Item 7.01 Regulation FD Disclosure
As previously announced by
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the previously announced Business Combination.
Such exhibit and the information set forth therein 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 (the "Securities Act"), or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 99.1 Investor Presentation. Legend Information Forward-Looking Statements
Certain statements made in this Current Report are "forward-looking statements" with respect to the transaction between the Company, Juuce and EO and including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Juuce and the markets in which it operates, and EO's projected future results. These forward-looking statements generally are identified by the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "targets", "may," "will," "should," "would," "will be," "will continue," "will likely result," "future," "propose," "strategy," "opportunity" and variations of these words or similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify forward-looking statements. 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, guarantees, assurances, predictions or definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside EO's, Juuce's or the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by the Company's public stockholders, the waiver or expiration of a Juuce shareholder's right to acquire Juuce under the Shareholder's Deed and the receipt of certain governmental and regulatory approvals),
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which may adversely affect the price of the Company's securities; the inability
of the business combination to be completed by the Company's business
combination deadline and the potential failure to obtain an extension of the
business combination deadline if sought by the Company; the occurrence of any
event, change or other circumstance that could give rise to the termination of
the transaction; the inability to recognize the anticipated benefits of the
proposed business combination; the inability to obtain or maintain the listing
of EO's shares on a national exchange following the proposed business
combination; costs related to the proposed business combination; the risk that
the proposed business combination disrupts current plans and operations,
business relationships or business generally as a result of the announcement and
consummation of the proposed business combination; EO's ability to manage
growth; EO's ability to execute its business plan and meet its projections;
potential disruption in EO's employee retention as a result of the transaction;
potential litigation, governmental or regulatory proceedings, investigations or
inquiries involving EO, Juuce or the Company, including in relation to the
transaction; changes in applicable laws or regulations and general economic and
market conditions impacting demand for Juuce's or EO's products and services;
and other risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the proposed business combination, including
those under "Risk Factors" therein, and in the Company's other filings with the
Additional Information about the Business Combination and Where to Find It
This communication is being made in respect to the Business Combination
involving the Company and EO, which will be the going-forward public company. A
full description of the Business Combination is provided in the registration
statement on Form S-4 (File No. 333-259901) (the "Registration Statement") filed
with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Company's filings with the
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act or an exemption therefrom.
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