OMNICHANNEL ACQUISITION CORP. Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
In connection with the Business Combination, Omnichannel has filed a
registration statement on Form S-4 (the "Registration Statement") with the
On
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Important Information for Investors and Stockholders
This communication relates to a proposed Business Combination between
Omnichannel and Kin. In connection with the proposed Business Combination,
Omnichannel has filed with the
Investors and security holders are able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
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Forward-Looking Statements
This communication includes "forward looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "forecast," "intend," "seek," "target," "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. Such forward looking statements with respect
to revenues, earnings, performance, strategies, prospects and other aspects of
the business of Kin or the combined company after completion of the Business
Combination are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking statements. These
factors include, but are not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of the
transaction agreement and the proposed Business Combination contemplated
thereby; (2) the inability to complete the transactions contemplated by the
transaction agreement due to the failure to obtain approval of the stockholders
of Omnichannel or other conditions to closing in the transaction agreement; (3)
the ability to meet the NYSE's listing standards following the consummation of
the transactions contemplated by the transaction agreement; (4) the risk that
the proposed transaction disrupts current plans and operations of Kin as a
result of the announcement and consummation of the transactions described
herein; (5) 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; (6) costs related to the proposed Business Combination; (7)
changes in applicable laws or regulations; and (8) the possibility that Kin may
be adversely affected by other economic, business, and/or competitive factors.
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 Omnichannel's Annual Report on Form 10-K, and other
documents filed by Omnichannel from time to time with the
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
Participants in the Solicitation
Omnichannel, Kin and their respective directors and executive officers may be
deemed participants in the solicitation of proxies of Omnichannel stockholders
with respect to the proposed Business Combination. Omnichannel stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and executive officers of
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction is included
in the proxy statement / prospectus that Omnichannel filed with the
No Offer or Solicitation
This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall 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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