Item 7.01. Regulation FD Disclosure.
Merger Agreement
On
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is a press release dated
The information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
The Company intends to file a Prospectus and Proxy Statement with the
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination or any related transactions and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer 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.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the business combination and related matters. 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
filed on
Target and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the business combination and related matters. A list of the names of such parties and information regarding their interests in the business combination and related matters will be included in the Prospectus and Proxy Statement when available.
Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," "project," "anticipate," "will likely result" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, including those regarding the terms of DUET's proposed business combination with the Target, DUET's ability to consummate the proposed transaction on the stated timeline, the Target's use of proceeds from the proposed transaction, the benefits of the transaction, anticipated timing of the proposed business combination, and the combined company's future performance relative to other IT Security and Support companies, the combined company's strategy, operations, growth plans and objectives of management, the growth of the IT Security and Support sector, the Target's market expansion, and the combined company's future products and services are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of DUET and the Target 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 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
DUET or the Target. Potential risks and uncertainties that could cause the
actual results to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, 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 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 DUET or the
Target is not obtained; the inability to complete a PIPE offering in connection
with the proposed business combination; failure to realize the anticipated
benefits of the proposed business combination; risk relating to the uncertainty
of the projected financial information with respect to the Target; the amount of
redemption requests made by DUET's shareholders; the overall level of consumer
demand for the Target's products and services; general economic conditions and
other factors affecting consumer confidence, preferences, and behavior;
disruption and volatility in the global currency, capital, and credit markets;
the ability to maintain the listing of DUET's securities on the NASDAQ; the
Target's ability to implement its business strategy; changes in governmental
regulation, the Target's exposure to litigation claims and other loss
contingencies; disruptions and other impacts to the Target's business, as a
result of the COVID-19 global pandemic and government actions and restrictive
measures implemented in response; stability of the Target's suppliers, as well
as consumer demand for its products and services, in light of disease epidemics
and health-related concerns such as the COVID-19 global pandemic; the impact
that global climate change trends may have on the Target and its suppliers and
customers; the Target's ability to recruit and retain qualified personnel to
deliver their services; any breaches of, or interruptions in, the Target's
information systems; fluctuations in foreign currency; changes in tax laws and
liabilities, tariffs, legal, regulatory, political and economic risks. The
foregoing list of potential risks and uncertainties is not exhaustive. More
information on potential factors that could affect DUET's or the Target's
financial results is included from time to time in DUET's public reports filed
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release datedJuly 25, 2022 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
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