Item 8.01 Other Events
Supplemental Disclosures to Proxy Statement
As previously disclosed, on
On
While OAC believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the purported shareholder's disclosure claims in the Shareholder Letter, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, OAC has determined to further voluntarily supplement the Proxy Statement with the supplemental disclosure set forth below (the "Supplemental Disclosure"). Nothing in the Supplemental Disclosure shall be deemed an admission of the legal necessity or materiality under applicable laws of the disclosure set forth herein. To the contrary, OAC specifically denies all allegations in the Shareholder Letter that any additional disclosure was or is required. OAC believes the Shareholder Letter is without merit.
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety:
In connection with the consummation of the Business Combination,
Additional Information
OAC has filed with the
Participants in the Solicitation
OAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from OAC'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 OAC is contained in the definitive proxy
statement, which was filed with the
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Hims and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of OAC in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the definitive proxy statement for the Business Combination.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or OAC's or Hims's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of Hims are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by OAC and its management, and Hims and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations 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 Agreement and Plan of Merger (as
it may be amended, supplemented or otherwise modified from time to time), by and
among OAC,
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither OAC nor Hims undertakes any duty to update these forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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