the Company. These risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed business combination; (2) the inability to
recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) risks related to the rollout
of EVBox Groups business and expansion strategy; (4) consumer failure to accept and adopt electric vehicles; (5) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits
and other financial incentives are reduced, modified or eliminated; (6) the possibility that EVBox Groups technology and products could have undetected defects or errors; (7) the effects of competition on EVBox Groups future
business; (8) the inability to successfully retain or recruit officers, key employees, or directors following the proposed business combination; (9) effects on the Companys public securities liquidity and trading; (10) the
markets reaction to the proposed business combination; (11) the lack of a market for the Companys securities; (12) the Companys and EVBox Groups financial performance following the proposed business combination;
(13) costs related to the proposed business combination; (14) changes in applicable laws or regulations; (15) the possibility that the novel coronavirus (COVID-19) may hinder the
Companys ability to consummate the business combination; (16) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of the Company, Dutch
Holdco or EVBox Group; (17) the possibility that the Company or EVBox Group may be adversely affected by other economic, business, and/or competitive factors; and (18) other risks and uncertainties indicated from time to time in documents
filed or to be filed with the SEC by the Company. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and
plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Dutch Holdcos and the Companys expectations and projections can be found in
the Companys initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, the Companys periodic reports and other SEC filings are available publicly on the SECs website at
http://www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information For Investors and Stockholders
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
In connection with the proposed business combination, Dutch Holdco will
file with the Securities and Exchange Commission (the SEC) a registration statement on Form F-4, which will include a prospectus of Dutch Holdco and a proxy statement of the Company. Dutch Holdco
and the Company also plan to file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of
the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus
and other documents containing important information about Dutch Holdco and the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
This is
not a solicitation of a proxy from any investor or security holder. Dutch Holdco, the Company, Engie S.A. (Engie Parent) and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from shareholders of the Company in connection with the proposed transaction. Information
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