Item 7.01 Regulation FD Disclosure
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is an investor presentation (the "Investor
Presentation") related to the transactions contemplated by the BCA (the
"Business Combination"), which contains updates to the previously filed investor
presentation on PCAC's Form 8-K, dated
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (as amended, the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This communication including the description of the transactions, agreements, and other information contained herein (collectively, this "communication") includes "forward-looking statements" within the meaning of the federal securities laws with respect to the Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this communication, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of the FFG, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the FFG and PCAC, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the Business Combination; changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations; the inability of the parties to successfully or
timely consummate the Business Combination and the other transactions in
connection therewith, including as a result of the COVID-19 pandemic or the risk
that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the Business Combination or that the approval of the
shareholders of PCAC or the FFG is not obtained; the risk that the business
combination disrupts current plans and operations of PCAC or the FFG as a result
of the announcement and consummation of the Business Combination; the ability of
the FFG to grow and manage growth profitably and retain its key employees
including its chief executive officer and executive team; the inability to
obtain or maintain the listing of the post-acquisition company's securities on
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Forward-looking statements speak only as of the date they are made. PCAC and FFG
anticipate that subsequent events and developments may cause their assessments
to change. However, while
Financial Information; Use of Non-IFRS Financial Metrics and Other Key Financial Metrics
Certain financial information and data contained in this communication is unaudited.
Accordingly, such information and data may not be included, may be adjusted or
may be presented differently in any proxy statement, prospectus or registration
statement or other report or document to be filed or furnished by PCAC or
However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents. For example, other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore FFG's non-IFRS measures may not be directly comparable to similarly titled measures of other companies. FFG does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses, income and tax liabilities that are required by IFRS to be recorded in FFG's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgements by FFG about which expense and income are excluded or included in determining these non-IFRS financial measures. In order to compensate for these limitations, FFG presents non-IFRS financial measures in connection with IFRS results.
Important Additional Information
This communication relates to a proposed Business Combination between FFG and PCAC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to shareholders of PCAC for their consideration.
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After the Registration Statement has been filed and declared effective, PCAC
will mail a definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the proposed
Business Combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus or any other
document that PCAC will send to its shareholders in connection with the Business
Combination. PCAC's shareholders and other interested persons are advised to
read, once available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with PCAC's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain important
information about PCAC,
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
PCAC,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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