PROY SOLU Item 7.01 Regulation FD Disclosure.
On
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information and Where to Find It
This Report relates to a proposed transaction between PSAC and FF. PSAC has
filed with the
Participants in the Solicitation
PSAC and FF and their respective directors and executive officers, under
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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Forward Looking Statements
This Report includes "forward looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. When used in this Report, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose" and variations
of these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of 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 PSAC's or
FF's management'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 transactions contemplated by the proposed business
combination; the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, the amount
of cash available following any redemptions by PSAC stockholders; the ability to
meet the Nasdaq's listing standards following the consummation of the
transactions contemplated by the proposed business combination; costs related to
the proposed business combination; FF's ability to execute on its plans to
develop and market its vehicles and the timing of these development programs;
FF's estimates of the size of the markets for its vehicles; the rate and degree
of market acceptance of FF's vehicles; the success of other competing
manufacturers; the performance and security of FF's vehicles; potential
litigation involving PSAC or FF; the result of future financing efforts and
general economic and market conditions impacting demand for FF's products. Other
factors include the possibility that the proposed transaction does not close,
including due to the failure to receive required security holder approvals, or
the failure of other closing conditions. 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 the
registration statement on Form S-4 and proxy statement/consent solicitation
statement/prospectus discussed above and other documents filed by PSAC from time
to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 99.1 Press Release datedJune 21, 2021 . 2
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