Item 8.01. Other Events.
On July 22, 2021, Roivant Sciences Ltd. ("Roivant") filed with the Securities
and Exchange Commission ("SEC") Amendment No. 2 (File No. 333-256165) to a
registration statement on Form S-4 (the "Registration Statement") filed with the
SEC on May 14, 2021 that includes a proxy statement/prospectus relating to the
proposed business combination (the "Business Combination") between Montes
Archimedes Acquisition Corp. ("MAAC") and Roivant.
Additional Information
In connection with the Business Combination, Roivant has filed Amendment No. 2
to the Registration Statement with the SEC that includes a prospectus with
respect to Roivant's securities to be issued in connection with the Business
Combination and a proxy statement with respect to the stockholder meeting of
MAAC to vote on the Business Combination. Stockholders of MAAC and other
interested persons are encouraged to read the preliminary proxy
statement/prospectus, as well as the annexes thereto and the other documents to
be filed with the SEC because these documents contain important information
about MAAC, Roivant and the Business Combination. After the Registration
Statement is declared effective, the definitive proxy statement/prospectus will
be mailed to stockholders of MAAC as of a record date to be established for
voting on the Business Combination. Stockholders of MAAC may also obtain a copy
of the Registration Statement, including the proxy statement/prospectus, and
other documents filed or to be filed with the SEC without charge, by directing a
request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130,
Menlo Park, California 94025. The proxy statement/prospectus to be included in
the Registration Statement, once available, can also be obtained, without
charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
MAAC, Roivant, their affiliates, and their respective directors and executive
officers may be considered participants in the solicitation of proxies with
respect to the Business Combination described in this communication under the
rules of the SEC. Information about the directors and executive officers of MAAC
and their ownership is set forth in MAAC's filings with the SEC, including its
Form 10-K for the year ended December 31, 2020 (as amended on May 14, 2021) and
subsequent filings, including on Form 10-Q and Form 4, all of which are or will
be available free of charge at the SEC's website at www.sec.gov or by directing
a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite
130, Menlo Park, California 94025. Additional information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the MAAC stockholders in connection with the Business Combination is set
forth in the Registration Statement containing the preliminary proxy
statement/prospectus filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on beliefs and
assumptions and on information currently available. In some cases, you can
identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including strategies or plans as they relate to the Business
Combination, are also forward-looking statements. These statements involve
risks, uncertainties and other factors that may cause actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements. Although
each of MAAC and Roivant believes that it has a reasonable basis for each
forward-looking statement contained in this communication, each of MAAC and
Roivant caution you that these statements are based on a combination of facts
and factors currently known and projections of the future, which are inherently
uncertain. In addition, risks and uncertainties are described in the
Registration Statement relating to the Business Combination filed by Roivant
with the SEC and other documents filed by MAAC or Roivant from time to time with
the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking
statements in this communication include, but are not limited to, statements
regarding the Business Combination, including the timing and structure of the
transaction, the proceeds of the transaction and the benefits of the
transaction. Neither MAAC nor Roivant can assure you that the forward-looking
statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and uncertainties,
including, among others, the ability to complete the Business Combination due to
the failure to obtain approval from MAAC's stockholders or satisfy other closing
conditions in the definitive agreement relating to the Business Combination (the
"Business Combination Agreement"), the occurrence of any event that could give
rise to the termination of the Business Combination Agreement, the ability to
recognize the anticipated benefits of the Business Combination, the amount of
redemption requests made by MAAC's public stockholders, costs related to the
transaction, the impact of the global COVID-19 pandemic, the risk that the
transaction disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination, the outcome of any
potential litigation, government or regulatory proceedings and other risks and
uncertainties, including those included under the heading "Risk Factors" in the
Registration Statement filed by Roivant with the SEC and those included under
the heading "Risk Factors" in MAAC's annual report on Form 10-K for year ended
December 31, 2020 (as amended on May 14, 2021) and in its subsequent quarterly
reports on Form 10-Q and other filings with the SEC. In light of the significant
uncertainties in these forward-looking statements, you should not regard these
statements as a representation or warranty by MAAC, Roivant, their respective
directors, officers or employees or any other person that MAAC and Roivant will
achieve their objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the views of MAAC and
Roivant, as applicable, as of the date of this communication. Subsequent events
and developments may cause that view to change. However, while MAAC and Roivant
may elect to update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the extent required by
applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of MAAC or Roivant as of any date
subsequent to the date of this communication.
Disclaimer
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Business
Combination and does not constitute an offer to sell or a solicitation of an
offer to buy any securities of MAAC or Roivant, 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.
2
© Edgar Online, source Glimpses