SILX ENGA Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.l to this Current Report on Form 8-K, and incorporated
into this Item 7.01 by reference, is a copy of an updated investor presentation
(the "Investor Presentation") that will be used in connection with the
previously announced business combination (the "Business Combination") of
The information in this Item 7.01, 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 SilverBox under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Investor Presentation dated
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Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking
statements. Forward-looking statements generally relate to future events
including future financial or operating performance of
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by SBEA and its management, and the Company and its
management, as the case may be, are inherently uncertain and are inherently
subject to risks, variability and contingencies, many of which are beyond the
Company's control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (1) SBEA's ability to
complete the business combination; (2) the outcome of any legal proceedings that
may be instituted against SBEA, the combined company or others following the
announcement of the business combination and any definitive agreements with
respect thereto; (3) the inability to complete the business combination due to
the failure to obtain approval of the stockholders of SBEA, to obtain financing
to complete the business combination or to satisfy other conditions to closing;
(4) changes to the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the consummation of
the business combination; (6) the risk that the business combination disrupts
current plans and operations of the Company as a result of the announcement and
consummation of the business combination; (7) the ability to recognize the
anticipated benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain key relationships and retain its management
and key employees; (8) costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that the Company or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; (11) the Company's estimates of expenses and profitability;
(12) the failure to realize anticipated pro forma results or projections and
underlying assumptions, including with respect to estimated stockholder
redemptions, purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in SBEA's final prospectus relating
to its initial public offering dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SBEA nor the Company undertakes any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this Current Report on Form 8-K.
Additional Information about the Proposed Business Combination and Where to Find It
This Current Report on Form 8-K is being made in respect of the proposed
transaction involving SBEA and the Company. In connection with the proposed
business combination,
Investors and security holders will be able to obtain free copies of the
Form S-4, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the
Participants in the Solicitation
SBEA,
The Company and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of SBEA in
connection with the proposed business combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed business combination has been included in the Form S-4 filed by
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the proposed transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of SBEA,
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