Item 9.01 |
Financial Statements and Exhibits
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Exhibit
Number
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99.1 |
Press Release, dated August 25, 2022 |
Forward-Looking Statements:
This current report includes forward-looking statements as defined under U.S. federal securities laws. Forward-looking statements include all statements
that are not historical statements of fact and statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. There are or will be
important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
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the occurrence of any event, change or other circumstances that could result in the failure to consummate the Business Combination;
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the outcome of any legal proceedings that may be instituted against the Company and Westrock regarding the Business Combination;
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the inability to satisfy conditions to closing in the definitive agreements with respect to the Business Combination;
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changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination;
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the ability to meet and maintain Nasdaq’s listing standards following the consummation of the Business Combination;
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the risk that the Business Combination disrupts current plans and operations of Westrock as a result of the announcement and consummation of the Business
Combination;
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costs related to the Business Combination;
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the projected financial information, anticipated growth rate, profitability and market opportunity of Westrock may not be an indication of the actual results of the
Business Combination or Westrock’s future results;
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the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;
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changes in applicable laws or regulations;
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the risk that Westrock’s shares of common stock will be illiquid;
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the possibility that Westrock may be adversely affected by other economic, business, and/or competitive factors, including risks related to:
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volatility and increases in the cost of green coffee, tea and other ingredients and packaging, and Westrock’s inability to pass these costs on to customers;
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Westrock’s inability to secure an adequate supply of key raw materials, including green coffee and tea, or disruption in Westrock’s supply chain;
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deterioration in general macroeconomic conditions;
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disruption in operations at any of Westrock’s production and distribution facilities;
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climate change, which may increase commodity costs, damage Westrock’s facilities and disrupt Westrock’s production capabilities and supply chain;
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failure to retain key personnel or recruit qualified personnel;
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risks associated with operating a coffee trading business and a coffee-exporting business;
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consolidation among Westrock’s distributors and customers or the loss of any key customer;
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complex and evolving U.S. and international laws and regulations, and noncompliance subjecting Westrock to criminal or civil liability;
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future acquisitions of businesses, which may divert Westrock’s management’s attention, prove difficult to effectively integrate and fail to achieve their
projected benefits;
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Westrock’s inability to effectively manage the growth and increased complexity of Westrock’s business;
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Westrock’s inability to maintain or grow market share through continued differentiation of Westrock’s product and competitive pricing;
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Westrock’s inability to secure the additional capital needed to operate and grow Westrock’s business;
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future litigation or legal disputes, which could lead Westrock to incur significant liabilities and costs or harm Westrock’s reputation;
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a material failure, inadequacy or interruption of Westrock’s information technology systems;
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the unauthorized access, theft, use or destruction of personal, financial or other confidential information relating to Westrock’s customers, suppliers, employees
or business;
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Westrock’s future level of indebtedness, which may reduce funds available for other business purposes and reduce Westrock’s operational flexibility;
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the credit agreement that Westrock will enter into in connection with the closing of the Business Combination will contain financial covenants that may restrict
our ability to operate Westrock’s business;
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Westrock’s inability to complete the construction of its new facility in Conway, Arkansas in time or incurring additional expenses in the process;
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Westrock’s corporate structure and organization; and
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Westrock’s being a public company;
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the possible resurgence of COVID-19 and emergence of new variants of the virus on the foregoing, including Riverview’s and Westrock’s abilities to consummate
the Business Combination; and
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other risks, uncertainties and factors set forth in the prospectus filed by Westrock relating to the transactions contemplated by the Transaction Agreement
filed with the Securities and Exchange Commission on August 5, 2022 (the “Prospectus”), including those set forth under “Risk Factors.”
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The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the Prospectus
and in Riverview’s registration statement on Form S-1 filed in connection with its initial public offering, Riverview’s Annual Report on Form 10-K for the year ended December 31, 2021 and Riverview’s Quarterly Report on Form 10-Q for the quarters
ended March 31, 2022 and June 30, 2022. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many
of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the
date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors
emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the Business Combination or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.
No Offer or Solicitation
This current report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.