Legend Information
Forward-Looking Statements
The
information included herein and in any oral statements made in connection herewith include forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements,
other than statements of present or historical fact included herein, regarding the Business Combination, Edison Holdco B.V.s, a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and wholly
owned subsidiary of the Company (Dutch Holdco), and the Companys ability to consummate the Business Combination, as well as Dutch Holdcos and the Companys strategy, future operations, financial position, estimated
revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words outlook, believes,
expects, potential, continues, may, will, should, could, seeks, approximately, predicts, intends, plans,
estimates, anticipates, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These
forward-looking statements are based on managements current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by
applicable law, Dutch Holdco and the Company disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Dutch Holdco
and the Company caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Dutch Holdco and the Company. These risks include, but are
not limited to, (1) the existence of significant uncertainty regarding whether the Business Combination will ultimately be completed on the terms currently contemplated or at all; (2) the inability of EVBox Group to timely deliver the 2020
EVBox Group Financials; (3) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth
profitably; (4) risks related to the rollout of EVBox Groups business and expansion strategy; (5) consumer failure to accept and adopt electric vehicles; (6) 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; (7) the possibility that EVBox Groups technology and products could have defects or errors; (8) the effects of
competition on EVBox Groups future business; (9) the inability to successfully retain or recruit officers, key employees, or directors following the Business Combination; (10) effects on the Companys public securities
liquidity and trading; (11) the markets reaction to the Business Combination; (12) the lack of a market for the Companys securities; (13) the Companys and EVBox Groups financial performance following the
Business Combination; (14) costs related to the Business Combination; (15) changes in applicable laws or regulations; (16) the possibility that the novel coronavirus (COVID-19) may hinder the Companys
ability to consummate the Business Combination; (17) 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; (18) the
possibility that the Company or EVBox Group may be adversely affected by other economic, business, and/or competitive factors; and (19) 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.
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