Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished with this Form 8-K:
Exhibit No. Description of Exhibits 99.1 Press Release, datedJune 4, 2021
Important Additional Information and Where to Find It
Capitalized terms used below but not otherwise defined are defined as in the Press Release.
This Current Report on Form 8-K does not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities.
The proposed transactions described in this Current Report on Form 8-K have not
yet commenced, may proceed on materially different terms and may not occur at
all. This communication is for informational purposes only. This communication
is not a recommendation to buy, sell or exchange any securities, and it is
neither an offer to purchase nor a solicitation of an offer to sell securities.
The Redemption Tender Offer and the Warrant Exchange Offer (the "Offers") will
only be made pursuant to offers to purchase or exchange, letters of transmittal
and related materials that will be filed with the applicable Schedule TO on the
commencement date of each Offer. PSTH shareholders and warrantholders should
read those materials carefully because they will contain important information,
including the various terms of, and conditions to, the Offers. PSTH shareholders
and warrantholders will be able to obtain free copies of those materials as well
as the other documents that PSTH and SPARC will be filing with the
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 PSTH and Vivendi, including statements regarding the
benefits of the transaction, the anticipated timing of the proposed transaction,
the services offered by UMG and the markets in which it operates. 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 release,
including but not limited to: (i) the risk that the proposed transactions may
not be completed in a timely manner or at all, or may be completed on terms
materially different from those described herein, which may adversely affect the
price of PSTH's securities, (ii) the risk that the proposed transactions may not
be completed by PSTH's business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by PSTH,
(iii) the failure to satisfy the conditions to the consummation of any aspect of
the proposed transactions, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transactions, (v) the
occurrence of any event, change or other circumstance that could give rise to
the proposed transactions not occurring, (vi) the effect of the announcement of
the negotiations of the proposed transactions on UMG's business relationships,
performance, and business generally, (vii) the outcome of any legal proceedings
that may be instituted against PSTH, SPARC, Vivendi, UMG or their respective
directors or officers related announcement of the proposed transactions, (viii)
the amount of the costs, fees, expenses and other charges related to the
proposed transactions, (ix) the ability to maintain the listing of PSTH's
securities on NYSE, (x) the price of PSTH's securities may be volatile due to a
variety of factors which may also include changes in UMG's business and
operations and in performance across its competitors, changes in laws and
regulations affecting UMG's business and changes in its capital structure as a
result of the proposed transactions and its contemplated public listing, (xi)
the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and realize additional
opportunities, (xii) the amount of common stock redeemed by PSTH's public
shareholders, (xiii) possible variances between the historical financial
information UMG presents and its future financial statements, when they become
available, (xiv) potential material differences between the terms of SPARC
described herein and those ultimately offered to investors or the
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 the Registration Statements for the Distribution and
the SPARC rights offering that will be filed with the
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