Item 7.01. Regulation FD Disclosure.
In connection with the previously announced potential business combination (the
"business combination") between
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.
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
Investors and security holders of the Company are advised to read the Business
Combination Proxy Statement and any amendments thereto, in each case filed in
connection the business combination, as these materials will contain important
information about the business combination. The Business Combination Proxy
Statement has been mailed to the Company's stockholders of record as of a record
date to be established for the special meeting of stockholders relating to the
business combination. Stockholders can also obtain copies of the Business
Combination Proxy Statement, without charge, once available, at 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; 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 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 potential 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
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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
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 potential 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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