Item 7.01. Regulation FD Disclosure.
As previously disclosed, on
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
Additional Information and Where to Find It
This filing relates to a proposed transaction between Intuitive Machines and the
Company (the "Business Combination"). In connection with the Business
Combination, the Company has filed a registration statement on Form S-4 (as
amended by Amendment No. 1 thereto, filed on
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
1 No Offer or Solicitation
This filing is for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This filing contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the Business Combination. 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 that could cause the actual results to differ
materially from the expected results. 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 Business
Combination 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
Business Combination 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 Business Combination, including the
receipt of the requisite approvals of the Company's shareholders and Intuitive
Machines' equity holders, respectively, and the receipt of certain governmental
and regulatory approvals, (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the business combination
agreement, (v) the effect of the announcement or pendency of the Business
Combination on Intuitive Machines' business relationships, performance, and
business generally, (vi) risks that the Business Combination disrupts current
plans of Intuitive Machines and potential difficulties in Intuitive Machines
employee retention as a result of the Business Combination, (vii) the outcome of
any legal proceedings that may be instituted against Intuitive Machines or
against the Company related to the agreement and plan of merger or the Business
Combination, (viii) the ability to maintain the listing of the Company's
securities on Nasdaq, (ix) 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 Intuitive Machines plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Intuitive Machines' business and changes in the combined capital structure, (x)
the ability to implement business plans, forecasts, and other expectations after
the completion of the Business Combination and identify and realize additional
opportunities, (xi) the impact of the global COVID-19 pandemic, (xii) the market
for commercial human spaceflight has not been established with precision, it is
still emerging and may not achieve the growth potential Intuitive Machines
expects or may grow more slowly than expected, (xiii) space is a harsh and
unpredictable environment where Intuitive Machines' products and service
offerings are exposed to a wide and unique range of environmental risks, which
could adversely affect Intuitive Machines' launch vehicle and spacecraft
performance, (xiv) Intuitive Machines' business with various governmental
entities is subject to the policies, priorities, regulations, mandates and
funding levels of such governmental entities and may be negatively or positively
impacted by any change thereto, (xv) Intuitive Machines' limited operating
history makes it difficult to evaluate its future prospects and the risks and
challenges they may encounter and (xvi) other risks and uncertainties described
in the Company's registration statement on Form S-1 (File No. 333-253963), which
was originally filed with the
2
Participants in the Solicitation
The Company and Intuitive Machines and their respective directors and officers
may be deemed to be participants in the solicitation of proxies from the
Company's shareholders in connection with the Business Combination. Information
about the Company's directors and executive officers and their ownership of the
Company's securities is set forth in the Company's filings with the
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