Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 8.01. Other Events.
On
In light of ongoing developments related to coronavirus (COVID-19), the Company has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of the Company's shareholders, directors and management team. Shareholders or their proxyholder will be able to attend and vote at the meeting online by visiting www.virtualshareholdermeeting.com/BSN2021 and using a control number assigned by Broadridge. To register and receive access to the hybrid virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the definitive proxy statement/prospectus for the Meeting, when available.
In connection with the Meeting, the Company's shareholders that wish to exercise
their redemption rights must do so no later than
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additional Information About the Business Combination
In connection with the proposed Business Combination, Vertical filed a
registration statement, as amended, on Form F-4 (File No. 333-257785) (the
"Registration Statement") with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement and is available free of charge from the sources indicated above.
Vertical and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination.
Non-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 Transactions and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Vertical,
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto)
includes certain statements that 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 are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ from the
forward-looking statements. The forward-looking statements contained or
incorporated by reference in this Current Report on Form 8-K are based on
Broadstone's and Vertical's current expectations and beliefs concerning future
developments and their potential effects on Broadstone and Vertical. There can
be no assurance that future developments affecting Broadstone and Vertical will
be those that Broadstone and Vertical have anticipated. Forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
Broadstone and Vertical's control) or other assumptions. Many factors could
cause actual results or performance to be materially different from those
expressed or implied by the forward-looking statements in this presentation,
including (i) that the Proposed Transactions may not be completed in a timely
manner or at all, which may adversely affect the price of Broadstone's
securities, (ii) the risk that the Proposed Transactions may not be completed by
Broadstone's business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by Broadstone, (iii)
the failure to satisfy the conditions to the consummation of the Proposed
Transactions, including the approval of the Business Combination Agreement by
the shareholders of Broadstone and the satisfaction of the minimum trust account
amount following any redemptions by Broadstone's public shareholders, (iv) the
lack of a third-party valuation in determining whether or not to pursue the
Proposed Transactions, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination
Agreement, (vi) the effect of the announcement or pendency of the Proposed
Transactions on Vertical's business relationships, operating results and
business generally, (vii) risks that the Proposed Transactions disrupt current
plans and operations of Vertical, (viii) the outcome of any legal proceedings
that may be instituted against Vertical or against Broadstone related to the
Business Combination Agreement or the Proposed Transactions, (ix) the ability to
list
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in Broadstone's
most recent filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedDecember 2, 2021 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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