STOE ACQU Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. The submission of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, the Company intends to file 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 shareholders 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 (as amended to date), which was
initially filed with the
DigiAsia and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders 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 will be contained in the Registration Statement when available.
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 DigiAsia'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," "believe," "predict,"
"potential," "continue," and similar expressions may identify such
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements include,
without limitation, the Company's and DigiAsia'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 actual results to differ materially from expected results, including
factors that are outside of the Company's and DigiAsia's control and that 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 DigiAsia 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 the approval of the shareholders 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 that could otherwise cause the transactions
contemplated therein to fail to close; (4) the inability to obtain or maintain
the listing of the combined company's shares on the
The Company cautions that the foregoing list of factors is not exhaustive. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward-looking statements or projections will be achieved. There may be additional risks that the Company and DigiAsia presently do not know of or that the Company and DigiAsia currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither the Company nor DigiAsia undertakes any duty to update these forward-looking statements, except as otherwise required by law.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto 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 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 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, datedJanuary 5, 2023 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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