Item 8.01 Other Events
As previously disclosed, on
On
Information Sources; No Representations
The Press Release has been prepared for use by BAC and Blade in connection with the proposed business combination between BAC and Blade (the "Transaction"). The information therein does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of BAC derived entirely from BAC, and with all information relating to the business, past performance, results of operations and financial condition of Blade derived entirely from Blade. No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.
No representations or warranties, express or implied, are given with respect to the Press Release. To the fullest extent permitted by law in no circumstances will BAC or Blade, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the Press Release, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of Blade has been derived, directly or indirectly, exclusively from Blade, and has not been independently verified by BAC. The independent auditors of BAC and the independent auditors of Blade have not audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in the Press Release, and, accordingly, none of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the Press Release.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Transaction. This report 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. In connection with the Transaction, BAC intends to publicly file a
registration statement on Form S-4 with the
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Participants in the Solicitation
BAC and Blade, and their respective directors, executive officers and employees
and other persons may be deemed to be participants in the solicitation of
proxies from the shareholders of BAC in respect of the Transaction. BAC
shareholders and other interested persons may obtain more detailed information
regarding the names and interests in the Transaction of BAC's and Blade's
directors and officers in BAC's filings with the
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This report does not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation to purchase, any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of BAC, Blade and their respective affiliates, from time to time may contain, "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the expectations of BAC and Blade with respect to future performance of BAC, anticipated financial impacts of the Transaction, the products and anticipated opportunities and addressable market for BAC, the satisfaction of the closing conditions to the Transaction, and the timing of the closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results.
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Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K. Factors that may
cause such differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) a default by one or more of the investors in the
PIPE on its commitment, and BAC's failure to retain sufficient cash in its trust
account or find replacement financing in order to meet the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 3, 2022 4
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