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 28, 2022
EVO
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40029 |
|
85-4030703 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
10
Stateline Road
Crystal
Bay, Nevada 89402
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (775) 624-9360
Not
Applicable
(Former
name or former address, if changed since last report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Units,
each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable
warrant |
|
EVOJU |
|
The
Nasdaq Stock Market LLC |
| Shares
of Class A common stock included as part of the units |
|
EVOJ |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants included as part of the units |
|
EVOJW |
|
The
Nasdaq Stock Market LLC |
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.
Item
7.01 Regulation FD Disclosure.
As
previously announced, Evo Acquisition Corp. (“Evo” or the “Company”) entered into a business combination agreement
(the “Business Combination Agreement”) dated as of October 18, 2022 with 20Cube Logistics Pte. Ltd. (“20Cube”)
and certain other parties. Pursuant to the Business Combination Agreement, and subject to the terms and conditions thereof, the Company
and 20Cube will become subsidiaries of a new public company (such transaction, the “Business Combination”), 20Cube Logistics
Solutions Ltd. (“Pubco”).
Annexed
hereto as Exhibit 99.1, 99.2 and 99.3 are investor presentations provided to prospective investors with respect to the proposed Business
Combination with the Company.
The
foregoing (including the exhibits attached hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings. This Current Report
will not be deemed an admission of materiality of any of the information in this Item 7.01, including the exhibits attached hereto.
Important
Information About the Business Combination and Where to Find It
This
Form 8-K and the exhibits hereto relate to a proposed Business Combination between Evo and 20Cube. This Form 8-K and the exhibit hereto
do not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the Business Combination, Evo and Pubco intend to file relevant
materials with the SEC, including a registration statement to be filed by Pubco on Form F-4, which will include a proxy statement/prospectus. Security
holders are encouraged to carefully review such information, including the risk factors and other disclosures therein. The proxy
statement/prospectus will be sent to all shareholders of Evo and 20Cube. Evo and Pubco will also file other documents regarding the proposed
Business Combination with the SEC. Before making any voting or investment decision, investors and security holders of Evo and 20Cube
are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed
with the SEC in connection with the proposed Business Combination as they become available because they will contain important information
about the proposed Business Combination.
Once
available, shareholders will also be able to obtain a copy of the Form F-4, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to: EVOJ@mzgroup.us. The preliminary and definitive proxy statement/prospectus,
once available, and other materials filed with the SEC, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants
in the Solicitation
Evo,
20Cube and Pubco, and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the proposed Business Combination described in this presentation under the rules of the SEC. Information about the directors
and executive officers of Evo is set forth in Evo’s annual report on Form 10-K filed with the SEC on March 28, 2022 and Current
Report on Form 8-K filed with the SEC on May 17, 2022, and are available free of charge at the SEC’s website at www.sec.gov or
by directing a request to: Evo Acquisition Corp., 10 Stateline Road, Crystal Bay, NV 89402. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the Evo stockholders in connection with the proposed Business
Combination will be set forth in the registration statement containing the proxy statement/prospectus on Form F-4 to be filed by Pubco
with respect to the proposed Business Combination when it is filed with the SEC. These documents can be obtained free of charge from
the sources indicated herein.
Forward-Looking
Statements
Certain
statements included in this Form 8-k and the exhibits hereto are not historical facts but are forward-looking statements. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics
and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 8-k
and the exhibits hereto and on the current expectations of Evo’s and 20Cube’s respective managements and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Evo and 20Cube. Some important factors that could cause actual results to differ materially from those in any
forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
These
forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully
or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company following the Business Combination (the “Combined
Company”) or the expected benefits of the Business Combination, if not obtained; the failure to realize the anticipated benefits
of the Business Combination; matters discovered by the parties as they complete their respective due diligence investigation of the other
parties; the ability of Evo prior to the Business Combination, and the Combined Company following the Business Combination, to maintain
(in the case of Evo) and to obtain and maintain (in the case of the Combined Company) the listing of Evo’s shares prior to the
Business Combination, and following the Business Combination, the Combined Company’s shares on Nasdaq; costs related to the Business
Combination; the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business
Combination Agreement by the respective stockholders of Evo and 20Cube, the risk that the Business Combination may not be completed by
the stated deadline and the potential failure to obtain an extension of the stated deadline; the inability to complete a PIPE transaction;
the outcome of any legal proceedings that may be instituted against Evo or 20Cube related to the Business Combination; the attraction
and retention of qualified directors, officers, employees and key personnel of Evo and 20Cube prior to the Business Combination, and
the Company following the Business Combination; the ability of the Combined Company to compete effectively in a highly competitive market;
the ability to protect and enhance 20Cube’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative
changes in 20Cube’s’s industry; and, the uncertain effects of the COVID-19 pandemic or other public health matters; competition
from larger technology companies that have greater resources, technology, relationships and/or expertise; future financial performance
of the Combined Company following the Business Combination including the ability of future revenues to meet projected annual bookings;
the ability of the Combined Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;
the ability of the Combined Company to generate sufficient revenue from each of our revenue streams; the ability of the Combined Company’s
patents and patent applications to protect the Combined Company’s core technologies from competitors; the Combined Company’s
ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; product
sales and/or services; 20Cube’s ability to execute its business plans and strategy; and those factors set forth in documents of
Evo or 20Cube Logistics Solutions Pte. Ltd. filed, or to be filed, with SEC. You should carefully consider the foregoing factors and
the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement on Form
F-4 and related proxy statement and other documents to be filed by Evo or 20Cube Logistics Solutions Pte. Ltd. from time to time with
the SEC. These filings 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. The foregoing list of risks is not exhaustive.
If
any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither Evo nor 20Cube presently know or that Evo or 20Cube currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Evo’s and 20Cube’s current expectations, plans and forecasts of future events and views
as of the date of this Form 8-k. Nothing in this Form 8-k and exhibits hereto should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements
will be achieved. You should not place undue reliance on forward-looking statements in this Form 8-k and exhibits hereto, which speak
only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors
of Evo and 20Cube described above. Evo and 20Cube anticipate that subsequent events and developments will cause their assessments to
change. However, while Evo and 20Cube may elect to update these forward-looking statements at some point in the future, they each specifically
disclaim any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing
Evo’s or 20Cube’s assessments as of any date subsequent to the date of this Form 8-k. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Non-Solicitation
This
Current Report on Form 8-K and the exhibits hereto do not constitute, and should not be construed to be, a proxy statement or the solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of 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 any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the United States Securities Act of 1933, as amended.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The
following exhibit is being filed herewith:
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.
| |
Evo
Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Richard Chisholm |
| |
|
Name: |
Richard Chisholm |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated:
November 28, 2022 |
|
|
3
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