Item 7.01. Regulation FD Disclosure.
On November 15, 2021, 890 5th Avenue Partners, Inc., a Delaware corporation
("890"), issued a press release announcing, among other things, the following
(i) the effectiveness as of November 10, 2021, of its registration statement on
Form S-4 (File No. 333-258343) (as amended, the "Registration Statement") and
related proxy statement and prospectus in connection with its previously
announced business combination ("Business Combination") with BuzzFeed, Inc.
("BuzzFeed"), (ii) December 2, 2021 as the date of the special meeting of 890's
stockholders (the "Special Meeting") to be held to consider and approve the
Business Combination and related matters and (iii) the commencement of mailing
the definitive proxy statement (the "Definitive Proxy Statement") and related
materials on November 11, 2021.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference. The foregoing (including Exhibit 99.1) is being furnished
pursuant to Item 7.01 and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise be subject to the liabilities of that section, nor shall it
be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information
In connection with the Business Combination, the Registration Statement has been
declared effective by the Securities and Exchange Commission (the "SEC"), which
includes the related proxy statement and prospectus of 890 with respect to the
Special Meeting. 890's stockholders and other interested persons are advised to
read the Registration Statement and the related proxy statement/prospectus and
any documents filed in connection therewith, as these materials will contain
important information about BuzzFeed, 890 and the Business Combination. The
Definitive Proxy Statement and related materials are being mailed to 890's
stockholders who were holders of record as of October 8, 2021. Stockholders will
also be able to obtain copies of the Registration Statement on Form S-4 and the
proxy statement/prospectus, without charge, at the SEC's website at www.sec.gov.
In addition, the documents filed by 890 may be obtained free of charge from 890
at https://www.890fifthavenue.com/#investor-relations. Alternatively, these
documents, when available, can be obtained free of charge by directing a request
to: 890 5th Avenue Partners, Inc., 14 Elm Place, Suite 206, Rye, New York 10580.
Participants in the Solicitation
890, BuzzFeed and their respective directors, executive officers, other members
of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of 890's stockholders in connection with the
Business Combination. To the extent that such persons' holdings of 890's
securities have changed since the amounts disclosed in 890's Registration
Statement on Form S-1, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Investors and security
holders may obtain more detailed information regarding the names and interests
in the Business Combination of 890's directors and officers in 890's filings
with the SEC, including the Registration Statement, and such information and
names of BuzzFeed's directors and executive officers will also be in the
Registration Statement, which includes the proxy statement of 890 for the
Business Combination.
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.
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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 agreement and plan of merger,
dated June 24, 2021, by and among 890, Merger Sub, Merger Sub II and BuzzFeed,
as amended; (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 March 31, 2021, and June 30, 2021,
each as filed by 890 with the SEC, and additional risks and uncertainties set
forth in other filings with the SEC, including the Registration Statement.
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 15, 2021
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