Item 1.01 Entry Into A Material Definitive Agreement.
Amendment No. 1 to Equity Purchase Agreement
As previously disclosed, on
On
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and incorporated by reference herein.
Additional Information
EG intends to file a preliminary proxy statement with the
Participants in the Solicitation
EG, Sponsor and their respective directors, executive officers, other members of
management, and employees, under
LGM and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from EG'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 will be included in the proxy statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking
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statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of EG's
securities, (ii) the risk that the transaction may not be completed by EG's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by EG, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
approval by the stockholders of EG and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the transaction, (v) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Equity Purchase Agreement, (vi) the effect of the announcement or pendency of
the transaction on LGM's business relationships, operating results and business
generally, (vii) risks that the proposed transaction disrupts current plans and
operations of LGM and potential difficulties in LGM employee retention as a
result of the transaction, (viii) the outcome of any legal proceedings that may
be instituted against LGM or against EG related to the Equity Purchase Agreement
or the transaction, (ix) the ability to maintain the listing of the EG's
securities on a national securities exchange, (x) the price of EG's securities
may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which EG plans to operate or LGM
operates, variations in operating performance across competitors, changes in
laws and regulations affecting EG's or LGM's business and changes in the
combined capital structure, (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and (xii) the
risk of downturns and a changing regulatory landscape in the highly competitive
aviation industry. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of EG's registration on Form S-1, the
proxy statement that will be filed as discussed herein and other documents filed
by EG from time to time with the
EG cautions that the foregoing list of factors is not exclusive. EG 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 EG's
Annual Report on Form 10-K filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Amendment No. 1 to Equity Purchase Agreement, dated as ofApril 21, 2023 , by and amongLGM Enterprises, LLC ,EG Acquisition Corp. and the LGM Existing Equityholders listed on Annex A of the Equity Purchase Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 3 -
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