Additional Proxy Soliciting Materials (definitive) (defa14a)
18 November 2022 - 9:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2022
ARGUS CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40827 |
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86-3426828 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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3 Columbus Circle, 24th Floor |
New York, NY 10019 |
(Address of principal executive offices, including zip code) |
Registrants telephone number, including area code: (212)
812-7702
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange
on which registered |
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant |
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ARGUU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 par value |
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ARGU |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share |
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ARGUW |
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The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On November 17, 2022, Argus Capital Corp. (the Company) filed a preliminary proxy statement (the Preliminary Proxy Statement) that
contains proposals to amend the Companys amended and restated certificate of incorporation (the Charter) and the Companys Investment Management Trust Agreement (the Trust Agreement). Such proposals, if approved,
will allow the Company to redeem all of its outstanding shares of Class A common stock and liquidate on or before December 31, 2022, in advance of the automatic termination date in its current Charter of March 24, 2023.
The Company will seek a favorable vote from stockholders at a special meeting to be held in December 2022. For more information, please see the Preliminary
Proxy Statement filed with the Securities and Exchange Commission (the SEC) on November 17, 2022.
Forward-Looking Statements
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words could, should, will, may, believe, anticipate, intend,
estimate, expect, 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. Such forward-looking
statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Companys
views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,
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future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and its subsequent
reports filed with the SEC, from time to time. Copies of such filings are available on the SECs website, www.sec.gov. The Company and the undertakes no obligation to update these statements for revisions or changes after the date of this
report, except as required by law.
Additional Information
On November 17, 2022, the Company filed the Preliminary Proxy Statement with the SEC in connection with its solicitation of proxies for its special
meeting of stockholders. Prior to the special meeting, the Company will file with the SEC and furnish to stockholders a definitive proxy statement, together with a proxy card. Investors and stockholders of the Company are urged to read the
definitive proxy statement (including any amendments or supplements thereto) and other documents the Company files with the SEC carefully in their entirety when they become available as they will contain important information. Investors and
stockholders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The directors and
executive officers of the Company and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals contained in the Preliminary Proxy Statement. Information regarding the directors and executive officers
of the Company is available in the Preliminary Proxy Statement, which was filed with the SEC on November 17, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be available in the proxy materials. Free copies of these documents may be obtained as described in the preceding paragraph.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ARGUS CAPITAL CORP. |
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By: |
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/s/ Joseph R. Ianniello |
Name: |
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Joseph R. Ianniello |
Title: |
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Chief Executive Officer and Chairman |
Dated: November 17, 2022
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