Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
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The Merger Agreement provides for, among other things, the following transactions at the closing: Merger Sub I will merge with and into BuzzFeed, with BuzzFeed as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of 890 (the "Merger"). Immediately following the Merger, BuzzFeed will merge with and into Merger Sub II (the "Second Merger," together with the Merger, the "Two-Step Merger") with Merger Sub II being the surviving company of the Second Merger. The Two-Step Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the "Business Combination."
The Business Combination is anticipated to close in the fourth quarter of 2021, following the receipt of the required approval by 890's and BuzzFeed's stockholders and the fulfillment of other customary closing conditions.
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Additional Information
In connection with the Business Combination, 890 has filed with the
Participants in the Solicitation
890, BuzzFeed and their respective directors, executive officers, other members
of management and employees, under
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Disclaimer; Non-Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 890's or BuzzFeed's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of BuzzFeed are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such 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. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by 890 and its management, and BuzzFeed and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations 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 Merger Agreement; (2) the outcome
of any legal proceedings that may be instituted against 890, BuzzFeed, the
combined company or others following the announcement of the Business
Combination; (3) the inability to complete the Business Combination due to the
failure to obtain approval of the stockholders of 890 or to satisfy other
conditions to closing; (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 stock exchange listing standards
at or following the consummation of the Business Combination; (6) the risk that
the Business Combination disrupts current plans and operations of BuzzFeed as a
result of the announcement and consummation of the Business Combination; (7) the
ability 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; continued market acceptance of,
and traffic engagement with, BuzzFeed's content; expectations, beliefs and
objectives for future operations; BuzzFeed's ability to further attract, retain,
and increase its traffic; BuzzFeed's ability to expand existing business lines,
develop new revenue opportunities, and bring them to market in a timely manner;
BuzzFeed's expectations concerning relationships with strategic partners and
other third parties; BuzzFeed's ability to maintain, protect and enhance its
intellectual property; future acquisitions or investments in complementary
companies, content or technologies; BuzzFeed's ability to attract and retain
qualified employees; the proceeds of the Business Combination and BuzzFeed's
expected cash runway; demand for products and services; technological
developments and other potential effects of the Business Combination on
BuzzFeed; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations, including revised foreign content and ownership
regulations; (10) changes in national and local economic and other conditions
and developments in technology, each of which could influence the levels (rate
and volume) of BuzzFeed's subscriptions and advertising, the growth of its
businesses and the implementation of its strategic initiatives; government
regulation; (11) poor quality broadband infrastructure in certain markets; (12)
the possibility that BuzzFeed or the combined company may be adversely affected
by other economic, business and/or competitive factors; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in 890's Registration Statement on
Form S-1 (File No. 333-251650), as amended by the section entitled "Risk
Factors" in 890's Quarterly Reports on Form 10-Q for the quarterly periods ended
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Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 890 nor BuzzFeed undertakes any duty to update these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofOctober 28, 2021 , by and among890 5th Avenue Partners, Inc. ,Bolt Merger Sub I, Inc. ,Bolt Merger Sub II, Inc. , andBuzzFeed, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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