YELE ACQU Item 7.01 Regulation FD Disclosure
On
On
The information under this Item 7.01 and the Presentation attached to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to be "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 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. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Yellowstone that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Yellowstone.
Participants in the Solicitation
Yellowstone,
Sky and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from Yellowstone's stockholders in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination is included in the Definitive Proxy Statement for the Business
Combination, which is available at the
Forward-Looking Statements
The information under this Item 7.01 and the Presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact contained in this communication including, without limitation, statements regarding Yellowstone's or Sky's financial position, business strategy and the plans and objectives of management for future operations; 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, are forward-looking statements. Also, forward-looking statements relate to future events or future performance of Sky and include statements about Sky's expectations or forecasts for future periods and events which are based on Sky management's assumptions and beliefs in light of the information currently available to it. Words such as "may," "will," "should," "expect," "plan," "believe," "anticipate," "intend," "estimate," "predict," "potential," "seek" and variations and similar words and expressions and the negative of such terms or other comparable terminology are intended to identify such forward-looking statements. Yellowstone disclaims any obligation to update those statements, except as applicable law may require it to do so, and cautions you not to rely unduly on them. While Yellowstone's management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond Yellowstone and Sky's control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
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 Yellowstone's and Sky's control and
are difficult to predict. Factors that may cause such differences include, but
are not limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Equity Purchase
Agreement or could otherwise cause the Business Combination to fail to close;
(ii) the outcome of any legal proceedings that may be instituted against
Yellowstone and Sky following the execution of the Equity Purchase Agreement and
the Business Combination; (iii) any inability to complete the Business
Combination, including due to failure to obtain approval of the stockholders of
Yellowstone or other conditions to closing in the Equity Purchase Agreement;
(iv) the inability to maintain the listing of the shares of common stock of the
post-acquisition company on
Yellowstone cautions that the foregoing list of factors is not exclusive.
Yellowstone cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of Yellowstone's Annual Report on Form
10-K and the Definitive Proxy Statement as filed with the
No Offer or Solicitation
This communication 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 Business Combination 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, and otherwise in accordance with applicable law.
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