Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The Merger Agreement provides for, among other things, the following
transactions at the closing: (i) STWO will become a
On
Trading of STWO common shares and warrants on Nasdaq is currently expected to
begin on or about
A copy of the press release is furnished hereto as Exhibit 99.1.
Important Information About the Proposed Business Combination and Where to Find It
STWO has filed, and the
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Participants in the Solicitation
STWO and ESS and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from STWO's stockholders in
connection with the proposed transaction. Information about STWO's directors and
executive officers and their ownership of STWO's securities is set forth in
STWO's filings with the
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of STWO, ESS or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements, including
statements regarding STWO's, ESS' or their management teams' expectations,
hopes, beliefs, intentions or strategies regarding the future. The words
"anticipate", "believe", "continue", "could", "estimate", "expect", "intends",
"may", "might", "plan", "possible", "potential", "predict", "project", "should",
"would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on STWO's and ESS' current
expectations and beliefs concerning future developments and their potential
effects on STWO, ESS or any successor entity of the proposed transactions. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this presentation, including but not limited to:
(i) the risk that the proposed transactions may not be completed in a timely
manner or at all, which may adversely affect the price of STWO's securities,
(ii) the failure to satisfy the conditions to the consummation of the proposed
transactions, (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination, (iv) the
effect of the announcement or pendency of the proposed transactions on ESS'
business relationships, operating results and business generally, (v) risks that
the proposed transactions disrupt current plans and operations of ESS,
(vi) changes in the competitive and highly regulated industries in which ESS
plans to operate, variations in operating performance across competitors,
changes in laws and regulations affecting ESS' business and changes in the
combined capital structure and (vii) the ability to implement business plans,
forecasts and other expectations after the completion of the proposed
transactions, and identify and realize additional opportunities. There can be no
assurance that the future developments affecting STWO, ESS or any successor
entity of the proposed transactions will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond STWO's or ESS' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of STWO's registration statement on
Form S-1 (File No. 333-248515), the registration statement on Form S-4
(File No. 333-257232) filed in connection with the business combination, and
other documents filed by STWO from time to time with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedSeptember 28, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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