Item 8.01. Other Events
On
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company publicly filed
with the
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
Company's registration statement on Form S-1, which was initially filed with the
Astra 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 Astra'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 Astra'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 Astra's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the
Company and Astra following the announcement of the Business Combination
Agreement and the transactions contemplated therein; (2) the inability to
complete the Business Combination, including due to failure to obtain approval
of the stockholders of the Company, approvals or other determinations from
certain regulatory authorities, or other conditions to closing in the Business
Combination Agreement; (3) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination
Agreement or could otherwise cause the transactions contemplated therein to fail
to close; (4) the inability to obtain or maintain the listing of New Astra's
Class A common stock on Nasdaq following the Business Combination; (5) the risk
that the Business Combination disrupts current plans and operations as a result
of the announcement and consummation of the Business Combination; (6) the
ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably and retain its key
employees; (7) costs related to the Business Combination; (8) changes in
applicable laws or regulations; (9) the possibility that Astra or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (10) New Astra's ability to raise financing in the future
and to comply with restrictive covenants related to long-term indebtedness; (11)
the impact of COVID-19 on Astra's business and/or the ability of the parties to
complete the Business Combination; and (12) other risks and uncertainties
indicated from time to time in the proxy statement/prospectus relating to the
Business Combination, including those under "Risk Factors" in the Registration
Statement, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release, datedJune 7, 2021 . 2
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