Item 7.01 Regulation FD Disclosure.
On
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, including Exhibit 99.1.
Important Information and Where to Find It
LAMF has filed a definitive proxy statement with the Securities and Exchange
Commissions (the "SEC"), related to the extraordinary general meeting of
shareholders which will be held for the purpose of considering and voting on,
among other proposals, a proposal to amend the amended and restated memorandum
and articles of association of LAMF (the "Extension Amendment") to provide the
Company with the right to extend the date by which it must consummate an initial
business combination from
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In addition, if a legally binding definitive agreement with respect to the
proposed business combination is executed, LAMF or Nuvo intend to file with the
This communication may be deemed to be offering or solicitation material in
respect of the proposed business combination with Nuvo, which will also be
submitted to the shareholders of LAMF for their consideration. LAMF urges
investors, shareholders and other interested persons to carefully read, when
available, the preliminary and definitive proxy statement/prospectus as well as
other documents filed with the
Participants in the Solicitation
LAMF and its directors and executive officers may be considered participants in
the solicitation of proxies of LAMF's shareholders in connection with the
Extension Amendment. Investors and shareholders may obtain more detailed
information regarding the names and interests of LAMF's directors and officers
in LAMF and the Extension Amendment in LAMF's Annual Report on Form 10-K filed
with the
LAMF and Nuvo and each of their directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
proposed business combination described herein under the rules of the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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 Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target", "may", "intend", "predict", "should", "would", "predict", "potential", "seem", "future", "outlook" or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. 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 LAMF'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: LAMF's ability to enter into a definitive agreement with respect to the proposed business combination with Nuvo within the time provided in LAMF's amended and restated memorandum and articles of association; the ability of LAMF and Nuvo to obtain the financing necessary to consummate the potential business combination; the performance of Nuvo's business; the
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timing and success of Nuvo's product development; the failure to realize the
anticipated benefits of the proposed business combination, including as a result
of a delay in consummating the proposed business combination; the ability of
LAMF and Nuvo to satisfy the conditions to closing the proposed business
combination; the risk that approval of LAMF's shareholders for the Extension
Amendment is not obtained; the level of redemptions made by the LAMF's
shareholders in connection with the Extension Amendment and the proposed
business combination and its impact on the amount of funds available in LAMF's
trust account to complete an initial business combination; the ability of LAMF
and LAMF's sponsor,
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