Item 7.01 Regulation FD Disclosure
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the press release (the "Press Release")
issued by Blade on
Important Information and Where to Find It
This press release relates to a proposed merger between Blade and BAC. This
press release 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. BAC has filed a registration statement on Form
S-4 with the
Participants in the Solicitation
BAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from BAC's shareholders with respect to the business
combination and related matters. Information about BAC's directors and executive
officers and a description of their interests in BAC and the proposed
transaction will be included in the proxy statement/prospectus for the proposed
transaction when available and will be available free of charge at the
Blade and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of BAC in connection with the proposed business combination and related transactions. Information about Blade's directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction when available and can be obtained free of charge as described in the preceding paragraph.
1 No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or a 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, or a recommendation to purchase, any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by
representatives of BAC, Blade and their respective affiliates, from time to time
may contain, "forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "might" and "continues," and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, the expectations of BAC and Blade with
respect to future performance of BAC, anticipated financial impacts of the
Transaction, the products and anticipated opportunities and addressable market
for BAC, the satisfaction of the closing conditions to the Transaction, and the
timing of the closing of the Transaction. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to
differ materially from expected results. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Current
Report on Form 8-K. Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; (2) a default by one
or more of the investors in the PIPE on its commitment, and BAC's failure to
retain sufficient cash in its trust account or find replacement financing in
order to meet the
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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