Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 furnished hereto 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 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, NewCo has filed the
Registration Statement with the
Participants in the Solicitation
dMY II and its directors and executive officers may be deemed participants in
the solicitation of proxies from dMY II's stockholders with respect to the
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in dMY II is contained in the
Registration Statement and is available free of charge at the
GSG's directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of dMY II in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the Registration Statement.
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Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, dMY II's, GSG's and NewCo's expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. For example, projections of the timing of the closing of the Business Combination, future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which 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 dMY II and its management, NewCo and GSG and
their management, as the case may be, are inherently uncertain. 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 the Business
Combination Agreement or any subsequent definitive agreements with respect to
the Business Combination; (2) the outcome of any legal proceedings or regulatory
matters or investigations that may be instituted against dMY II, GSG, the
combined company or others; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of dMY II,
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 required or appropriate as a result of applicable laws
or regulations; (5) the ability to meet stock exchange listing standards
following the consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of dMY II or GSG's as
a result of the announcement and consummation of the Business Combination;
(7) 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; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations; (10) the possibility that dMY II, GSG or the
combined company may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of COVID-19 on GSG's business and/or the
ability of the parties to complete the Business Combination; (12) GSG's
estimates of expenses and profitability and underlying assumptions with respect
to stockholder redemptions and purchase price and other adjustments; and
(13) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in dMY II's
final prospectus relating to its initial public offering dated
Nothing in this Current Report on Form 8-K 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 hereof. None of dMY II, GSG's or NewCo undertake any duty to update these forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 15, 2021 .
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