Item 7.01. Regulation FD Disclosure.
As previously announced, on
On
The information set forth herein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information for Investors and Stockholders
This communication is being made in respect of the proposed transaction
involving DCRC and the Company. A full description of the terms of the
transaction is provided in the registration statement on Form S-4 (File
No. 333-258681) (the "Registration Statement") filed with the
Participants in the Solicitation
DCRC and the Company and their respective directors and officers may be deemed
participants in the solicitation of proxies of DCRC's stockholders in connection
with the proposed business combination. Security holders may obtain more
detailed information regarding the names, affiliations and interests of certain
of DCRC's executive officers and directors in the solicitation by reading DCRC's
definitive proxy statement/prospectus, which will become available after the
Registration Statement has been declared effective by the
1
--------------------------------------------------------------------------------
prospectus for its initial public offering filed with the
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval 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 DCRC, the Company 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 of 1933, as amended (the "Securities Act").
Forward-Looking Statements
The information herein includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, including DCRC's or the Company's or their management
teams' expectations, hopes, beliefs, intentions or strategies regarding the
future. All statements, other than statements of present or historical fact
included herein, regarding DCRC's proposed acquisition of the Company, DCRC's
ability to consummate the transaction, the benefits of the transaction and the
combined company's future financial performance, as well as the combined
company's strategy, future operations, estimated financial position, estimated
revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used herein, the words "could,"
"should," "will," "may," "believe," "anticipate," "intend," "estimate,"
"expect," "project," the negative of such terms and other similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These forward-looking
statements are based on management's current expectations and assumptions about
future events and are based on currently available information as to the outcome
and timing of future events. Except as otherwise required by applicable law,
DCRC and the Company disclaim any duty to update any forward-looking statements,
all of which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date hereof. DCRC and the Company
caution you that these forward-looking statements are subject to numerous risks
and uncertainties, most of which are difficult to predict and many of which are
beyond the control of either DCRC or the Company. In addition, DCRC cautions you
that the forward-looking statements contained herein are subject to the
following factors: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give rise to the
termination of the agreements related thereto; (ii) the outcome of any legal
proceedings that may be instituted against DCRC or the Company following
announcement of the transactions; (iii) the inability to complete the business
combination due to the failure to obtain approval of the stockholders of DCRC,
or other conditions to closing in the transaction agreement; (iv) the risk that
the proposed business combination disrupts DCRC's or the Company's current plans
and operations as a result of the announcement of the transactions; (v) the
Company's ability to realize the anticipated benefits of the business
combination, which may be affected by, among other things, competition and the
ability of the Company to grow and manage growth profitably following the
business combination; (vi) costs related to the business combination;
(vii) changes in applicable laws or regulations; (viii) rollout of the Company's
business plan and the timing of expected business milestones, (ix) the effects
of competition on the Company's business, (x) supply shortages in the materials
necessary for the production of the Company's products, (xi) risks related to
original equipment manufacturers and other partners being unable or unwilling to
initiate or continue business partnerships on favorable terms, (xii) the
termination or reduction of government clean energy and electric vehicle
incentives, (xiii) delays in the construction and operation of production
facilities, (xiv) the amount of redemption requests made by DCRC's public
stockholders, (xv) changes in domestic and foreign business, market, financial,
political and legal conditions, and (xvi) the possibility that the Company may
be adversely affected by other economic, business, and/or competitive factors.
Should one or more of the risks or uncertainties described herein, or should
underlying assumptions prove incorrect, actual results and plans could differ
materially from those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the operations
and projections discussed herein can be found in DCRC's filings with the
2
--------------------------------------------------------------------------------
© Edgar Online, source