Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 and incorporated herein by reference is the a press
release dated
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SVAC under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
In connection with the transaction described herein,
This communication does not contain all the information that should be considered concerning the proposed transaction. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SVAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS COMBINATION THAT SVAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SVAC, DNEG AND THE BUSINESS COMBINATION.
Participants in Solicitation
SVAC, DNEG and their respective directors, executive officers and employees and
other persons may be deemed to be participants in the solicitation of proxies
from the holders of SVAC Ordinary Class A Shares in respect of the proposed
transaction. Information about SVAC's directors and executive officers and their
ownership of SVAC Ordinary Class A Shares is set forth in SVAC's Annual Report
filed on Form 10-K with the
No Offer or Solicitation
This Current Report on Form 8-K shall not 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 states or jurisdictions in which such offer, solicitation, or sale 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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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995, including certain financial forecasts and projections. All statements
other than statements of historical fact contained in this Current Report on
Form 8-K, including statements as to future results of operations and financial
position, revenue and other metrics planned products and services, business
strategy and plans, objectives of management for future operations of DNEG,
market size and growth opportunities, competitive position and technological and
market trends, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including
"may," "should," "expect," "intend," "will," "estimate," "anticipate,"
"believe," "predict," "plan," "targets," "projects," "could," "would,"
"continue," "forecast" or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by SVAC and its management, and
DNEG and its management, as the case may be, are inherently uncertain and many
factors may cause the actual results to differ materially from current
expectations which 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 definitive business combination agreement with respect to the business
combination; 2) the outcome of any legal proceedings that may be instituted
against DNEG, SVAC, the combined company or others following the announcement of
the business combination and any definitive agreements with respect thereto; 3)
the inability to complete the business combination due to the failure to obtain
approval of the stockholders of SVAC, or to satisfy other conditions to closing
the business combination; 4) changes to the proposed structure of the 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
business combination; 5) the ability to meet Nasdaq's listing standards
following the consummation of the business combination; 6) the risk that the
business combination disrupts current plans and operations of DNEG as a result
of the announcement and consummation of the business combination; 7) the
inability to recognize the anticipated benefits of the 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; 8)
costs related to the business combination; 9) changes in applicable laws or
regulations; 10) the possibility that DNEG or the combined company may be
adversely affected by other economic, business and/or competitive factors; 11)
DNEG's estimates of its financial performance; 12) the risk that the business
combination may not be completed in a timely manner or at all, which may
adversely affect the price of SVAC's securities; 13) the risk that the
transaction may not be completed by SVAC's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by SVAC; 14) the impact of the novel coronavirus disease pandemic,
including any mutations or variants thereof, and its effect on business and
financial conditions; 15) inability to complete the PIPE investment in
connection with the business combination; and 16) other risks and uncertainties
set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in SVAC's Form S-1 (File No. 333-249392), SVAC's
Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedMay 17, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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