MOTN ACQU Item 7.01 Regulation FD Disclosure
As previously announced,
On
Attached as Exhibit 99.2 to this Current Report on Form 8-K is an updated form of investor presentation which may be used by Parent and the Company in presentations regarding the proposed business combination.
The information set forth under this Item 7.01, including the exhibits 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 ("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.
Additional Information and Where to Find It
Parent has filed a preliminary registration statement on Form S-4 with the
The documents filed by Parent with the
The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in Solicitation
Parent, the Company, and certain of their respective directors and executive
officers, under
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No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any 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 other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K and the exhibits hereto are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in
this press release, and on the current expectations of the Company's management
and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of
Parent and the Company. Some important factors that could cause actual results
to differ materially from those in any forward-looking statements could include
changes in domestic and foreign business, market, financial, political and legal
conditions. Further, these forward-looking statements are subject to a number of
risks and uncertainties, including: the conditions to the completion of the
Merger, including the required approval by Parent's stockholders, may not be
satisfied on the terms expected or on the anticipated schedule; the parties'
ability to meet expectations regarding the timing and completion of the Merger;
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; the approval by Parent's
stockholders of an amendment to Parent's organizational documents to extend the
date by which Parent must complete its initial business combination in order to
have adequate time to close the proposed transaction; the outcome of any legal
proceedings that may be instituted against Parent related to the merger or the
Merger Agreement; the amount of the costs, fees, expenses and other charges
related to the merger; the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed
business combination; failure to realize the anticipated benefits of the
proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to the Company; the Company's
ability to successfully expand its service offerings; competition; the uncertain
effects of the COVID-19 pandemic; and those factors discussed in the
registration statement, proxy statement/prospectus, and other documents filed,
or to be filed, by Parent with
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In addition, forward-looking statements reflect Parent's and the Company's
expectations, plans or forecasts of future events and views as of the date of
this Current Report on Form 8-
This Current Report on Form 8-K, including its exhibits, is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Parent and is not intended to form the basis of an investment decision in Parent. All subsequent written and oral forward-looking statements concerning Parent and the Company, the proposed business combination or other matters and attributable to Parent, the Company, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Non-GAAP Financial Information
Some of the Company's financial information and data contained herein and in the
exhibits hereto does not conform to SEC Regulation S-X in that it includes
certain financial information not derived in accordance with United States
Generally Accepted Accounting Principles ("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 Press Release.
99.2 Investor Presentation.
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