Article 7.01 Regulation FD Disclosure.
As previously announced,
The information in this Section 7.01, including Exhibit 99.1, is provided and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). , or otherwise subject to responsibilities under this section, and shall not be deemed to be incorporated by reference in documents filed by SGAC under the Securities Act or the Exchange Act, regardless of the language of incorporation. general in these documents.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, SGAC has filed a preliminary proxy circular and intends to file a definitive proxy circular with the
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or approval, and there will be no sale of securities in any state or jurisdiction in which a such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that other jurisdiction.
This current report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for the purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually accompanied by words such as “believe”, “can”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “should”, “should” “,” Plan “,” predict “,” potential “,” looks “,” research “,” future “,” prospect “and similar expressions which predict or indicate future events or trends or which are not statements historical questions. Any statements, other than statements of present or historical fact included in this current report on Form 8-K, regarding the proposed business combination of SGAC with Redbox, the ability of SGAC to complete the transaction, the benefits of the transaction and future financial performance of the Combined Company, as well as the Combined Company’s strategy, future operations, estimated financial condition, estimated income and loss, projected costs, outlook, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this current report on Form 8-K, and on the current expectations of the respective management of SGAC and Redbox and are not actual performance predictions. These forward-looking statements are provided for informational purposes only and are not intended to serve as, and should not be relied upon, any guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many real events and circumstances are beyond the control of SGAC or Redbox. Potential risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, without limitation, changes in national business, market, financial, political and legal conditions. and foreign; the inability of the parties to successfully or on time complete the business combination, including the risk that regulatory approvals will not be obtained, be delayed or be subject to unforeseen conditions that could adversely affect the combined company or expected benefits of the business combination or that the approval of SGAC or Redbox shareholders is not obtained; failure to realize the expected benefits of the business combination; the risk associated with the uncertainty of the forecast financial information concerning Redbox; the amount of redemption requests made by SGAC shareholders; the overall level of consumer demand for Redbox products; general economic conditions and other factors affecting consumer confidence, preferences and behavior; the disruption and volatility of global currency, capital and credit markets; the financial strength of Redbox customers; Redbox’s ability to execute its business and growth strategy; changes in government regulations, Redbox’s exposure to legal claims and other eventualities of loss; disruptions and other impacts on Redbox’s business, due to the COVID-19 pandemic and government actions and restrictive measures implemented in response, and due to the proposed transaction; Redbox’s ability to maintain and develop customer relationships; competitive pressures from many sources, including those using other distribution channels, with more experience, a larger or more attractive inventory, better funding and better relationships with actors in the film and television industries physical and streaming; developments in the home video distribution market as new technologies and new distribution channels compete for market share and Redbox experiences a secular decline in the physical rental market; the impact of the decrease in the quantity and quality of availability of film content for physical and digital distribution due to changes in the quantity of new releases by studios, with film content not meeting consumer tastes, increased emphasis on digital sales and rentals, and other industries in general. related factors; the termination, non-renewal or renegotiation on materially unfavorable terms of Redbox’s contracts or relationships with one or more of its major retailers or studios; Redbox’s inability to license digital movie or television content for home entertainment viewing; Redbox’s dependence on a number of partners to make its digital service available on their devices; unforeseen costs and potential liability in connection with content that Redbox acquires, produces, licenses and / or distributes through its service; the impact of the COVID-19 pandemic on the business, results of operations and financial condition of Redbox, its suppliers and customers and on the global economy; the impact that global climate change trends may have on Redbox and its suppliers and customers; Redbox’s ability to protect patents, trademarks and other intellectual property rights; any breach or interruption of SGAC’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and products under contract as well as fluctuations in foreign currencies; changes in tax laws and responsibilities, tariffs, legal, regulatory, political and economic risks. Further information on potential factors that could affect SGAC’s or Redbox’s financial results is included from time to time in SGAC’s public reports filed with the
NO OFFER OR SOLICITATION
This current report on Form 8-K does not constitute a solicitation of any proxy, consent or authorization relating to any securities or relating to the business combination. This current report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which a such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus meeting the requirements of Article 10 of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 99.1 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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