Far Peak Acquisition Corporation （NYSE:FPAC）和Bullish今天宣布就拟议的业务合并事宜向美国证券交易委员会（SEC）公开提交注册声明（Registration Statement）。Far Peak Acquisition Corporation是一家特殊目的收购公司，而Bullish则关注技术和开发数字资产领域的金融服务。
Far Peak Acquisition Corporation成立目的是要实现兼并、换股、资产收购、股票收购、或在金融科技、科技或金融服务行业内重组或相似企业合并。公司由Far Peak LLC资助，而该公司的所有人是公司的主席和CEO Thomas W. Farley和公司首席金融官David W. Bonanno。此外，BlackRock管理的资金和账户业会对公司做锚定投资。
本文包括的“前瞻性声明”是在1995年《美国私人证券诉讼改革法案》中关于“安全港”条款定义下的声明，FPAC和Bullish Global代表时不时做出口头声明可能也可以被认定为该前瞻性声明。前瞻性声明一般指FPAC或Bullish未来财务或经营有关。某些情况下，你能通过诸如“可能”、“应该”、“预期”、“打算”、“将”、“估计”、“预估”、“相信”、“预测”、“潜在”或“继续”，或者这些词的同义词或变体或近义词来判断前瞻性声明。此外，这些前瞻性声明包括但不限于关于Bullish GLobal的经营策略、现金资源、现在和未来的产品或服务、以及可能的市场机遇。这样的前瞻性声明可能受到风险、不确定性和其它因素的影响，它们都可能导致实际的结果和前瞻性声明中表达或暗示的有巨大的差异。这些前瞻性声明是基于预期和假定的，尽管FPAC和其管理团队、Bullish Global及其管理团队都认为这些预期和假定合理，但本质上仍然是不确定的。可能导致实际结果和目前的预期产生巨大差异的情况包括但不限于：1）发生任何事件、变动或其他情况，最后导致企业合并最终协议终止；2）宣布企业合并后，针对FPAC， Bullish或Bullish Global或其它相关方的任何法律程序结果；3）因为未能获得FPAC股东的批准或未能满足其它成交条件，导致无法完成企业合并；4）因为使用法律和法规的原因，可能被要求修改或适当修改合并的拟定结构； 5）Bullish顺利完成合并后能够达到适用的上市标准的能力；6）因为宣布和完成企业并购，企业合并干扰了Bullish Global现在的计划和运营；7）是否有能力意识到企业并购的好处可能会受到竞争、合并后公司发展和管理实现盈利、和客户和供应商维持关系、维护其管理人员和主要员工等因素的影响；8）企业合并相关成本；9）使用的法律法规的变化；10）Bullish可能受到经济、企业和/或竞争因素的负面影响；11）新冠疫情对Bullish Global的业务和/或各方完成企业合并的能力的影响；12）其它在FPAC在2020年12月3日向美国证券交易委员会（简称“SEC”）提出申請的日期为2020年12月2日的IPO招股說明书中“风险因素”及“关于前瞻性说明的提示声明”项下和截至2021年3月31日FPAC的Form 10-Q季度报告中“风险因素”所列的风险和不确定性，以及该日期后提出申请的委託投票说明书/招股说明书中所包含的任何其他风险和不确定性。此外，还可能由一些风险Far Peak或Bullish Global目前不能预见，或Far Peak和Bullish Global目前认为不可能，但是未来这些因素也可能导致实际结果和前瞻性生命中的结果有差异。任何人均不能把本公告中的任何信息预判成在前瞻性说明或此类前瞻性申明的预期结果一定会实现。请不要过度依赖前瞻性声明，因为此类陈述仅反映信息发布之日的情况。FPAC、Bullish以及Bullish Global均不承擔对此类前瞻性声明进行更新的任何义务。
本文件未能涵盖提议的企业合并中应该包含的所有信息。它也不是证券销售和交易的要约，同时也不是证券购买或交易的要求确认。在任何司法管辖区内，或依照当地证券法规定，在等级或资格审批之前进行此类要约、销售或交易属于非法行为，则不能在此地销售任何此类证券。本文无意提供任何投资决定或任何关于本次企业合并相关的任何决定的基础。Bullish准备就拟定的本次合并向美国证券交易委员会（”SEC”）申请Form F-4登记表（简称“登记表”），其中将包括和企业合并有关的初步委托投票说明书/招股说明说。最终的委托投票说明书/招股说明书将在股权登记日之前邮寄到FPAC股东手上，以便其能对企业合并进行投票。我们建议PFAC股东和其他利益方在受到委托投票说明书/招股说明书及其修订内容，以及最终委托投票说明书/招股说明书后仔细阅读，因为本资料包括和Bullish,FPAC和拟定交易有关的重要信息，涉及到特别股东大会的代理权征求，以便审阅企业合并计划书中的各项交易。初步委托投票说明书/招股说明书和最终委托投票说明书/招股说明书发布后，股东可通过SEC网站http://sec.gov免费下载，或写信到Far Peak Acquisition Corp., 511 6th Ave #7342, New York, NY 10011索取免费副本。
Far Peak Acquisition Corporation (NYSE: FPAC), a special purpose acquisition company, and Bullish, a company focused on technology and developing financial services for the digital assets sector, today announced that Bullish has publicly filed a Registration Statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to their proposed business combination.
