Item 1.01 Entry Into A Material Definitive Agreement.
First Amendment to the Business Combination Agreement
As previously disclosed, on
On
All other terms of the Business Combination Agreement, which was previously
filed by VIH as Exhibit 2.1 to VIH's Current Report on Form 8-K on
The foregoing summary description of the Amendment is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
Subscription Agreements
As previously disclosed, on
The foregoing description of the transactions with respect to the Subscription Agreements is qualified in its entirety by reference to the form of Subscription Agreement, which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
(this "Current Report") with respect to the issuance of Holdco Class A Ordinary
Shares (in the form of Holdco Class A ADSs) to the
--------------------------------------------------------------------------------
Forward-Looking Statements
This document includes "forward-looking statements" within the meaning of the
federal securities laws with respect to the proposed transaction between
The forward-looking statements and financial forecasts and projections contained
in this document are subject to a number of factors, risks and uncertainties.
Potential risks and uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking statements
include, but are not limited to, changes in domestic and foreign business,
market, financial, political and legal conditions; the timing and structure of
the business combination; changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws
or regulations; the inability of the parties to successfully or timely
consummate the business combination, the PIPE investment and other transactions
in connection therewith, including as a result of the COVID-19 pandemic or the
risk that any regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the combined company or
the expected benefits of the business combination or that the approval of the
shareholders of VIH or FinAccel is not obtained; the risk that the business
combination disrupts current plans and operations of VIH or FinAccel as a result
of the announcement and consummation of the business combination; the ability of
FinAccel to grow and manage growth profitably and retain its key employees
including its chief executive officer and executive team; the inability to
obtain or maintain the listing of the post-acquisition company's securities on
Nasdaq following the business combination; failure to realize the anticipated
benefits of business combination; risk relating to the uncertainty of the
projected financial information with respect to FinAccel; the amount of
redemption requests made by VIH's shareholders and the amount of funds available
in the VIH trust account; the overall level of demand for FinAccel's services;
general economic conditions and other factors affecting FinAccel's business;
FinAccel's ability to implement its business strategy; FinAccel's ability to
manage expenses; changes in applicable laws and governmental regulation and the
impact of such changes on FinAccel's business, FinAccel's exposure to litigation
claims and other loss contingencies; the risks associated with negative press or
reputational harm; disruptions and other impacts to FinAccel's business, as a
result of the COVID-19 pandemic and government actions and restrictive measures
implemented in response; FinAccel's ability to protect patents, trademarks and
other intellectual property rights; any breaches of, or interruptions in,
FinAccel's technology infrastructure; changes in tax laws and liabilities; and
changes in legal, regulatory, political and economic risks and the impact of
such changes on FinAccel's business. 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 Kredivo's
registration statement on Form F-4, the proxy statement/consent solicitation
statement/prospectus discussed below, VIH's Quarterly Report on Form 10-Q and
other documents filed by Kredivo or VIH from time to time with the
--------------------------------------------------------------------------------
Forward-looking statements speak only as of the date they are made. VIH and FinAccel anticipate that subsequent events and developments may cause their assessments to change. However, while Kredivo, VIH and FinAccel may elect to update these forward-looking statements at some point in the future, Kredivo, VIH and FinAccel specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by FinAccel nor VIH or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing VIH's or FinAccel's assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of FinAccel and VIH contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the FinAccel, VIH or any other entity.
Non-IFRS Financial Measures
This document may also include references to non-IFRS financial measures. Such non-IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS, and such non-IFRS measures may be different from non-IFRS financial measures used by other companies.
Important Information About the Proposed Transactions and Where to Find It
This document relates to a proposed transaction between FinAccel and VIH. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transactions will be submitted to shareholders of VIH for their consideration.
Kredivo intends to file a registration statement on Form F-4 (the "Registration
Statement") with the
After the Registration Statement has been filed and declared effective, VIH will
mail a definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the proposed
transactions. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that
VIH will send to its shareholders in connection with the business combination.
VIH's shareholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in connection
with VIH's solicitation of proxies for its special meeting of shareholders to be
held to approve, among other things, the proposed transactions, because these
documents will contain important information about VIH, Kredivo, FinAccel and
the proposed transactions. Shareholders and investors may also obtain a copy of
the preliminary or definitive proxy statement, once available, as well as other
documents filed with the
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 OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
Participants in the Solicitation
VIH, Kredivo and FinAccel and certain of their respective directors, executive
officers and other members of management and employees may, under
No Offer or Solicitation
This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a . . .
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 2.1 First Amendment to the Business Combination Agreement, dated as of September 29, 2021, by and among VIH, Holdco, Merger Sub,Target Company and the Shareholders Representative. 10.1 Form of Subscription Agreement. (1)
(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on
--------------------------------------------------------------------------------
© Edgar Online, source