SEAT GLOB Item 8.01 Other Events.
On
Subsequent to the date of the Business Combination Agreement, in
Neither SGAC nor Redbox or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.
Filed as Exhibit 99.1 to this Current Report on Form 8-K is the form of investor presentation including the post-signing updated projections. The post-signing updated projections were disclosed in the preliminary proxy statement filed on the date hereof.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, SGAC intends to file
preliminary and definitive proxy statements with the
This communication does not constitute 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 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.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes certain statements that 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. All
statements, other than statements of present or historical fact included in this
Current Report on Form 8-K, regarding SGAC's proposed business combination with
the Company, SGAC's ability to consummate the transaction, the benefits of the
transaction and the combined company's future financial performance, as well as
the combined company's strategy, future operations, estimated financial
position, estimated revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this Current Report
on Form 8-K, and on the current expectations of the respective management of
SGAC and the Company 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 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
SGAC or the Company. Potential risks and uncertainties that could cause the
actual results to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the business
combination, including the risk that any 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 business combination
or that the approval of the stockholders of SGAC or the Company is not obtained;
failure to realize the anticipated benefits of business combination; risk
relating to the uncertainty of the projected financial information with respect
to the Company; the amount of redemption requests made by SGAC's stockholders;
the overall level of consumer demand for the Company's products; general
economic conditions and other factors affecting consumer confidence,
preferences, and behavior; disruption and volatility in the global currency,
capital, and credit markets; the financial strength of the Company's customers;
the Company's ability to implement its business and growth strategy; changes in
governmental regulation, the Company's exposure to litigation claims and other
loss contingencies; disruptions and other impacts to the Company's business, as
a result of the COVID-19 pandemic and government actions and restrictive
measures implemented in response, and as a result of the proposed transaction;
the Company's ability to retain and expand customer relationships; competitive
pressures from many sources, including those using other distribution channels,
having more experience, larger or more appealing inventory, better financing,
and better relationships with those in the physical and streaming movie and
television industries; developments in the home video distribution market as
newer technologies and distribution channels compete for market share, and the
Company experiences a secular decline in the physical rental market; the impact
of decreased quantity and quality of movie content availability for physical and
digital distribution due to changes in quantity of new releases by studios,
movie content failing to appeal to consumers' tastes, increased focus on digital
sales and rentals, and other general industry-related factors; the termination,
non-renewal or renegotiation on materially adverse terms of the Company's
contracts or relationships with one or more of its significant retailers or
studios; the Company's inability to obtain licenses to digital movie or
television content for home entertainment viewing; the Company's reliance upon a
number of partners to make its digital service available on their devices;
unforeseen costs and potential liability in connection with content the Company
acquires, produces, licenses and/or distributes through its service; the impact
of the COVID-19 pandemic on the Company's business, results of operations and
financial condition, its suppliers and customers and on the global economy; the
impact that global climate change trends may have on the Company and its
suppliers and customers; the Company's ability to protect patents, trademarks
and other intellectual property rights; any breaches of, or interruptions in,
SGAC's information systems; fluctuations in the price, availability and quality
of electricity and other raw materials and contracted products as well as
foreign currency fluctuations; changes in tax laws and liabilities, tariffs,
legal, regulatory, political and economic risks. More information on potential
factors that could affect SGAC's or the Company's financial results is included
from time to time in SGAC's public reports filed with 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 the Business Combination. This Current Report on Form 8-K shall also 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 99.1 Investor Presentation, datedJuly 8, 2021 .
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