GORS HLDG Item 8.01 Other Events.
On
Attached as Exhibit 99.1 and incorporated by reference herein is an updated
investor presentation dated
Additional Information about the Transactions and Where to Find It
In connection with the proposed transactions contemplated by the Business
Combination Agreement, (i) AMPSA is expected to file a registration statement on
Form F-4 with the
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Definitive Proxy Statement and all other relevant
documents filed or that will be filed with the
Participants in Solicitation
This Current Report is not a solicitation of a proxy from any investor or
securityholder. The Company, AGSA and AMPSA and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in connection with the
proposed Business Combination. Information about the Company's directors and
executive officers and their ownership of the Company's securities is set forth
in the Company's filings with the
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Forward Looking Statements
This Current Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination, including statements regarding the benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the services or products offered by AGSA or AMPSA and the markets in which AGSA or AMPSA operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's AGSA's or AMPSA's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or 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 Current Report, including but not limited to: (i) the risk that the
proposed Business Combination may not be completed in a timely manner or at all,
which may adversely affect the price of the Company's or AGSA's securities;
(ii) the risk that the proposed Business Combination may not 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;
(iii) the failure to satisfy the conditions to the consummation of the proposed
Business Combination, including the approval of the proposed Business
Combination by the Company's stockholders, and the satisfaction of the minimum
trust account amount following redemptions by the Company's public stockholders;
(iv) the effect of the announcement or pendency of the proposed Business
Combination on AGSA's or AMPSA's business relationships, performance, and
business generally; (v) risks that the proposed Business Combination disrupts
current plans of AGSA or AMPSA and potential difficulties in AGSA or AMPSA
employee retention as a result of the proposed Business Combination; (vi) the
outcome of any legal proceedings that may be instituted against the Company or
AGSA related to the proposed Business Combination; (vii) the ability to
maintain, prior to the closing of the proposed Business Combination, the listing
of the Company's securities on the NASDAQ, and, following the closing of the
proposed Business Combination, AMPSA's shares on the NYSE; (viii) the price of
the Company's securities prior to the closing of the proposed Business
Combination, and AMPSA's shares after the closing of the proposed business
combination, including as a result of volatility resulting from changes in the
competitive and highly regulated industries in which AMPSA plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting AMPSA's business and changes in the combined capital structure; and
(ix) AMPSA's ability to implement business plans, forecasts, and other
expectations after the closing of the proposed Business Combination, and
identify and realize additional opportunities. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that will be described in the Definitive Proxy
Statement, including those under "Risk Factors" therein, and other documents
filed by the Company, AGSA or AMPSA from time to time with the
No Offer or Solicitation
This Current Report relates to the proposed Business Combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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PRIIPs/Prospectus Regulation/IMPORTANT - EEA AND
The AMPSA shares to be issued by AMPSA in the Business Combination (the "AMP
Shares") are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor
in the EEA or in the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Updated Investor Presentation of the Company datedMarch 2, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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