Item 8.01 Other Events.
On
Forward-Looking Statements
This Current Report on Form 8-K may contain a number of "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements about the expected timing of the
completion of the proposed business combination, information concerning Parent
or the Company's projected future results of operations, revenues, business
strategies, and the expected timing of
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside Parent's or the Company's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of the parties
to successfully or timely consummate the proposed business combination,
including the risk that any required regulatory approvals (including licenses)
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the stockholders of Parent
or the Company is not obtained; failure to realize the anticipated benefits of
the proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to the Company including estimated
revenues; risks related to the ability of customers to cancel contracts for
convenience; risks related to the rollout of the Company's business and the
timing of expected business milestones; the effects of competition on the
Company's future business; level of product service or product or launch
failures that could lead customers to use competitors' services; developments
and changes in laws and regulations, including increased regulation of the space
transportation industry; the impact of significant investigative, regulatory or
legal proceedings; the amount of redemption requests made by Parent's public
stockholders; the ability of Parent or the combined company to issue equity or
equity-linked securities in connection with the proposed business combination or
in the future; and other risks and uncertainties indicated from time to time in
the definitive proxy statement/consent solicitation statement/prospectus
relating to the proposed business combination, including those under "Risk
Factors" therein, and other documents filed or to be filed with the
Forward-looking statements included in this communication speak only as of the
date of this communication. Except as required by law, neither Parent nor the
Company undertakes any obligation to update or revise its forward-looking
statements to reflect events or circumstances after the date of this release.
Additional risks and uncertainties are identified and discussed in the Parent's
reports filed with the
1 Disclaimer
This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Additional Information About the Transactions
In connection with the proposed transaction contemplated by the merger agreement
among Parent and the Company (the "Proposed Transaction"), Parent has filed with
the
Participants in the Solicitation
Parent, the Company and certain of their respective directors, executive
officers and other members of management and employees may be deemed
participants in the solicitation of proxies of Parent's stockholders in
connection with the Proposed Transaction. PARENT'S STOCKHOLDERS AND OTHER
INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION
REGARDING THE DIRECTORS AND OFFICERS OF PARENT IN ITS ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report.
Exhibit No. Description 99.1 Press Release ofMomentus Inc. datedJune 9, 2021 . 2
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