Item 7.01. Regulation FD Disclosure.
Senior Connect Acquisition Corp. I (the "Company"), a publicly traded special
purpose acquisition company, has announced today that it has entered into a
non-binding letter of intent ("LOI") for a business combination with Avellino
Lab USA, Inc. ("Avellino"). Avellino, a leader in precision medicine, is making
a global impact in genetics and bringing innovative diagnostics, therapies, and
AI-driven data processing to patient care.
Under the terms of the LOI, the Company and Avellino would become a combined
entity, with Avellino's existing equityholders exchanging their shares in
Avellino for equity in the combined public company. The Company expects to
announce additional details regarding the proposed business combination when a
definitive agreement is executed, which is expected early in the first quarter
of 2023.
No assurances can be made that the parties will successfully negotiate and enter
into a definitive agreement, or that the proposed transaction will be
consummated on the terms or timeframe currently contemplated, or at all. Any
transaction would be subject to board and equityholder approval of both
companies, regulatory approvals and other customary conditions.
Avellino is a genetics-based diagnostics and research company, advancing
precision health using machine learning to unlock the potential for research,
development and commercialization of diagnostics and therapeutics. The primary
driver of its business is the aggregation, curation, and deep analysis of vast
amounts of genetic data to provide solutions for early detection of disease
states in the areas of ophthalmology, oncology and infectious disease. Avellino
has a strong track record of diagnosing genetic conditions, initially focused on
corneal dystrophies and other inherited diseases in ophthalmology. In addition
to expertise in ophthalmology, Avellino is developing a non-invasive early
cancer diagnostic derived from whole blood, saliva or tissue samples.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities Act of 1934, as amended
(the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933 as amended, or the Exchange Act.
1
Important Information and Where to Find It
The Company has mailed to its stockholders of record as of November 7, 2022 a
definitive proxy statement (the "Extension Proxy Statement") for a special
meeting of stockholders to be held on December 9, 2022 to approve an extension
of time for the Company to complete an initial business combination from
December 15, 2022 to December 15, 2023 or such earlier date as is determined by
the Company's Board of Directors (the "Extension Proposal"). Stockholders may
obtain a copy of the Extension Proxy Statement, without charge, by directing a
request to: Senior Connect Acquisition Corp. I, 7114 East Stetson Drive, Suite
400 Scottsdale, AZ 85251. The Extension Proxy Statement can also be obtained,
without charge, at the website of the U.S. Securities and Exchange commission
(the "SEC") at www.sec.gov.
If a legally binding definitive agreement with respect to the proposed business
combination is executed, the Company intends to file a registration statement on
Form S-4 that will include a proxy statement with respect to a stockholder
meeting of the Company to vote on the proposed business combination and a
prospectus with respect to the Company's securities to be issued in connection
with the proposed business combination (a "Deal Proxy Statement"). After the
Form S-4 registration is declared effective, the definitive Deal Proxy Statement
to be included in the registration statement will be mailed to stockholders of
the Company as of a record date to be established for voting on the proposed
transaction. Stockholders also will be able to obtain a copy of the Deal Proxy
Statement, without charge, by directing a request to: Senior Connect Acquisition
Corp. I, 7114 East Stetson Drive, Suite 400 Scottsdale, AZ 85251. The Deal Proxy
Statement can also be obtained, without charge, at the SEC's website at
www.sec.gov.
The Company urges investors, stockholders and other interested persons to read
the Extension Proxy Statement and, when available, the preliminary Deal Proxy
Statement, as well as other documents filed with the SEC because these documents
do and will contain important information about the Company, the Proxy Extension
Proposal, the potential target company and the proposed transaction.
Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies with respect to the Extension
Proposal and the potential transaction described herein under the rules of the
SEC. Information about the directors and executive officers of the Company is
set forth in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on April 15, 2022. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders in connection with the
potential transaction will be set forth in the Deal Proxy Statement when it is
filed with the SEC. These documents can be obtained free of charge from the
sources indicated above.
2
No Offer or Solicitation
This current report shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of any business
combination. This current report shall 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 of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. 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. These forward-looking statements include, but
are not limited to, statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections of market
opportunity and expectations, the Company's stockholders' approval of the
Extension Proposal, the Company's ability to enter into a definitive agreement
or consummate a transaction with the target company, the target company's
business and product development, and the Company's ability to obtain the
financing necessary to consummate the potential transaction. These statements
are based on various assumptions 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 the Company and the target company. These forward-
looking statements are subject to a number of risks and uncertainties,
including: the risk that the approval of the stockholders of the Company of the
Extension Proposal is not obtained, the Company's ability to enter into a
definitive agreement with respect to the proposed business combination or
consummate a transaction with the target company; the risk that the approval of
the stockholders of the Company for the potential transaction is not obtained;
failure to realize the anticipated benefits of the potential transaction,
including as a result of a delay in consummating the potential transaction or
difficulty in integrating the businesses of the Company and the target company;
the amount of redemption requests made by the Company's stockholders and the
amount of funds remaining in the Company's trust account after satisfaction of
such requests; the performance of the target company's business and product
development process and related supply chain, competition, demand, and
regulatory risks; those factors discussed in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2021 under the heading "Risk
Factors," and other documents of the Company filed, or to be filed, with the
SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking
statements. There may be additional risks that the Company presently does not
know or that the Company currently believes are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect the Company's expectations,
plans or forecasts of future events and views as of the date hereof. The Company
anticipates that subsequent events and developments will cause the Company's
assessments to change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company's assessments as of any date
subsequent to the date of this disclosure statement. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
© Edgar Online, source Glimpses