Item 8.01 Other Events.
As previously disclosed, on
Attached as Exhibit 99.1 and incorporated by reference herein is the investor
presentation dated
Forward-Looking Statements
Certain statements in this Current Report may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the future
financial or operating performance of the Company and
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, and Polestar and
its management, as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to: (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive agreements
with respect to proposed Business Combination; (b) the outcome of any legal
proceedings that may be instituted against the Company, the combined company or
others following the announcement of the proposed Business Combination and any
definitive agreements with respect thereto; (c) the inability to complete the
proposed Business Combination due to the failure to obtain approval of the
stockholders of the Company, to obtain financing to complete the proposed
Business Combination or to satisfy other conditions to Closing; (d) changes to
the proposed structure of the proposed Business Combination that may be required
or appropriate as a result of applicable laws or regulations or as a condition
to obtaining regulatory approval of the proposed Business Combination; (e) the
ability to meet stock exchange listing standards following the consummation of
the proposed Business Combination; (f) the risk that the proposed Business
Combination disrupts current plans and operations of Polestar as a result of the
announcement and consummation of the proposed Business Combination; (g) the
ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key
employees; (h) costs related to the proposed Business Combination; (i) risks
associated with changes in applicable laws or regulations and Polestar's
international operations; (j) the possibility that Polestar or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (k) Polestar's estimates of expenses and profitability;
(l) Polestar's ability to maintain agreements or partnerships with its strategic
partners Volvo Cars and
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revenues; (q) Polestar's ability to continuously and rapidly innovate, develop
and market new products; (r) risks related to future market adoption of
Polestar's offerings; (s) increases in costs, disruption of supply or shortage
of materials, in particular for lithium-ion cells or semiconductors;
(t) Polestar's reliance on its partners to manufacture vehicles at a high
volume, some of which have limited experience in producing electric vehicles,
and on the allocation of sufficient production capacity to Polestar by its
partners in order for Polestar to be able to increase its vehicle production
capacities; (u) risks related to Polestar's distribution model; (v) the effects
of competition and the high barriers to entry in the automotive industry, and
the pace and depth of electric vehicle adoption generally on Polestar's future
business; (w) changes in regulatory requirements, governmental incentives and
fuel and energy prices; (x) the impact of the global COVID-19 pandemic,
inflation, interest rate changes, the ongoing conflict between
Additional Information
In connection with the proposed Business Combination, (a) ListCo has filed with
the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the 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 proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the Company is set
forth in the Company's filings with the
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Polestar and ListCo, and certain of their directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the Definitive Proxy Statement.
No Offer and Non-Solicitation
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 or a solicitation of an offer to buy the securities of the Company, Polestar or ListCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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