The Business Combination Proposal. To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the resulting Business Combination.
The Business Combination Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of January 24, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among TSIA, Lionet Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of TSIA (“Merger Sub”), and Latch, Inc., a Delaware corporation (“Latch”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Latch, with Latch surviving the merger as a wholly owned subsidiary of TSIA (the “Merger”). A copy of the Merger Agreement is attached to this proxy statement/ prospectus as Annex A (the “Business Combination Proposal”);
The Business Combination Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of December 18, 2020 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among Katapult Holdings, Inc., a Delaware corporation (“Katapult” or the “Company”), FinServ, Keys Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), Keys Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and Xxxxxxx Xxxxx, in his capacity as representative of the Pre-Closing Holders of Katapult, and the transactions contemplated thereby, pursuant to which Merger Sub 1 will merge with and into Katapult, with Katapult surviving the merger as a wholly owned subsidiary of FinServ (the “First Merger”), followed immediately by the merger of the resulting company with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of FinServ (the “Second Merger” and together with the First Merger, the “merger”). A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A (Proposal No. 1);
The Business Combination Proposal. To consider and vote upon a proposal to approve the merger agreement and the Business Combination. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A (the “Business Combination Proposal”) (Proposal No. 1);
The Business Combination Proposal. The Nasdaq Proposal Assuming the Business Combination Proposal is approved, holders of RAAC Common Stock are being asked to approve, for purposes of complying with applicable listing rules of Nasdaq, in connection with the Business Combination and subject to customary terms and conditions, including the consummation of the Business Combination, the issuance: • to the stockholders of Berkshire Grey, pursuant to the Merger Agreement, of 225,000,000 shares of RAAC Class A Common Stock (including in respect of shares issuable pursuant to options and restricted shares that may be assumed by RAAC) upon the consummation of the Business Combination; and • to the PIPE Investors of 16,500,000 shares of RAAC Class A Common Stock, which will be consummated in connection with and prior to the closing of the Business Combination. The Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Nasdaq Proposal will have no effect, even if approved by our stockholders. Approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Nasdaq Proposal. For further information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.” The Charter Proposal Assuming the Business Combination Proposal and the Nasdaq Proposal are approved, the RAAC Stockholders as of the record date are being asked to approve and adopt, if the respective approvals are obtained and the Business Combination is consummated, an amendment and restatement of the RAAC A&R Charter under the DGCL, as set out in the New Berkshire Grey Charter in substantially the form appended to this proxy statement/prospectus as Annex H. The RAAC Board has unanimously approved the New Berkshire Grey Charter and believes that the New Berkshire Grey Charter is necessary to adequately address the needs of New Berkshire Grey after the Business Combination. The following is a summary of the key changes effected by the New Berkshire Grey Charter relative to the RAAC A&R Charter. This summary is qualified in its entirety by reference to the full text of the New B...
The Business Combination Proposal. Effective Time of the Transaction beginning on page 25. As promptly as practical following the completion of the Transaction, we expect each of Providence and Heritage Hinesville, to merge with and into Heritage Jonesboro, with Heritage Jonesboro as the surviving bank (and changing its name to Heritage Southeast Bank), subject to applicable regulatory approvals.
The Business Combination Proposal. Reasons for the Transaction; Recommendation of our Board of Directors beginning on page 28.
The Business Combination Proposal. Management of HSBI beginning on page 55 for additional information. The directors elected pursuant to the Directors Proposal will serve on the CCF board of directors until the Transaction is completed, or if the Transaction is not completed, until the expiration of their terms.
The Business Combination Proposal. The Background of the Transaction for a discussion of the hearing.
The Business Combination Proposal. Interests of Certain Persons in the Transaction that are Different than Yours for information about these financial interests. If the Transaction is not completed, CCF common stock could be materially adversely affected. The Transaction is subject to customary conditions to closing, including the approval of the Business Combination Proposal by the CCF shareholders. In addition, CCF, HBI, and Providence may terminate the Business Combination Agreement under certain circumstances. If CCF, HBI, and Providence do not complete the Transaction, the market price of CCF common stock may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the Transaction will be completed. Further, whether or not the Transaction is completed, CCF will also be obligated to pay certain investment banking, legal and accounting fees, and related expenses in connection with the Transaction, which could negatively impact results of operations when incurred. In addition, CCF would not realize any of the expected benefits of having completed the Transaction. If the Transaction is not completed, CCF cannot assure its shareholders that additional risks will not materialize or not materially adversely affect the business, results of operations and stock prices of CCF. The completion of the Transaction will result in an “Ownership Change” for Providence, resulting in an impairment of existing Net Operating Losses. As of March 31, 2019, Providence had net operating losses (“NOLs”) carry-forwards of approximately $13.9 million for federal tax purposes and $11.3 million for state tax purposes that will begin to expire in 2029. These NOLs resulted in a deferred tax asset for Providence of approximately $3.8 million as of March 31, 2019. Section 382 of the Internal Revenue Code imposes limitations on a company’s ability to use its NOLs when any and all shareholders who own more than 5% of the outstanding common stock of the company collectively increase their stake more than 50% over a three year period (an “Ownership Change”). Completion of the Transaction will result in an Ownership Change with respect to Providence. Because of the Ownership Change, HSBI will not be able to fully realize the value of the existing Providence NOLs. At this time, management of Providence anticipates that less than $2.0 million of its existing deferred tax asset will be eligible to be recognized as an asset of HSBI. As a result, HSBI’s ability to use the Providence...
