SEAT GLOB Item 8.01 Other Events.
As previously announced,
The information in this Item 8.01, 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 SGAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, SGAC has filed a
preliminary proxy statement and a definitive proxy statement 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
Redbox, 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 Redbox 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 Redbox. 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 Redbox 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 Redbox; the
amount of redemption requests made by SGAC's stockholders; the overall level of
consumer demand for Redbox'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 Redbox's customers; Redbox's ability to implement its business and
growth strategy; changes in governmental regulation, Redbox's exposure to
litigation claims and other loss contingencies; disruptions and other impacts to
Redbox'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; Redbox'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 Redbox 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 Redbox's contracts or relationships with one or more of its significant
retailers or studios; Redbox's inability to obtain licenses to digital movie or
television content for home entertainment viewing; Redbox'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 Redbox
acquires, produces, licenses and/or distributes through its service; the impact
of the COVID-19 pandemic on Redbox'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 Redbox and its suppliers
and customers; Redbox'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 Redbox'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 Press Release datedOctober 1, 2021 .
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