Item 8.01. Other Events.
On
May 14, 2021, Roivant Sciences Ltd. (“Roivant”) filed with the Securities and Exchange Commission (“SEC”)
a registration statement on Form S-4 (File No. 333-256165) (the “Registration Statement”) that includes a proxy statement/prospectus
relating to the proposed business combination (the “Business Combination”) between Montes Archimedes Acquisition Corp.
(“MAAC”) and Roivant.
Additional Information
In
connection with the Business Combination, Roivant has filed the Registration Statement with the SEC that includes a prospectus
with respect to Roivant’s securities to be issued in connection with the Business Combination and a proxy statement with
respect to the stockholder meeting of MAAC to vote on the Business Combination. Stockholders of MAAC and other interested
persons are encouraged to read the preliminary proxy statement/prospectus, as well as the annexes thereto and the other documents to
be filed with the SEC because these documents contain important information about MAAC, Roivant and the Business Combination. After
the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of MAAC
as of a record date to be established for voting on the Business Combination. Stockholders of MAAC may also obtain a copy
of the Registration Statement, including the proxy statement/prospectus, and other documents filed or to be filed with the SEC
without charge, by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo Park,
California 94025. The proxy statement/prospectus to be included in the Registration Statement, once
available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
MAAC,
Roivant, their affiliates, and their respective directors and executive officers may be considered participants in the solicitation of
proxies with respect to the Business Combination described in this communication under the rules of the SEC. Information about
the directors and executive officers of MAAC and their ownership is set forth in MAAC’s filings with the SEC, including its Form
10-K for the year ended December 31, 2020 (as amended on May 14, 2021) and subsequent filings, including on Form 10-Q and Form 4,
all of which are or will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to:
Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo Park, California 94025. Additional information regarding the
persons who may, under the rules of the SEC, be deemed participants in the solicitation of the MAAC stockholders in connection with the
Business Combination is set forth in the Registration Statement containing the preliminary proxy statement/prospectus filed with the SEC.
These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act that are based on beliefs and assumptions and on information currently available. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or
other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements
contain these words. Any statements that refer to expectations, projections or other characterizations of future events or
circumstances, including strategies or plans as they relate to the Business Combination, are also forward-looking statements. These
statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or
achievements to be materially different from the information expressed or implied by these forward-looking statements. Although each
of MAAC and Roivant believes that it has a reasonable basis for each forward-looking statement contained in this communication, each
of MAAC and Roivant caution you that these statements are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In addition, risks and uncertainties are described in the proxy
statement/prospectus on Form S-4 relating to the Business Combination filed by Roivant with the SEC and other documents filed by
MAAC or Roivant from time to time with the SEC. These filings may identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements in this communication include, but are not limited to, statements regarding the Business Combination, including the
timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither MAAC nor
Roivant can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the Business
Combination due to the failure to obtain approval from MAAC’s stockholders or satisfy other closing conditions in the
definitive agreement relating to the Business Combination (the “Business Combination Agreement”), the occurrence
of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the anticipated
benefits of the Business Combination, the amount of redemption requests made by MAAC’s public stockholders, costs related to
the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the Business Combination, the outcome of any potential litigation, government or
regulatory proceedings and other risks and uncertainties, including those included under the heading “Risk Factors” in
the Registration Statement filed by Roivant with the SEC and those included under the heading “Risk Factors” in the
annual report on Form 10-K for year ended December 31, 2020 of MAAC (as amended) and in its subsequent quarterly reports on Form
10-Q and other filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not
regard these statements as a representation or warranty by MAAC, Roivant, their respective directors, officers or employees or any
other person that MAAC and Roivant will achieve their objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the views of MAAC and Roivant, as applicable, as of the date of this
communication. Subsequent events and developments may cause that view to change. However, while MAAC and Roivant may elect to update
these forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required
by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of MAAC or Roivant
as of any date subsequent to the date of this communication.
Disclaimer
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of MAAC or Roivant,
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.