Article 8.01 Other events.
At July 1, 2021, RumbleOn, Inc. (the âCompanyâ or âRumbleOnâ) issued a press release announcing that it has filed a definitive proxy for its special meeting of shareholders in connection with the proposed business combination with RideNow (the âTransactionâ). A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Article 9.01. Financial statements and supporting documents.
Exhibit No. Description
99.1 Press release, dated July 1, 2021
Additional transaction information and where to find it
As part of the Operation, the July 1, 2021, Scolding on deposited with the SECOND
and began sending shareholders its definitive proxy circular and proxy card relating to the Transaction. RUMBLEON INVESTORS AND SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS (INCLUDING CHANGES OR SUPPLEMENTS INCLUDED) AND ANY OTHER DOCUMENTS RELEVANT IN CONNECTION WITH THE TRANSACTION THAT RUMBLEON WILL FILE WITH THE SEC WHEN THEY ARE AVAILABLE DUE TO THEM. IMPORTANT INFORMATION ON, AND THE TRANSACTION. The definitive proxy circular and other relevant documents in connection with the Transaction (when available) and any other document filed by
Scolding on with the SECOND, can be obtained free of charge at DRY (www.sec.gov) or by visiting RumbleOn investor resources section at www.rumbleon.com. The information contained on or accessible through the websites referenced in this report is not incorporated by reference in this report and does not form part of it.
Participants in the call for tenders
Scolding on and its directors and executive officers may be considered participants in the solicitation of proxies from RumbleOn shareholders with regard to the Transaction. A list of the names of such directors and officers and a description of their interests in Scolding on are included in the definitive proxy circular relating to the Transaction and available at www.sec.gov. Additional information regarding the interests of these participants is contained in the definitive proxy circular relating to the Transaction. Informations about
RumbleOn directors and officers and their property RumbleOn
common shares is set out in the definitive proxy circular and in RumbleOn
Annual report on Form 10-K for the year ended December 31, 2020, which was deposited with the SECOND at March 31, 2021. Further information regarding the interests of participants in the proxy solicitation is included in the definitive proxy statement relating to the Transaction. These documents can be obtained free of charge from the sources indicated above.
No offer or solicitation
This report does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of a vote or approval, by Scolding on, nor will there be any sale of securities in a state in which such an offer, solicitation or sale would be illegal before registration or qualification under the securities laws of that state. Any offer of securities will be made only by means of a regulatory prospectus meeting the requirements of the rules and regulations of the SECOND and applicable law or pursuant to an applicable exemption from the registration requirements thereof.
Certain statements made in this report are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe “,” Expect “,” will “,” must “,” could “,” anticipate “,” estimate “,” expect “,” position “,” the future “,” foresee “, “Intend”, “plan”, “project”, “prospect”, and other similar expressions which predict or indicate future events or trends or which are not statements of historical matters. forward-looking statements include, among others, the statements made in this report regarding the proposed transactions contemplated by the Definitive Agreement, including the benefits of the transaction, income opportunities, anticipated future financial and operational performance and results, including s growth estimates, and the expected timing of the Transaction. Forward-looking statements are neither historical facts nor guarantees of future performance. Instead, they are based solely on management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances which are difficult to predict and many of which are outside of RumbleOn control. Actual results may differ materially from those shown in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those indicated in forward-looking statements include, but are not limited to, the following: (1) the occurrence of any event, change or other circumstance that could result in the termination of the Surgery ; (2) failure to obtain the debt and equity financing required to complete the Transaction; (3) failure to obtain OEM approvals; (4) the impossibility of completing the Transaction, including due to the failure to obtain the approval of the shareholders of Scolding on, certain regulatory approvals, or meet other conditions to enter into the definitive agreement; (5) the impact of the COVID-19 pandemic on RumbleOn the business and / or ability of the parties to complete the Transaction; (6) the risk that the Transaction disrupts current plans and operations as a result of the announcement and completion of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected, inter alia, by competition, the ability of management to integrate the activities and operations of the combined company, and the ability of the parties to retain their key employees; (8) costs related to the Transaction; (9) changes in applicable laws or regulations; (10) risks related to the uncertainty of pro forma and forecast financial information concerning the combined company; and (11) other risks and uncertainties indicated from time to time in the final management proxy circular filed with the SECOND relating to the Transaction, including those mentioned in the section âRisk factorsâ and in RumbleOn other deposits with the SECOND.
Scolding on cautions that the above list of factors is not exclusive. Scolding on
cautions readers not to place undue reliance on forward-looking statements, which speak only as of the date they are posted. Scolding on does not undertake or accept any obligation or commitment to publicly release updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in the events, conditions or circumstances on which such statement is based. , whether as a result of new information, future events or otherwise, unless required by applicable law. Or Scolding on nor RideNow gives assurance that after the Transaction, the combined company will achieve its expectations.
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