Item 8.01 Other Events
As previously disclosed, on
Following the entry into the Business Combination Agreement, JAWS Spitfire
received four letters (collectively, the "Shareholder Letters") from purported
shareholders of JAWS Spitfire claiming certain allegedly material omissions in
its preliminary proxy statement/prospectus first filed on
While JAWS Spitfire believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the plaintiff's disclosure claims in the Shareholder Letters, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, JAWS Spitfire has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, JAWS Spitfire specifically denies all allegations in the Shareholder Letters that any additional disclosure was or is required. JAWS Spitfire believes the Shareholder Letters are without merit.
Supplemental Disclosures to Proxy Statement
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
The following disclosure should be added to the end of the second paragraph on page 101 of the Proxy Statement under the heading "Background to the Business Combination":
None of the confidentiality agreements JAWS Spitfire entered into contained standstill provisions or "don't-ask-don't-waive" provisions.
The following supplemental disclosure information should be read in conjunction with the Proxy Statement, which should be read in its entirety:
In the two years prior to the date of the Business Combination Agreement, Credit
Suisse and its affiliates have not provided investment banking services to
The following disclosure should be added as new paragraphs after the first full paragraph on page 104 of the Proxy Statement under the heading "Background to the Business Combination":
On
On
During
As previously announced, the extraordinary general meeting of JAWS Spitfire
shareholders (the "General Meeting") will be held on
The General Meeting will be accessible via a live audio webcast at
https://www.cstproxy.com/jawsspitfire/2021 or by dialing 1 888-965-8995 (toll
free-
All information about the General Meeting, including the definitive proxy statement/prospectus, is available at https://www.cstproxy.com/jawsspitfire/2021.
Additional Information
In connection with the Business Combination, JAWS Spitfire has filed, and the
Participants in the Solicitation
JAWS Spitfire, the Company and their respective directors, executive officers,
other members of management, and employees, under
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of JAWS Spitfire 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 is included in the definitive proxy statement/prospectus for the Business Combination.
Disclaimer
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell, nor a solicitation of an offer to buy the securities of JAWS Spitfire or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward Looking Statements
Certain statements made in this Current Report are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The 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. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between JAWS Spitfire and the Company, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts.
These statements are based on the current expectations of JAWS Spitfire'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 will differ
from assumptions. Many actual events and circumstances are beyond the control of
JAWS Spitfire and the Company. These statements are subject to a number of risks
and uncertainties regarding JAWS Spitfire's businesses and the Business
Combination, and actual results may differ materially. These risks and
uncertainties include, but are not limited to, general economic, political and
business conditions; the inability of the parties to consummate the Business
Combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement; the
outcome of any legal proceedings that may be instituted against the parties
following the announcement of the Business Combination; the receipt of an
unsolicited offer from another party for an alternative business transaction
that could interfere with the Business Combination; the risk that the approval
of the shareholders of JAWS Spitfire or the Company for the potential
transaction is not obtained; failure to realize the anticipated benefits of the
Business Combination, including as a result of a delay in consummating the
potential transaction or difficulty in integrating the businesses of JAWS
Spitfire and the Company; the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; the ability of the combined company to grow and manage
growth profitably and retain its key employees; the amount of redemption
requests made by JAWS Spitfire's shareholders; the inability to obtain or
maintain the listing of the post-acquisition company's securities on NYSE
following the Business Combination; costs related to the Business Combination;
and those factors discussed in JAWS Spitfire's definitive proxy
statement/prospectus relating to the Business Combination, including those under
"Risk Factors", and other filings with the
Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein, including the contemplated results of such-forward looking statements, will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedSeptember 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRLdocument)
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