Item 7.01. Regulation FD Disclosure.
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 Forum 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, including Exhibit 99.1.
Important Information About the Business Combination and the Extension and Where to Find It
Forum has filed with the
Participants in the Solicitation
Forum and its directors and executive officers may be considered participants in
the solicitation of proxies with respect to the Extension and the Business
Combination. Information about the directors and executive officers of Forum and
a description of their interests in Forum are set forth in the Extension Proxy
Statement and the preliminary proxy statement relating to the Business
Combination, and will also be contained in the definitive proxy statement, once
it is filed with the
1 Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forum and Tattooed Chef's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Forum's and Tattooed Chef'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. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside Forum's and Tattooed Chef's control and are difficult to
predict. Factors that may cause such differences 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 Merger Agreement or could otherwise cause
the Business Combination to fail to close; (2) the outcome of any legal
proceedings that may be instituted against Forum or Tattooed Chef following the
announcement of the Merger Agreement and the Business Combination; (3) the
inability to complete the Business Combination, including due to failure to
obtain approval of the stockholders of Forum or other conditions to closing in
the Merger Agreement; (4) the receipt of an unsolicited offer from another party
for an alternative business transaction that could interfere with the Business
Combination; (5) the inability to obtain the listing of the ordinary shares of
the post-acquisition company on the
No Offer or Solicitation
This Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release, datedSeptember 26, 2020 . 104 Cover Page Interactive Data File (formatted as Inline XBRL) 2
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