Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Item 7.01 Regulation FD Disclosure.
Also on
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the Business Combination, the Company filed a definitive
proxy statement (the "Business Combination Proxy Statement"), with the
Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the Business
Combination described herein under the rules of the
Forward Looking Statements
Certain statements made in this Current Report on Form 8-K are "forward looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this
Current Report on Form 8-K, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words or similar
expressions (or the negative versions of such words or expressions) are intended
to identify forward-looking statements. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside the Company's control, that could cause actual results
or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or
outcomes include: the inability of the Company to complete the contemplated
Business Combination with Eos; matters discovered by Eos or the Company as they
complete their respective due diligence investigation of the other; the risk
that the approval of the stockholders of the Company for the Business
Combination is not obtained; the inability to recognize the anticipated benefits
of the proposed Business Combination, which may be affected by, among other
things, the amount of funds available in the Company's trust account following
any redemptions by the Company stockholders; the ability to meet Nasdaq's
listing standards following the consummation of the transactions contemplated by
the proposed Business Combination; costs related to the proposed Business
Combination; and those factors discussed in the Business Combination Proxy
Statement under the heading "Risk Factors," and other documents of the Company
filed, or to be filed, with the
Non-Solicitation
The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the 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 definitive document.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description 99.1 Press Release datedNovember 5, 2020 . 2
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