Item 7.01 Regulation FD Disclosure.
On November 10, 2022, Lavoro Agro Limited ("Lavoro") and TPB Acquisition
Corporation I ("TPB Acquisition Corp.") hosted an investor and
analyst day webcast in connection with their previously announced proposed
business combination. On that same say, Lavoro and TPB Acquisition Corp. will
post the related presentation to the aforementioned investor and analyst day on
their respective investor websites. The related presentation is furnished as
Exhibit 99.1 and incorporated into this Item 7.01 by reference.
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 filing of TPB Acquisition Corp. under Securities Act of 1933,
as amended or the Exchange Act, regardless of any general incorporation language
in such filings. The information in this Current Report on Form 8-K under this
item 7.01 (including Exhibit 99.1) will not be deemed an admission as to the
materiality of any information that is required to be disclosed solely to
satisfy the requirements of Regulation FD.
Additional Information and Where to Find It
The proposed business combination will be submitted to shareholders of TPB
Acquisition Corp. for their consideration. Lavoro Limited has filed a
registration statement on Form F-4 (the "Registration Statement"), which
includes a preliminary proxy statement to be distributed to TPB Acquisition
Corp.'s shareholders in connection with TPB Acquisition Corp.'s solicitation for
proxies for the vote by TPB Acquisition Corp.'s shareholders in connection with
the proposed business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the offer of the
securities to be issued in connection with the completion of the proposed
business combination. TPB Acquisition Corp.'s shareholders and other interested
persons are advised to read the preliminary proxy statement / prospectus and any
amendments thereto and, once available, the definitive proxy statement /
prospectus, in connection with TPB Acquisition Corp.'s solicitation of proxies
for its special meeting of shareholders to be held to approve, among other
things, the proposed business combination, because these documents contain
important information about TPB Acquisition Corp., Lavoro and the proposed
business combination. Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other documents filed
with the SEC regarding the proposed business combination and other documents
filed with the SEC by SPAC, without charge, at the SEC's website located
at www.sec.gov or by directing a written request to: TPB Acquisition Corporation
I, 1 Letterman Drive, Suite A3-1, San Francisco, CA 94129.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
TPB Acquisition Corp., Lavoro and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from TPB Acquisition
Corp.'s shareholders in connection with the proposed transaction. A list of the
names of the directors and executive officers of TPB Acquisition Corp. and
Lavoro and information regarding their interests in the proposed business
combination is set forth in the Registration Statement. You may obtain free
copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
The information in this communication does not constitute an offer to sell or
the solicitation of an offer to buy 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 or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Certain statements made in this communication are "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 "aims," "estimate," "plan," "project,"
"forecast," "intend," "will," "expect," "anticipate," "believe," "seek,"
"target" or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements as to future results of
operations and financial position, planned products and services, business
strategy and plans, objectives of management for future operations of Lavoro,
market size and growth opportunities, competitive position, technological and
market trends and the potential benefits and expectations related to the terms
and timing of the proposed business combination with TPB Acquisition Corp. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Lavoro and TPB Acquisition Corp.
These forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to, the inability of the parties to
successfully or timely consummate the proposed business combination, including
the risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business combination or that
shareholder approval will not be obtained; the risk that the transaction may not
be completed by TPB Acquisition Corp.'s business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by TPB Acquisition Corp.; the failure to satisfy the conditions to the
consummation of the proposed transaction, including the adoption of the proposed
business combination agreement by the shareholders of TPB Acquisition Corp.; the
lack of a third party valuation in determining whether or not to pursue the
proposed transaction; the occurrence of any event, change or other circumstance
that could give rise to the termination of the proposed business combination
agreement; the effect of the announcement or pendency of the proposed
transaction on Lavoro's business relationships, operating results, and business
generally; risks that the proposed transaction disrupts current plans and
operations of Lavoro and potential difficulties in employee retention as a
result of the proposed transaction; the outcome of any legal proceedings that
may be instituted against Lavoro, TPB Acquisition Corp. or the combined company
related to the proposed business combination agreement or the proposed
transaction; the ability to maintain the listing of TPB Acquisition Corp.'s
securities on a national securities exchange; the price of TPB Acquisition
Corp.'s securities may be volatile due to a variety of factors, including
changes in the competitive and regulated industries in which TPB Acquisition
Corp. plans to operate or Lavoro operates, variations in operating performance
across competitors, changes in laws and regulations affecting TPB Acquisition
Corp.'s or Lavoro's business; Lavoro's inability to meet or exceed its financial
projections and changes in the combined capital structure; changes in general
economic conditions, including as a result of the COVID-19 pandemic; the ability
to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities; changes in domestic and foreign business, market, financial,
political and legal conditions; the occurrence of any event, change or other
circumstance that could give rise to the termination of the proposed business
combination agreement; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries and other risks and
uncertainties indicated from time to time in the final prospectus of TPB
Acquisition Corp. for its initial public offering and the proxy
statement/prospectus filed by Lavoro relating to the proposed business
combination or in the future, including those under "Risk Factors" therein, and
in TPB Acquisition Corp.'s other filings with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There
may be additional risks that neither TPB Acquisition Corp. nor Lavoro presently
know or that TPB Acquisition Corp. nor Lavoro currently believe are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements.
In addition, forward-looking statements reflect TPB Acquisition Corp.'s and
Lavoro's expectations, plans or forecasts of future events and views as of the
date of this communication. TPB Acquisition Corp. and Lavoro anticipate that
subsequent events and developments will cause TPB Acquisition Corp.'s or
Lavoro's assessments to change. However, while TPB Acquisition Corp. and the TPB
Acquisition Corp. may elect to update these forward-looking statements at some
point in the future, TPB Acquisition Corp. and Lavoro specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon
as representing TPB Acquisition Corp.'s or Lavoro's assessments as of any date
subsequent to the date of this communication. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
No Offer or Solicitation
This communication and/or other information does not constitute an offer to sell
or the solicitation of an offer to buy 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 or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. This communication and/or other information relates to a potential
financing through a private placement of common stock of a newly formed holding
company to be issued in connection with the transaction. This communication
shall not constitute a "solicitation" as defined in Section 14 of the Exchange
Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Investor and Analyst Day Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses
TPB ACQU 
