Item 7.01 Regulation FD Disclosure
Press Release
On
If the Business Combination is not consummated for any reason,
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 SWAG under the Securities Act 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 of the information contained in this Item 7.01, including Exhibit 99.1.
Additional information
This Report relates to a proposed Business Combination between the Company and
SWAG. SWAG has filed with the
When available, the definitive proxy statement/prospectus and other relevant
materials for the proposed Business Combination will be mailed to stockholders
of SWAG as of a record date to be established for voting on the proposed
Business Combination. Stockholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Participants in Solicitation
SWAG and the Company and their respective directors and executive officers,
under
Forward-Looking Statements
Certain statements included in this Report 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 relate to future events or SWAG's or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "would", "seem", "expect", "intend", "will", "estimate", "anticipate", "believe", "future", "predict", "potential" or
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"continue", or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SWAG and its management, and the Company and its management, as the case may be, are inherently uncertain. 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 may differ from assumptions. Many actual events and circumstances are beyond the control of SWAG. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against SWAG, 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 SWAG, 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
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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
risk that SWAG, the Company and certain other parties to the Transactions may
amend one or more agreements applicable to the Transactions prior to the closing
of the Transactions, and/or that the Transactions may not be completed in a
timely manner, in the amount described herein or at all; (6) the ability to meet
stock exchange listing standards following the consummation of the Business
Combination; (7) 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; (8) 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 relationships with customers and suppliers and
retain its management and key employees; (9) costs related to the Business
Combination; (10) changes in applicable laws or regulations; (11) the
possibility that the Company or the combined company may be adversely affected
by other economic, business, and/or competitive factors; (12) inaccuracies for
any reason in the estimates of expenses and profitability and projected
financial information for the Company; and (13) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward Looking Statements" in SWAG's (i) Annual Report on Form 10-K for the
year ended
Nothing in this Report 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 SWAG nor the Company undertakes any duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Description 99.1 Press Release datedJune 13, 2022 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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