The Registration Statement contains a preliminary proxy statement/prospectus with information about Far Peak, Bullish and the proposed business combination.
The business combination is subject to the Registration Statement being declared effective by the SEC, approval by Far Peak’s shareholders, and other customary conditions. Subject to the relevant conditions, the business combination is anticipated to close in the fourth quarter of 2021 or first quarter of 2022.
Focused on developing products and services for the digital assets sector, Bullish has rewired the traditional exchange to benefit asset holders, enable traders and increase market integrity. Supported by the group’s treasury, Bullish’s new breed of exchange combines deep liquidity, automated market making and industry-leading security and compliance to increase the accessibility of digital assets for investors. Bullish exchange is operated by Bullish (GI) Limited and is expected to be regulated in Gibraltar.
About Far Peak Acquisition Corporation
Far Peak Acquisition Corporation was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination in the financial technology, technology or financial services industries. The Company is sponsored by Far Peak LLC, which is ultimately owned by Thomas W. Farley, the Company’s Chairman, Chief Executive Officer and President, and David W. Bonanno, the Company’s Chief Financial Officer and Secretary. In addition, certain funds and accounts managed by subsidiaries of BlackRock, Inc. have made an anchor investment in the Company.
This communication includes, and oral statements made from time to time by representatives of FPAC and Bullish Global may be considered, “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FPAC’s or Bullish’s future financial or operating performance. 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. In addition, these forward-looking statements include, but are not limited to, statements regarding Bullish Global’s business strategy, cash resources, current and prospective product or services, as well as the potential market opportunity. 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 FPAC and its management, and Bullish Global 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 definitive agreements respecting the Business Combination; (2) the outcome of any legal proceedings that may be instituted against FPAC, Bullish or Bullish Global or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of FPAC or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability of Bullish to meet applicable listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Bullish Global as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Bullish may be adversely affected by other economic, business and/or competitive factors; (11) the impact of COVID-19 on Bullish Global’s business and/or the ability of the parties to complete the Business Combination; and (12) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the preliminary proxy statement/prospectuses included in the Registration Statement, as well as in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in FPAC’s IPO Prospectus dated December 2, 2020 filed with the SEC on, December 3, 2020, and the section entitled “Risk Factors” in FPAC’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021. In addition, there may be additional risks that neither FPAC or Bullish Global presently know, or that FPAC or Bullish Global currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication 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 FPAC, Bullish nor Bullish Global undertakes any duty to update these forward-looking statements.
Important Information and Where to Find It
This document does not contain all the information that should be considered concerning the proposed Business Combination. It does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. In connection with the proposed Business Combination, Bullish has filed with the SEC the Registration Statement, which contains a preliminary proxy statement/prospectus. A definitive proxy statement/prospectus will be mailed to FPAC shareholders as of a record date to be established for voting on the proposed Business Combination. FPAC shareholders and other interested persons are advised to read the preliminary proxy statement / prospectus and any amendments thereto, when available, and the definitive proxy statement / prospectus because these materials contain and will contain important information about Bullish, FPAC and the proposed transactions.Shareholders may obtain a copy of the preliminary proxy statement/prospectus and, when available, the definitive proxy statement/prospectus, without charge, at the SEC’s website at http://sec.gov or by directing a request to: Far Peak Acquisition Corp., 511 6th Ave #7342, New York, NY 10011.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
FPAC, Bullish, Bullish Global and their respective directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information regarding persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction and a description of their interests is set forth in the preliminary proxy statement/prospectus included in the Registration Statement. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication is for informational purpose only and 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 Bullish or FPAC, 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 section 10 of the Securities Act.