Item 7.01. Regulation FD
As previously disclosed, on
On
Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking
statements for purposes of the safe harbor provisions under The 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" and 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 future events, the proposed business
combination between NAAC and TeleSign, the estimated or anticipated future
results and benefits of the combined company following the proposed business
combination, including the likelihood and ability of the parties to successfully
consummate the proposed business combination, future opportunities for the
combined company, and other statements that are not historical facts. These
statements are based on the current expectations of NAAC'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 NAAC
and TeleSign. These statements are subject to a number of risks and
uncertainties regarding NAAC's businesses and the proposed business combination,
and actual results may differ materially. These risks and uncertainties include,
but are not limited to, general economic, political and business conditions; the
inability of the parties to consummate the proposed business combination or the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement; the outcome of any legal
proceedings that may be instituted against the parties following the
announcement of the proposed business combination; the receipt of an unsolicited
offer from another party for an alternative business transaction that could
interfere with the proposed business combination; the risk that the approval of
the shareholders of NAAC or TeleSign for the potential transaction is not
obtained; failure to realize the anticipated benefits of the proposed business
combination, including as a result of a delay in consummating the potential
transaction or difficulty in integrating the businesses of NAAC or TeleSign; the
risk that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the proposed
business combination; the ability of the combined company to grow and manage
growth profitably and retain its key employees; the amount of redemption
requests made by NAAC's shareholders; the inability to obtain or maintain the
listing of the post-acquisition company's securities on Nasdaq following the
proposed business combination; costs related to the proposed business
combination; and those factors discussed NAAC's filings with the
Additional Information and Where to Find It
In connection with the proposed business combination, an affiliate of NAAC has
submitted the Registration Statement with the
Participants in the Solicitation
NAAC, TeleSign and their respective directors, executive officers, other members
of management, and employees, under
Non-Solicitation
The Interview is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NAAC, the combined company or TeleSign, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. 99.1 Interview Transcript. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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