EG ACQU Item 7.01 Regulation FD Disclosure.
On
On
Attached as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that will be used by EG and LGM with respect to the Business Combination and the transactions contemplated by the Equity Purchase Agreement.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities 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 Securities Act of 1933, as amended, or the Exchange Act.
Additional Information
EG intends to file a preliminary proxy statement with the
Participants in the Solicitation
EG,
LGM and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from EG's stockholders 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 will be included in the proxy statement for the Business Combination when available.
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No Offer or Solicitation
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 of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. 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 transaction may not be completed in a timely manner or at
all, which may adversely affect the price of EG's securities, (ii) the risk that
the transaction may not be completed by EG's business combination deadline and
the potential failure to obtain an extension of the business combination
deadline if sought by EG, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the approval by the shareholders of
EG 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
transaction, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Equity Purchase Agreement, (vi) the
effect of the announcement or pendency of the transaction on LGM's business
relationships, operating results and business generally, (vii) risks that the
proposed transaction disrupts current plans and operations of LGM and potential
difficulties in LGM employee retention as a result of the transaction,
(viii) the outcome of any legal proceedings that may be instituted against LGM
or against EG related to the Equity Purchase Agreement or the transaction,
(ix) the ability to maintain the listing of the EG's securities a national
securities exchange, (x) the price of EG's securities may be volatile due to a
variety of factors, including changes in the competitive and highly regulated
industries in which EG plans to operate or LGM operates, variations in operating
performance across competitors, changes in laws and regulations affecting EG's
or LGM's business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities, and (xii) the risk of downturns and a changing regulatory
landscape in the highly competitive aviation industry. 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
EG's registration on Form S-1, the proxy statement that will be filed as
discussed below and other documents filed by EG from time to time with the
EG cautions that the foregoing list of factors is not exclusive. EG cautions
readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. For information identifying important factors
that could cause actual results to differ materially from those anticipated in
the forward-looking statements, please refer to the Risk Factors section of EG's
Annual Report on Form 10-K filed with the
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--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedOctober 17, 2022 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 4 -
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