified by words
such as "anticipate," "believe," continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "strive," "would" or the negatives of these words or words of similar
meaning. 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. Such
forward-looking statements are based upon the current beliefs and expectations
of the management of Silver Spike II and are inherently subject to significant
business, economic and competitive risks, uncertainties and contingencies.
Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of Silver Spike, including those set forth in the "Risk
Factors" section of Silver Spike II's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Silver Spike's registration statement, the preliminary
prospectus for Silver Spike's offering and other documents filed by Silver Spike
II from time to time with the U.S. Securities and Exchange Commission (the
"SEC"). You are cautioned not to place undue reliance on these forward-looking
statements as a predictor of future results, performance and/or achievements as
projected financial information and other information are based on estimates and
assumptions, whether or not identified in this document, that are inherently
subject to various significant risks, uncertainties, contingencies and other
factors, many of which are difficult to predict and generally beyond the control
of the parties involved in the proposed transaction. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and Silver Spike II assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Silver Spike II gives no assurance that it will
achieve its expectations.
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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 Press Release, dated March 13, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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