Item 7.01 Regulation FD Disclosure.
Business Combination Agreement
On
Upon the consummation of the transactions contemplated by the BCA, Merger Sub
will merge with and into Conduit, with Conduit surviving as a wholly owned
subsidiary of the Company (the "Business Combination"). The Company is expected
to be renamed
Pursuant to the BCA, at the closing, the Company shall issue and deliver to the
shareholders of Conduit an aggregate number of shares of the Company's common
stock with an aggregate value equal to
There can be no assurance that the Business Combination or PIPE Financing will
occur as planned or at all. The Company intends to file a Current Report on Form
8-K with a detailed description of the BCA and PIPE Financing, together with
copies of the BCA and PIPE Financing transaction documents within four business
days of entry into the BCA with the
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K (this "Form 8-K"). Also on
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto will 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 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Proposed Business Combination and Where to Find It
This Form 8-K relates to a proposed business combination transaction among the
parties set forth above referred to above and herein as the Business
Combination. A full description of the terms of the Business Combination will be
provided in a registration statement on Form S-4 that the Company intends to
file with the
Participants in Solicitation
The Company, Conduit and their respective directors and executive officers may
be deemed participants in the solicitation of proxies of the Company's
stockholders in respect of the proposed Business Combination. The Company's
stockholders and other interested persons may obtain more detailed information
about the names and interests of these directors and officers of the Company
(and as applicable, Conduit) in the Business Combination as set forth in the
Company's final prospectus relating to its initial public offering, dated
This communication does not contain all the information that should be
considered concerning the Business Combination and is not intended to form the
basis of any investment decision or any other decision in respect of the
Business Combination. Before making any voting or investment decision, investors
and security holders are urged to read the Form S-4 and accompanying proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the
No Offer or Solicitation
This Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will 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 will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
This Form 8-K, exhibits hereto and information incorporated by reference herein,
contains certain forward-looking statements within the meaning of the federal
securities laws with respect to the Business Combination. All statements other
than statements of historical facts contained in this Form 8-K, including
statements regarding the Company's or Conduit's future results of operations and
financial position, the amount of cash expected to be available to Conduit after
the closing and giving effect to any redemptions by the Company's stockholders,
Conduit's business strategy, prospective product candidates, product approvals,
research and development costs, timing and likelihood of success, plans and
objectives of management for future operations, future results of current and
anticipated product candidates, and expected use of proceeds, are
forward-looking statements. These forward-looking statements generally are
identified by words such as "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. These forward-looking statements are subject to a number of
risks, uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the occurrence of any
event, change or other circumstances that could give rise to the termination of
the BCA; the risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of the Company's securities; the
inability to complete the Business Combination and transactions contemplated
thereby (the "Transactions"), including due to failure to obtain approval of the
stockholders of the Company or other conditions to closing in the BCA; the
inability to obtain or maintain the listing of the Company's securities on
Nasdaq following the Transactions; the risk that the Transactions disrupt
current plans and operations of Conduit as a result of the announcement and
consummation of the Transactions; the ability to recognize the anticipated
benefits of the Transactions, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
economically and hire and retain key employees; the risks that Conduit's product
candidates in development fail clinical trials or are not approved by the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedNovember 8, 2022 99.2 Presentation 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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