SOCIAL LEVERAGE ACQUISITION CORP I Item 7.01 Regulation FD Disclosure.
As previously disclosed,
Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated investor presentation that will be used to discuss the Business Combination with certain of W3BCLOUD's stockholders and other persons interested in purchasing the Company's securities in connection with the Business Combination.
The Company has filed with the
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be 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 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 any successor statute, and the rules and regulations promulgated thereunder (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 Business Combination, the Company has filed with the
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the Business Combination. Copies of the preliminary proxy statement and
definitive proxy statement and all other relevant materials for the Business
Combination filed or that will be filed with the
Participants in the Solicitation
SLAC, W3BCLOUD and certain of their respective directors, executive officers and
certain employees and other persons may be deemed to be participants in the
solicitation of proxies from SLAC's stockholders in connection with the proposed
transaction. Security holders may obtain information regarding the names,
affiliations and interests of SLAC's directors and executive officers in SLAC's
Annual Report on Form 10-K for the fiscal year ended
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics (including Revenue, EBITDA, EBITDA Margin and Capex), projections of industry supply and demand, pricing and market opportunity, the satisfaction of closing conditions to the Business Combination and any related transactions, the level of redemptions by the Company's public stockholders and the timing of the completion of the Business Combination, including the anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of the Company's and W3BCLOUD's 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 may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and W3BCLOUD.
These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of the Company are not obtained; (iii) the ability to maintain the listing of the combined Company's securities on the stock exchange; (iv) the risk that the Business Combination disrupts current plans and operations of the Company or W3BCLOUD as a result of the announcement and consummation of the transaction described herein; (v) the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; (vi) the failure to realize the anticipated benefits of the Business Combination; (vii) risks
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relating to the uncertainty of the projected financial information with respect
to W3BCLOUD and costs related to the Business Combination; (viii) risks related
to the rollout of W3BCLOUD's business strategy and the timing of expected
business milestones; (ix) the effects of competition on W3BCLOUD's future
business and 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; (x) risks related to domestic and international
political and macroeconomic uncertainty; (xi) the outcome of any legal
proceedings that may be instituted against the Company, W3BCLOUD or any of their
respective directors or officers, following the announcement of the Business
Combination; (xii) the amount of redemption requests made by the Company's
public stockholders; (xiii) the ability of the Company or the combined company
to obtain financing, if any, in connection with the Business Combination;
(xiv) the impact of the global COVID-19 pandemic and governmental responses on
any of the foregoing risks; (xv) risks related to digital assets technology,
industry and regulations; (xvi) changes in laws and regulations; and
(xvii) those factors discussed in the Company's Annual Report on Form 10-K for
the year ended
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Investor Presentation, datedSeptember 26, 2022 , incorporated by reference herein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties' websites. The information on our website and other parties' websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
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