Item 8.01. Other Events.
On
Additional Information
The Company filed a preliminary proxy statement (the "Definitive Proxy
Statement") with the
Participants in the Solicitation
The Company, Sponsor and their respective directors, executive officers, other
members of management, and employees, under
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking 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 the Company's securities, (ii) the risk that the transaction may not be completed by the Company's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the stockholders of the Company 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 flyExclusive's business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of flyExclusive and potential difficulties in flyExclusive employee retention as a result of the transaction, (viii) the outcome of any legal proceedings that may be instituted against flyExclusive or against the Company related to the Equity Purchase Agreement or the transaction, (ix) the ability to maintain the listing of the Company's securities on a national securities exchange, (x) the price of the Company's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company plans to operate or flyExclusive operates, variations in operating
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performance across competitors, changes in laws and regulations affecting the
Company's or flyExclusive'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 the Company's registration on Form S-1, the proxy statement that will
be filed as discussed herein and other documents filed by the Company from time
to time with the
The Company cautions that the foregoing list of factors is not exclusive. The
Company 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 the Company's Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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