Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to the Business Combination and any other statements relating to future results, strategy and plans of the Company and F45 (including certain projections
and business trends, and statements which may be identified by the use of the words plans, expects or does not expect, estimated, is expected, budget, scheduled,
estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations of such words and phrases or state that certain actions, events or results
may, could, would, might, projects, will or will be taken, occur or be achieved). Forward-looking statements are based on the opinions and
estimates of management of the Company or F45, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of
activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the occurrence of any event, change or other
circumstances that could give rise to a delay in or the failure to close the business combination, the amount of redemptions, the ability to retain key personnel and the ability to achieve stockholder and regulatory approvals, industry trends,
legislation or regulatory requirements and developments in the global economy as well as the public health crisis related to the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy, disrupted global
supply chains and significant volatility and disruption of financial markets, increased operating costs, decreased ability to operate gyms and the impact of government shutdowns. Additional information on these and other factors that may cause
actual results and the Companys performance to differ materially is included in the Companys periodic reports filed with the Securities and Exchange Commission (the SEC), including but not limited to the Companys annual
report on Form 10-K for the year ended December 31, 2019 and subsequent quarterly reports on Form 10-Q. Copies of the Companys filings with the SEC are
available publicly on the SECs website at www.sec.gov or may be obtained by contacting the Company. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by
law.
Additional Information about the Transaction and Where to Find It
This Current Report relates to the Business Combination between F45 and the Company and may be deemed to be solicitation material in respect of the Business
Combination. The Business Combination will be submitted to the stockholders of the Company and F45 for their approval. In connection with the Companys stockholder vote on the Business Combination, the Company will file a proxy statement on
Schedule 14A with the SEC. This Current Report is not a substitute for the proxy statement that the Company will file with the SEC or any other documents that the Company may file with the SEC or send to its stockholders in connection with the
Business Combination. When completed, the Company will mail a definitive proxy statement to its stockholders in connection with the Companys solicitation of proxies for the special meeting of the Companys stockholders to be held to
approve the Business Combination. This presentation does not contain all the information that should be considered concerning the Business Combination, including relevant risk factors that may be included in the proxy statement. It is not intended
to provide the basis for any investment decision or any other decision in respect to the Business Combination. The Companys stockholders and other interested persons are urged to read, when available, the Companys preliminary proxy
statement, the definitive proxy statement and any other relevant documents that are filed or furnished or will be filed or will be furnished with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety
before making any voting or investment decision with respect to the Business Combination, as these materials will contain important information about the Company, related matters and the parties to the Company. A copy of the definitive proxy
statement will be sent when available to all stockholders of record of the Company seeking the required stockholder approvals. Investors and stockholders can obtain free copies of the preliminary proxy statement once it is available and other
documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the preliminary proxy statement once it is available from the Company by
accessing the Companys website at https://www.crescentspac.com.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any
securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.