Item 1.01 Entry into a Material Definitive Agreement.
On
As previously disclosed, the Merger Agreement is subject to the satisfaction or
waiver of certain customary closing conditions. Pursuant to the Amendment, in
addition to KVSA stockholder approval of the amendment and restatement of the
certificate of incorporation of KVSA (the "Proposed Charter") pursuant to the
governing documents of KVSA and applicable law, the parties agreed to a mutual
closing condition that the Proposed Charter will have been approved at the
Acquiror Stockholders' Meeting by the affirmative vote of the holders of a
majority of the shares of KVSA's Class A common stock, par value
KVSA and Valo also intend to submit an application to the
The foregoing summary is qualified in its entirety by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between KVSA
and Valo. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. KVSA filed a registration
statement on Form S-4/A with the
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
The documents filed by KVSA with the
Participants in Solicitation
KVSA and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVSA's stockholders in connection with the proposed transaction. A list of the names of such directors and executive officers of KVSA and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
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Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KVSA, the combined company or Valo, 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 prospectus meeting the requirements of the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between KVSA and Valo. 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 Current Report on Form 8-K, 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 KVSA's securities,
(ii) the risk that the transaction may not be completed by KVSA's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by KVSA, (iii) the failure to satisfy
the conditions to the consummation of the transaction, including the adoption of
the Merger Agreement by the stockholders of KVSA, the satisfaction of the
minimum trust account amount following redemptions by KVSA's public stockholders
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 proposed
transaction, (v) the inability to complete the PIPE investment in connection
with the transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(vii) the effect of the announcement or pendency of the transaction on Valo's
business relationships, operating results and business generally, (viii) risks
that the proposed transaction disrupts current plans and operations of Valo and
potential difficulties in Valo employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be instituted
against Valo or against KVSA related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of KVSA's securities on a
national securities exchange, (xi) the price of KVSA's securities may be
volatile due to a variety of factors, including changes in the competitive and
highly regulated industries in which KVSA plans to operate or Valo operates,
variations in operating performance across competitors, changes in laws and
regulations affecting KVSA's or Valo's business and changes in the combined
capital structure, (xii) the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive healthcare
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 KVSA's registration on Form S-1 (File
No. 333-253096), the registration statement on Form S-4 discussed above and
other documents filed by KVSA from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofSeptember 22, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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