Item 7.01 Regulation FD Disclosure.
On December 9, 2022, Better World Acquisition Corp., a Delaware corporation
("Better World"), announced the execution of a definitive business combination
agreement (the "Business Combination Agreement") with Heritage Distilling
Holding Company, Inc., a Delaware corporation (together with its successors,
"Heritage"), HDH Newco, Inc., a Delaware corporation and a wholly owned
subsidiary of Better World ("Pubco"), BWA Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Pubco, HD Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Pubco, BWA Holdings LLC, a
Delaware limited liability company, in the capacity as the representative for
the stockholders of Better World and Pubco (other than the former Heritage
stockholders), and (vii) Justin Stiefel, in the capacity as the representative
for certain security holders of Heritage, for a proposed business combination
among the parties (the "Business Combination"). Heritage is a craft distiller of
innovative premium brands. Pursuant to the Business Combination Agreement, Pubco
will serve as the parent company of each of Better World and Heritage following
the consummation of the Business Combination.
The information in this Item 7.01 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 the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 8.01 Other Events.
A copy of the press release with respect to the Business Combination is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
Certain statements included in this report are not historical facts, but are
forward-looking statements. Forward-looking statements generally are accompanied
by words such as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, statements regarding estimates and forecasts of
other performance metrics and projections of market opportunity. These
statements are based on various assumptions, whether or not identified in this
report and on the current expectations of Better World's and Heritage's
respective 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 Better World and Heritage. Some important factors that
could cause actual results to differ materially from those in any
forward-looking statements could include, without limitation, changes in
business, market, financial, political and legal conditions.
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These forward-looking statements are subject to a number of risks and
uncertainties, including, without limitation, the inability of the parties to
successfully or timely consummate the transactions contemplated by the Business
Combination Agreement (collectively, the "Transaction"); the failure to realize
the anticipated benefits of the Transaction; the ability of Better World prior
to the Transaction, and Pubco following completion of the Transaction, to
maintain (in the case of Better World) and to obtain and maintain (in the case
of Pubco) the listing of Better World's shares prior to the Transaction, and,
following the Transaction, Pubco's shares, on the Nasdaq Capital Market; costs
related to the Transaction; the failure to satisfy the conditions to the
consummation of the Transaction, including the approval of the Business
Combination Agreement by the stockholders of Better World, the risk that the
Transaction may not be completed by the stated deadline and the potential
failure to obtain an extension of the stated deadline; the inability to complete
a transaction financing; the outcome of any legal proceedings that may be
instituted against Better World or Heritage related to the Transaction; the
attraction and retention of qualified directors, officers, employees and key
personnel of Better World and Heritage prior to the Transaction, and Pubco
following the Transaction; the ability of Pubco to compete effectively in a
highly competitive market; the ability to protect and enhance Heritage's
corporate reputation and brand; the impact from future regulatory, judicial, and
legislative changes in Heritage's industry; the uncertain effects of the
COVID-19 pandemic or other public health matters; competition from larger
companies that have greater resources, technology, relationships and/or
expertise; the future financial performance of Pubco following the Transaction,
including the ability of future revenues to meet projected annual projections;
the ability of Pubco to forecast and maintain an adequate rate of revenue growth
and appropriately plan its expenses; Pubco's ability to manage a complex set of
marketing relationships and realize projected revenues from subscriptions,
advertisements, product sales and/or services; Heritage's ability to execute its
business plans and strategy; Pubco's ability to secure the attention and focus
of its distributor and retailer buyers to support the level of growth
anticipated in Pubco's business plans; Pubco's ability to negotiate terms with
Native American tribes in accordance with Pubco's business plans; the potential
difficulty of enforcing certain provisions in agreements with Native American
tribes due to their sovereign status; the ability to ensure product consistency,
quality control and presentation of the Heritage brand and products in locations
owned by third parties; the length of time required to receive approval from
Native American tribes, various related entities and Federal regulators with
regulatory oversight of the Federal-tribal relationship; and those factors set
forth in documents of Better World or Pubco filed, or to be filed, with the U.S.
Securities and Exchange Commission ("SEC"). You should carefully consider the
foregoing factors and the other risks and uncertainties that will be described
in the "Risk Factors" section of the registration statement on Form S-4 and
related proxy statement/prospectus and other documents to be filed by Better
World or Pubco from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. The foregoing list of risks is not exhaustive.
Participants in the Solicitation
Better World and Heritage and their respective directors and executive officers
may be considered participants in the solicitation of proxies with respect to
the proposed transaction described in this report under the rules of the SEC.
Information about the directors and executive officers of Better World is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the SEC on March 31, 2022, and is available free of charge at the
SEC's website at www.sec.gov or by directing a request to: Better World
Acquisition Corp., 775 Park Avenue, New York, New York 10021. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the Better World stockholders in connection
with the proposed Transaction will be set forth in the registration statement on
Form S-4 containing a proxy statement/prospectus to be filed by Pubco with the
SEC with respect to the proposed Transaction. These documents can be obtained
free of charge from the sources indicated herein.
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Important Information About the Transaction and Where to Find It
This report relates to a proposed Transaction between Better World and Heritage.
This report does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the Transaction described
herein, Better World and Heritage intend to file relevant materials with the
SEC, including a registration statement on Form S-4 to be filed by Pubco, which
will include a proxy statement/prospectus. Security holders are encouraged to
carefully review such information, including the risk factors and other
disclosures therein. The proxy statement/prospectus will be sent to all
stockholders of Better World. Better World and Pubco will also file other
documents regarding the proposed Transaction with the SEC. Before making any
voting or investment decision, investors and security holders of Better World
are urged to read the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the SEC in
connection with the proposed Transaction as they become available because they
will contain important information about the proposed Transaction.
Non-Solicitation
This report does not constitute, and should not be construed to be, a proxy
statement or the solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the proposed business combination described
herein and shall not constitute an offer to sell or a solicitation of an offer
to buy any securities nor shall there be any sale of 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 any such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of 1933, as
amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
99.1 Press Release, dated December 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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