Item 7.01. Regulation FD Disclosure.
This Current Report on Form 8-K (this "Form 8-K") is being furnished by
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 the Company 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 of the information in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Babylon has filed a
registration statement on Form F-4 (the "Registration Statement") with the
The Company's stockholders may also obtain a copy of the preliminary proxy
statement/prospectus, or definitive proxy statement/prospectus, as well as other
documents filed with the
Participants in Solicitation
The Company, Babylon, and their respective directors and officers may be deemed
participants in the solicitation of proxies of the Company stockholders in
connection with the proposed Business Combination. Company stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of the Company in the Company's
registration statement on Form S-1 (File No. 333-251832), which was declared
effective by the
Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of Babylon and the Company and their respective affiliates, from time to time may contain, a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K, 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 include, without limitation, information concerning Babylon's or the Company's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, Babylon's and the Company's expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholder, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the transaction.
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 Babylon's or the Company's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement and the proposed Business Combination contemplated thereby; (b) the
inability to complete the proposed Business Combination due to the failure to
obtain approval of the stockholders of the Company or other conditions to
closing in the Merger Agreement; (c) the ability to meet Nasdaq's listing
standards following the consummation of the proposed Business Combination; (d)
the failure of investors in the PIPE to fund their commitments upon the closing
of the proposed Business Combination; (e) the risk that the proposed Business
Combination disrupts current plans and operations of Babylon or its subsidiaries
as a result of the announcement and consummation of the transactions described
herein; (f) 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; (g) costs related to the proposed Business Combination; (h)
changes in applicable laws or regulations, including legal or regulatory
developments (such as the
Babylon and the Company caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor Babylon undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, 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. No offer 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release datedAugust 6, 2021
© Edgar Online, source