Item 1.01 Entry into Material definitive Agreements.
On
The Company agreed to file a registration statement registering the resale of the PIPE Shares within five business days, or if not feasible as determined by the Purchaser's counsel, as soon as practicable after consummation of the Transactions.
A copy of the form of Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the Subscription Agreement is qualified in its entirety by reference thereto.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among the Company, Purchaser and MMV
and the transactions contemplated thereby, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
2
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of the Company and MMV to successfully integrate the businesses; (iii)
the occurrence of any event, change or other circumstances that could give rise
to the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of MMV or the Company; (v) risks related
to disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of the
Company's securities; (vii) the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of MMV and the Company
to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on their operating results and businesses
generally; (viii) the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to achieve those
synergies; and (ix) risks associated with the financing of the proposed
transaction. A further list and description of risks and uncertainties can be
found in the Company's prospectus/proxy statement filed with the
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser has filed with
the
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the
Participants in Solicitation
The Company, Purchaser, MMV, certain shareholders of MMV, and their respective
directors, executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of the Company's
ordinary shares in respect of the proposed transactions. Information about the
Company's directors and executive officers and their ownership of the Company's
ordinary shares is set forth in the Company's Annual Report on Form 10-K for the
year ended
3 No Offer or Solicitation
This Current Report on Form 8-K is not intended to, and shall not, constitute an
offer to sell or buy any securities or a solicitation of any vote or approval
and is not a substitute for the proxy statement/prospectus or any other document
Purchaser or Company may file with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Subscription Agreement, dated as ofNovember 3, 2022 by and amongModel Performance Acquisition Corp. and certain institutional and accredited investor 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by theU.S. Securities and Exchange Commission . 4
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