Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of an
article regarding special purpose acquisition companies in which
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
Neither Legato, the Company, nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
This Current Report on Form 8-K and the exhibit furnished herewith include "forward-looking statements" made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the proposed Transactions between Legato and the Company, including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions, the business of the Company and the markets in which it operates. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as "aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be," "will continue," "will likely result," "could," "should," "believe(s)," "predicts," "potential," "continue," "future," "opportunity," seek," "intend," "strategy," or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Legato's and the Company's expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Legato's and the Company's control
and are difficult to predict. Factors that may cause such differences include,
but are not limited to: general economic, financial, legal, political and
business conditions and changes in domestic markets; the potential effects and
impact of the global COVID-19 pandemic; risks related to the business of
Southland and the timing of expected business milestones; changes in the
assumptions underlying the expectations of Southland regarding its future
business; the effects of competition on Southland' future business; the outcome
of any legal proceedings that may be instituted against Legato, Southland, the
combined company or others following the announcement of the proposed
Transactions and any definitive agreements with respect thereto; the inability
to complete the proposed Transactions, including, without limitation, the
inability obtain approval of the stockholders of Legato or to satisfy other
conditions to closing; the ability to meet stock exchange listing standards in
connection with and following the consummation of the proposed Transactions; the
risk that the proposed Transactions disrupt current plans and operations of
Southland or Legato as a result of the announcement and consummation of the
proposed Transactions; the ability to recognize the anticipated benefits of the
proposed Transactions, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; costs related to the proposed Transactions;
changes in applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory approvals
required to complete the proposed Transactions; the parties' estimates of
expenses and profitability and underlying assumptions with respect to
stockholder redemptions and purchase price and other adjustments; the
possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; and other risks and
uncertainties set forth in the filings made by Legato with the
Legato and the Company caution that the foregoing list of factors is not exclusive. Legato and the Company caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Legato nor the Company undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
In connection with the proposed Transactions between Legato and the Company,
Legato will file with the
Participants in the Solicitation
Legato, the Company, and certain of their respective directors, executive
officers, and employees may be considered to be participants in the solicitation
of proxies in connection with the transaction. Information regarding the persons
who may, under the rules of the
No Offer or Solicitation
This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction 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 the Securities Act.
Non-GAAP Financial Information
Some of the Company's financial information and data contained herein and in the
exhibit hereto does not conform to SEC Regulation S-X in that it includes
certain financial information not derived in accordance with GAAP. Accordingly,
such information and data will be adjusted and presented differently in the
Registration Statement filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description 99.1 Article 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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