Item 7.01 Regulation FD Disclosure.
As previously announced, on
Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by
reference is a copy of the press release issued on
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information About the Transactions and Where to Find It
The Company intends to file with the
Participants in Solicitation
The Company, Pico and certain of their respective directors and officers may be
deemed participants in the solicitation of proxies of the Company's shareholders
with respect to the approval of the Transactions. Information regarding the
Company's directors and officers and a description of their interests in the
Company is contained in the Company's final prospectus relating to its initial
public offering, which was filed with the
In connection with the Transactions, at any time prior to the extraordinary general meeting to approve the Transactions, certain existing Company shareholders, which may include certain of the Company's officers, directors and other affiliates, may enter into transactions with shareholders and other persons with respect to the Company's securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Transactions. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Pico or their respective securities.
1 Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company's or Pico's future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Transactions; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Pico's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company's or Pico's management's current expectations and beliefs, as applicable, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or Pico's control that could cause actual results to
differ materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors include, but
are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; (2) the inability to complete the Transactions due to the
failure to obtain approval of the shareholders of the Company or other
conditions to closing in the Business Combination Agreement; (3) the ability of
the public entity to meet Nasdaq's listing standards following the Transactions;
(4) the inability to complete the
Disclaimer
This communication shall not constitute a solicitation of a proxy, an offer to sell or the solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 4, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
© Edgar Online, source