Item 7.01 Regulation FD Disclosure.
On
The foregoing (including Exhibits 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.
Additional Information
In connection with the proposed business combination between
Participants in the Solicitation
ARYA, Nautilus and their respective directors, executive officers, other members
of management, and employees, under
--------------------------------------------------------------------------------
Forward Looking Statements
Certain statements made herein 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 ARYA and Nautilus, 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 ARYA'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 Arya and Nautilus. These statements
are subject to a number of risks and uncertainties regarding ARYA'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 ARYA or Nautilus
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 ARYA and Nautilus; 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 ARYA's shareholders; the inability to obtain or maintain the
listing of the post-acquisition company's securities on Nasdaq following the
Business Combination; costs related to the Business Combination; and those
factors discussed in ARYA's Registration Statement or final prospectus relating
to its initial public offering, dated
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer 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 Press Release, datedApril 6, 2021 .
--------------------------------------------------------------------------------
© Edgar Online, source