Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The proceeds of the Note will be used for the Company to pay various expenses of the Company and for general corporate purposes.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Additional Information
In connection with the proposed Merger and related transactions, the Company
will file a proxy statement, filed as part of the registration statement on Form
F-4 filed by HUB with the
Participants in the Solicitation
The Company, HUB, and their respective directors and executive officers may be
considered participants in the solicitation of proxies from the Company's
stockholders with respect to the Transaction Proposals under the rules of the
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of the Company or HUB, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale, or exchange 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 Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K and the attachments hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the proposed transaction, the anticipated benefits of the proposed transaction, and the financial condition, results of operations, earnings outlook and prospects of the Company and/or HUB, and may include statements for the period following the consummation of the proposed transaction. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "future," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "seem," "should," "will," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the
management of the Company and HUB, as applicable, and are inherently subject to
uncertainties and changes in circumstances and their potential effects and speak
only as of the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those discussed and identified in
public filings made with the
· expectations regarding HUB's strategies and future financial performance,
including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and HUB's ability to invest in growth initiatives and pursue acquisition opportunities;
· the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the transaction contemplated therein;
· the outcome of any legal proceedings that may be instituted against the
Company, HUB, theSurviving Company or others following announcement of the Business Combination Agreement and the transaction contemplated therein;
· the inability to complete the proposed transactions due to, among other things,
the failure to obtain approval of the stockholders of the Company or HUB, to obtain certain governmental and regulatory approvals or to satisfy other conditions to closing, including delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed transaction;
· the inability to obtain the financing necessary to consummate the proposed
transaction;
· changes to the proposed structure of the proposed transactions 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 transaction;
· the ability to meet stock exchange listing standards following the consummation
of the proposed transaction;
· the risk that the announcement and consummation of the proposed transaction
disrupts HUB's current operations and future plans;
· the lack of a third party valuation in determining whether or not to pursue the
proposed transaction;
· the ability to recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the ability of HUB to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
· costs related to the proposed transaction;
· the amount of any redemptions by existing holders of the Company's common stock
being greater than expected;
· limited liquidity and trading of the Company's and HUB's securities;
· geopolitical risk, including military action and related sanctions, and changes
in applicable laws or regulations;
· the possibility that the Company or HUB may be adversely affected by other
economic, business, and/or competitive factors;
· inaccuracies for any reason in the estimates of expenses and profitability and
projected financial information for HUB; and
· other risks and uncertainties set forth in the section entitled "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements" in the Company's final prospectus relating to its initial public offering datedOctober 4, 2021 .
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company and HUB prove incorrect, actual results may vary in material respects from those expressed or implied in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the proposed business combination or other matters addressed in this Current Report on Form 8-K and attributable to the Company, HUB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company and HUB undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Promissory Note between the registrant andDC Rainier SPV LLC . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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