Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between
The information in this Item 7.01 and Exhibit 99.1 attached 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CLA under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings.
Item 8.01 Other Events.
On
Important Information About the Business Combination and Where to Find It
CLA has filed a definitive proxy statement/prospectus with the
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Participants in the Solicitation
CLA and its directors and executive officers may be deemed participants in the
solicitation of proxies from CLA's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in CLA is contained in CLA's definitive proxy
statement/prospectus, which was filed with the
Ouster and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CLA 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.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws, including statements
regarding the composition of CLA's board of directors. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the Business Combination may not be completed
in a timely manner or at all, (ii) the risk that the Business Combination may
not be completed by CLA's business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by
CLA, (iii) the failure to satisfy the conditions to the consummation of the
Business Combination, including the adoption of the Merger Agreement by the
shareholders of CLA and Ouster, the satisfaction of the minimum trust account
amount following redemptions by CLA's public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third-party
valuation in determining whether or not to pursue the Business Combination,
(v) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (vi) the effect of the
announcement or pendency of the Business Combination on Ouster's business
relationships, performance and business generally, (vii) the ability to
implement business plans, forecasts and other expectations after the completion
of the Business Combination and (viii) the risk of downturns in the highly
competitive lidar technology and related industries. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk Factors" section of
CLA's definitive proxy statement/prospectus discussed above and other documents
filed by CLA from time to time with 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 of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, dated as ofMarch 3, 2021
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