Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between
The information in this Item 7.01 and Exhibit 99.1 attached hereto 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 CLA under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information About the Business Combination and Where to Find It
CLA has filed a definitive proxy statement/prospectus with the
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Participants in the Solicitation
CLA and its directors and executive officers may be deemed participants in the
solicitation of proxies from CLA's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in CLA is contained in CLA's definitive proxy
statement/prospectus, which was filed with the
Ouster and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CLA in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the definitive proxy statement/prospectus for the Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws, including statements
regarding the products and services offered by Ouster and the markets in which
it operates. These forward-looking statements generally are identified by the
words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: (i) the risk that the Business
Combination may not be completed in a timely manner or at all, (ii) the risk
that the Business Combination may not be completed by CLA's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by CLA, (iii) the failure to satisfy the
conditions to the consummation of the Business Combination, including the
adoption of the Merger Agreement by the shareholders of CLA and Ouster, the
satisfaction of the minimum trust account amount following redemptions by CLA's
public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third-party valuation in determining whether or
not to pursue the Business Combination, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger
Agreement, (vi) the effect of the announcement or pendency of the Business
Combination on Ouster's business relationships, performance and business
generally, (vii) the ability to implement business plans, forecasts and other
expectations after the completion of the Business Combination and (viii) the
risk of downturns in the highly competitive lidar technology and related
industries. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of CLA's definitive proxy
statement/prospectus discussed above and other documents filed by CLA from time
to time with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, dated as ofMarch 4, 2021
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