Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Item 7.01. Regulation FD Disclosure.
In connection with the previously announced potential business combination (the
"business combination") between the Company and Eos, on
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 the Company under the Securities Act of 1933, as amended (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 information of the information in this Item 7.01.
Additional Information and Where to Find It
In connection with the business combination, the Company filed a preliminary
proxy statement, and intends to file a definitive proxy statement (the "Business
Combination Proxy Statement"), with the
Investors and security holders of the Company are advised to read the
preliminary Business Combination Proxy Statement and any amendments thereto and,
when available, the definitive Business Combination Proxy Statement, in each
case filed in connection the business combination, as these materials will
contain important information about the business combination. The definitive
Business Combination Proxy Statement will be mailed to the Company's
stockholders of record as of a record date to be established for the special
meeting of stockholders relating to the business combination. Stockholders will
also be able to obtain copies of the Business Combination Proxy Statement,
without charge, once available, at the
Forward Looking Statements
Certain statements made in this Current Report on Form 8-K are "forward looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this
Current Report on Form 8-K, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may,"
"will," "should," "future," "propose" and variations of these words or similar
expressions (or the negative versions of such words or expressions) are intended
to identify forward-looking statements. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside the Company's control, that could cause actual results
or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or
outcomes include: the inability of the Company to enter into a definitive
agreement with respect to the potential business combination or to complete the
contemplated transactions with Eos; matters discovered by Eos or the Company as
they complete their respective due diligence investigation of the other; the
risk that the approval of the stockholders of the Company for the business
combination is not obtained; the inability to recognize the anticipated benefits
of the potential business combination, which may be affected by, among other
things, the amount of funds available in the Company's trust account following
any redemptions by the Company stockholders; the ability to meet the NYSE's
listing standards following the consummation of the transactions contemplated by
the potential business combination; costs related to the potential business
combination; and those factors discussed in the Business Combination Proxy
Statement under the heading "Risk Factors," and other documents of the Company
filed, or to be filed, with the
1
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 business
combination described herein under the rules of the
Non-Solicitation
The disclosure herein is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the 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 definitive document.
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