Item 7.01. Regulation FD Disclosure.
This Current Report on Form 8-K (this "Form 8-K") is being furnished by
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving
Participants in the Solicitation
ACON S2 and ESS and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from ACON S2's stockholders in
connection with the proposed transaction. Information about ACON S2's directors
and executive officers and their ownership of ACON S2's securities is set forth
in ACON S2's filings with the
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ACON S2, ESS or the combined company, nor shall there be any sale of any such 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 state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
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Forward-Looking Statements
This communication contains certain forward-looking statements, including
statements regarding ACON S2's, ESS' or their management teams' expectations,
hopes, beliefs, intentions or strategies regarding the future. The words
"anticipate", "believe", "continue", "could", "estimate", "expect", "intends",
"may", "might", "plan", "possible", "potential", "predict", "project", "should",
"would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on ACON S2's and ESS' current
expectations and beliefs concerning future developments and their potential
effects on ACON S2, ESS or any successor entity of the proposed transactions.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this presentation, including but not limited to:
(i) the risk that the proposed transactions may not be completed in a timely
manner or at all, which may adversely affect the price of ACON S2's securities,
(ii) the failure to satisfy the conditions to the consummation of the proposed
transactions, (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination, (iv) the
effect of the announcement or pendency of the proposed transactions on ESS'
business relationships, operating results and business generally, (v) risks that
the proposed transactions disrupt current plans and operations of ESS,
(vi) changes in the competitive and highly regulated industries in which ESS
plans to operate, variations in operating performance across competitors,
changes in laws and regulations affecting ESS' business and changes in the
combined capital structure and (vii) the ability to implement business plans,
forecasts and other expectations after the completion of the proposed
transactions, and identify and realize additional opportunities. There can be no
assurance that the future developments affecting ACON S2, ESS or any successor
entity of the proposed transactions will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond ACON S2's or ESS' control) or other assumptions that may
cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. You should carefully
consider the foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of ACON S2's registration statement on
Form S-1 (File No. 333-248515), the registration statement on
Form S-4 (File No. 333-257232) filed in connection with the business
combination, and other documents filed by ACON S2 from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedAugust 3, 2021
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