Item 8.01 Other Events
As previously disclosed, on
Attached as Exhibit 99.1 and incorporated by reference herein is the investor
presentation dated
Forward-Looking Statements
Certain statements in this Current Report may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the future
financial or operating performance of the Company and
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, and Polestar 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: (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive agreements
with respect to proposed Business Combination; (b) the outcome of any legal
proceedings that may be instituted against the Company, the combined company or
others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the Business
Combination due to the failure to obtain approval of the stockholders of the
Company, to obtain financing to complete the Business Combination or to satisfy
other conditions to Closing; (d) 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; (e) the ability to meet stock exchange
listing standards following the consummation of the Business Combination;
(f) the risk that the Business Combination disrupts current plans and operations
of Polestar as a result of the announcement and consummation of the Business
Combination; (g) 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,
maintain relationships with customers and suppliers and retain its management
and key employees; (h) costs related to the Business Combination; (i) risks
associated with changes in applicable laws or regulations and Polestar's
international operations; (j) the possibility that Polestar or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (k) Polestar's estimates of expenses and profitability;
(l) Polestar's ability to maintain agreements or partnerships with its strategic
partners Volvo Cars and
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new products; (r) risks related to future market adoption of Polestar's
offerings; (s) increases in costs, disruption of supply or shortage of
materials, in particular for lithium-ion cells or semiconductors; (t) Polestar's
reliance on its partners to manufacture vehicles at a high volume, some of which
have limited experience in producing electric vehicles, and on the allocation of
sufficient production capacity to Polestar by its partners in order for Polestar
to be able to increase its vehicle production capacities; (u) risks related to
Polestar's distribution model; (v) the effects of competition and the high
barriers to entry in the automotive industry, and the pace and depth of electric
vehicle adoption generally on Polestar's future business; (w) changes in
regulatory requirements, governmental incentives and fuel and energy prices;
(x) the impact of the global COVID-19 pandemic on the Company, Polestar,
Polestar's post business combination's projected results of operations,
financial performance or other financial metrics, or on any of the foregoing
risks; and (y) other risks and uncertainties set forth in the section entitled
"Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the
Company's final prospectus relating to its initial public offering
(File No. 333-253338) declared effective by the
Additional Information
In connection with the proposed Business Combination, (a) ListCo has filed with
the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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 proposed Business Combination. A list of the names of
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those directors and executive officers and a description of their interests in
the Company is set forth in the Company's filings with the
Polestar and ListCo, and certain of their 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 proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the Registration/Proxy Statement and will be included in the Definitive Proxy Statement.
No Offer and Non-Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Polestar or ListCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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