Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 furnished 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company's wholly owned
subsidiary,
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Registration Statement and is available free of charge from the sources indicated above.
FEI and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company 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 contained in the Registration Statement.
1 Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and FEI's actual results may differ from their
expectations, estimates and projections and, consequently, you should not rely
on these forward looking statements as predictions of future events. Words such
as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue" and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's and FEI's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside the Company's and FEI's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the risk that the Business Combination or the proposed transaction (the
"DraftKings Transaction") between DraftKings Inc. ("DraftKings") and Golden
Nugget Online Gaming, Inc. ("GNOG") disrupts FEI's current plans and operations;
(2) the ability to recognize the anticipated benefits of the Business
Combination or the DraftKings Transaction, which may be affected by, among other
things, competition, the ability of FEI to grow and manage growth profitably and
retain its key employees; (3) costs related to the Business Combination or the
DraftKings Transaction; (4) changes in applicable laws or regulations; (5) the
possibility that FEI or the Company may be adversely affected by other economic,
business, and/or competitive factors; (6) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement or the definitive agreement relating to the DraftKings Transaction;
(7) the outcome of any legal proceedings that may be instituted against FEI or
the Company following the announcement of the Merger Agreement or the definitive
agreement relating to the DraftKings Transaction; (8) the inability to complete
the Business Combination, including due to failure to obtain approval of the
stockholders of the Company, obtain certain regulatory approvals, including from
certain gaming regulatory authorities, or satisfy other conditions to closing in
the Merger Agreement; (9) the inability to complete the DraftKings Transaction,
including due to failure to obtain approval of the stockholders of GNOG, obtain
certain regulatory approvals, including from certain gaming regulatory
authorities, or satisfy other conditions to closing in the definitive agreement
relating to the DraftKings Transaction; (10) the impact of COVID-19 on FEI's
business and/or the ability of the parties to complete the Business Combination;
(11) the inability to obtain or maintain the listing of the combined company's
shares of common stock on the stock exchange following the Business Combination;
(12) DraftKings' failure to complete the DraftKings Transaction with GNOG; or
(13) other risks and uncertainties indicated from time to time in the
Registration Statement relating to the Business Combination, including those
under "Risk Factors" therein, and in the Company's other filings 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, or an exemption therefrom.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedAugust 25, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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