Item 8.01 Other Events
As previously disclosed, on
On
In connection with the Extension and prior to
The Company issued the release distributed herewith on
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of Arisz and the BitFuFu to successfully integrate the businesses; (iii)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of the BitFuFu or Arisz; (v) risks related
to disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of Arisz's
securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of BitFuFu to retain customers and
retain and hire key personnel and maintain relationships with their suppliers
and customers and on their operating results and businesses generally; (viii)
the risk that the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; and
(ix) risks associated with the financing of the proposed transaction. A further
list and description of risks and uncertainties can be found in the Prospectus
dated
1
Additional Information and Where to Find It
In connection with the transaction described herein, Arisz and and/or its
subsidiary will file relevant materials with the
Participants in Solicitation
Arisz, BitFuFu and certain shareholders of Arisz, 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 Arisz common
stock in respect of the proposed transaction. Information about Arisz's
directors and executive officers and their ownership of Arisz common stock is
set forth in the Prospectus dated
No Offer or 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 transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Arisz or BitFuFu, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 2
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