Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting in Lieu of an Annual General Meeting (the
"Extraordinary General Meeting"), which was held on
At the Extraordinary General Meeting, (1) the shareholders approved an amendment
to the Amended and Restated Memorandum and Articles of
Approval of Extension Amendment Proposal
Broker Votes For Votes Against Abstentions Non-Votes 20,314,879 41,830 17,669 N/A
Approval of Director Appointment Proposal
Broker Votes For Votes Against Abstentions Non-Votes 6,250,000 0 0 N/A
In connection with the vote to approve the Extension Amendment Proposal, the
holders of 1,425 Class A ordinary shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately
The approval of the Extension Amendment will provide an opportunity for the
Company's shareholders to evaluate the Company's proposed business combination
with
Additional Information About the Proposed Business Combination and Where To Find It
In connection with the proposed extension of the date by which Silver Spike must
consummate an initial business combination, Silver Spike filed with the
The proposed business combination will be submitted to shareholders of Silver
Spike for their consideration. Silver Spike intends to file a registration
statement on Form S-4 (the "Registration Statement") with the
prospectus relating to the offer of the securities to be issued to WMH's
equityholders in connection with the completion of the proposed business
combination. After the Registration Statement has been filed and declared
effective, Silver Spike 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. Silver Spike's shareholders and
other interested persons are advised to read, once available, the Extension
Proxy Statement, the preliminary proxy statement / prospectus and any amendments
thereto and, once available, the definitive proxy statement / prospectus, in
connection with Silver Spike's solicitation of proxies for its special meeting
of shareholders to be held to approve, among other things, the proposed business
combination, because these documents will contain important information about
Silver Spike, WMH and the proposed business combination. Shareholders may also
obtain a copy of the preliminary or definitive Extension Proxy Statement or
proxy statement, as well as other documents filed with the
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
Silver Spike, WMH and certain of their respective directors, executive officers
and other members of management and employees may, under
No Offer or Solicitation
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
The information in this Current Report includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of WMH's go-to-market strategy, and expectations related to the terms and timing of the transaction. These statements are based on various assumptions, whether or not identified in this FAQ, and on the current expectations of WMH's and Silver Spike's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of WMH and Silver Spike. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk that any
required 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 proposed business combination or that the approval of
the shareholders of Silver Spike or the equityholders of WMH is not obtained;
failure to realize the anticipated benefits of the proposed business
combination; risks relating to the uncertainty of the projected financial
information with respect to WMH; future global, regional or local economic and
market conditions affecting the cannabis industry; the development, effects and
enforcement of laws and regulations, including with respect to the cannabis
industry; WMH's ability to successfully capitalize on new and existing cannabis
markets, including its ability to successfully monetize its solutions in those
markets; WMH's ability to manage future growth; WMH's ability to develop new
products and solutions, bring them to market in a timely manner, and make
enhancements to its platform and WMH's ability to maintain and grow its two
sided digital network, including its ability to acquire and retain paying
customers; the effects of competition on WMH's future business; the amount of
redemption requests made by Silver Spike's public shareholders; the ability of
Silver Spike or the combined company to issue equity or equity-linked securities
in connection with the proposed business combination or in the future; the
outcome of any potential litigation, government and regulatory proceedings,
investigations and inquiries; and those factors discussed in Silver Spike's
final prospectus dated
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amendment to Amended and Restated Memorandum and Articles of Association
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