Item 8.01. Other Events.
As previously disclosed, on
Demand Letters Related to the Business Combination
On
FAII has not yet responded to any of these Demand Letters and believes they are without merit. However, in order to moot the purported FAII stockholders' unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, FAII has determined to voluntarily supplement the Definitive Proxy Statement with certain supplemental disclosures as described in the following section entitled "Supplemental Disclosures" in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, FAII specifically denies all allegations by the purported FAII stockholders in the Demand Letters that any additional disclosure was or is required.
Supplemental Disclosures
The following disclosures supplement the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. The terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
The disclosure in the section entitled "The Business Combination - Certain Projected Financial Information of the Company" on page 90 of the Definitive Proxy Statement is hereby supplemented by adding the following immediately prior to the first full paragraph on such page:
Financial measures provided to a financial advisor in connection with a business
combination transaction are excluded from the definition of non-GAAP financial
measures and therefore are not subject to
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The disclosure in the section entitled "The Business Combination - Background of the Business Combination" on page 93 of the Definitive Proxy Statement is hereby supplemented by amending and restating the second full paragraph on such page as follows:
On
The disclosure in the section entitled "The Business Combination - Background of the Business Combination" on page 93 of the Definitive Proxy Statement is hereby supplemented by adding the following immediately prior to the third full paragraph on such page:
Between
The disclosure in the section entitled "The Business Combination - Background of the Business Combination" on page 96 of the Definitive Proxy Statement is hereby supplemented by amending and restating the second full paragraph on such page as follows:
Later on
Sponsor Letter Agreement, the Stockholders Agreement and the A&R RRA. In addition during this same period, representatives of FAII, representatives of the Company, representatives of Advent, Skadden and Weil conducted various telephonic conferences to discuss and resolve the open issues related to the potential business combination.
The disclosure in the section entitled "The Business Combination - Background of the Business Combination" on page 96 of the Definitive Proxy Statement is hereby supplemented by adding the following immediately prior to the sixth full paragraph on such page:
On
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The disclosure in the section entitled "Summary - Quorum and Required Vote for Proposals for the FAII Special Meeting" on page 32 of the Definitive Proxy Statement is hereby supplemented by amending and restating the second full paragraph in such section as follows:
The approval of each of the Business Combination Proposal, the NYSE Issuance Proposal, the Governance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of majority of the votes cast by holders of the outstanding shares of FAII Common Stock represented virtually or by proxy at the FAII Special Meeting and entitled to vote thereon. If a valid quorum is established, a stockholder's failure to vote by proxy or virtually at the FAII Special Meeting will have no effect on the outcome of any vote on any of the foregoing proposals. Abstentions will be counted in connection with determination of whether a valid quorum is established, but will have no effect on the vote with respect to such proposals, other than the NYSE Issuance Proposal, for which abstentions have the same effect as a vote "AGAINST" such proposal. Broker non-votes will also have no effect on the vote with respect to such proposals. The Insiders have agreed to vote their Founder Shares and any public shares they may hold in favor of each of the Business Combination Proposal, the NYSE Issuance Proposal, the Governance Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Currently, the Insiders own approximately 20% of the issued and outstanding FAII Common Stock, including all of the outstanding Founder Shares.
Other Disclosures
Because FAII mailed its proxy materials to its stockholders of record as of
As of the Record Date, there were 43,125,000 shares of FAII Common Stock outstanding, of which 34,500,000 are shares of FAII Class A common stock and 8,625,000 are shares of FAII Class F common stock held by FAII insiders.
As of the Record Date, there was approximately
Forward-Looking Statements
All statements other than statements of historical facts contained in this
communication are forward-looking statements. Forward-looking statements may
generally be identified by the use of words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "project," "forecast," "predict," "potential," "seem," "seek," "future,"
"outlook," "target" or other similar expressions (or the negative versions of
such words or expressions) that predict or indicate future events or trends or
that are not statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding estimates of financial and
performance metrics and market opportunity. These statements are based on
various assumptions, whether or not identified in this communication, and on the
current expectations of the Company's and FAII's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances are beyond the
control of the Company and FAII. These forward-looking statements are subject to
a number of risks and uncertainties, including (i) changes in domestic and
foreign business, market, financial, political and legal conditions; (ii) the
inability of the parties to successfully or timely consummate the proposed
Business Combination, including the risk that (a) the approval of the
stockholders of FAII is not obtained or (b) legal or regulatory developments
(such as the
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Combination; (ix) risks related to the rollout of the Company's business
strategy and the timing of expected business milestones; (x) the effects of
competition on the Company's future business and the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (xi) risks
related to political and macroeconomic uncertainty; (xii) the outcome of any
legal proceedings that may be instituted against FAII, the Company or any of
their respective directors or officers, following the announcement of the
potential transaction; (xiii) the amount of redemption requests made by FAII's
public stockholders; (xiv) the ability of FAII's or the combined company to
issue equity or equity-linked securities or obtain debt financing in connection
with the proposed Business Combination or in the future; (xv) the impact of the
global COVID-19 pandemic on any of the foregoing risks; and (xvi) those factors
discussed in FAII's definitive proxy statement relating to the proposed Business
Combination filed with the
Additional Information About the Proposed Business Combination and Where To Find It
This communication is being made in respect of the proposed Business Combination
involving FAII and the Company. FAII filed a definitive proxy statement relating
to the proposed Business Combination with the
Stockholders of FAII can obtain copies of the proxy statement and other
documents filed with the
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