Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 17 2020 - 6:05AM
Edgar (US Regulatory)
Filed
under Rule 425
under
the Securities Act of 1933, as amended
and
deemed filed under Rule 14a-12
of
the Securities Exchange Act of 1934, as amended
Filing
by: Hennessy Capital Acquisition Corp. IV
Subject
Company: Hennessy Capital Acquisition Corp. IV
SEC
File No.: 333-248923
The
following communication was made available by Paul Balciunas, the Chief Financial Officer of Canoo Holdings Ltd. on LinkedIn on
December 16, 2020.
Additional
Information About the Proposed Business Combination and Where to Find It
In
connection with the previously announced proposed business combination (the “Business Combination”) between Hennessy
Capital Acquisition Corp. IV (“HCAC”) and Canoo Holdings Ltd. (“Canoo”), filed its registration statement
on Form S-4 (File No. 333-248923) (as amended, the “Registration Statement”) with the U.S. Securities and Exchange
Commission (“SEC”), which includes the definitive proxy statement to be distributed to holders of HCAC’s common
stock in connection with HCAC’s solicitation of proxies for the vote by HCAC’s stockholders with respect to the Business
Combination and other matters as described in the Registration Statement and a prospectus relating to the offer of the securities
to be issued to the equity holders of Canoo in connection with the Business Combination. The Registration Statement was declared
effective by the SEC on December 4, 2020 and the definitive proxy statement/prospectus and other relevant documents have been
mailed to HCAC’s stockholders as of the record date for such special meeting of stockholders. HCAC’s stockholders
and other interested persons are advised to read the definitive proxy statement / prospectus, in connection with HCAC’s
solicitation of proxies for the special meeting of stockholders to be held to approve, among other things, the Business Combination,
because these documents contain important information about HCAC, Canoo and the Business Combination. Stockholders may also obtain
a copy of the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the Business Combination
and other documents filed with the SEC by HCAC, without charge, at the SEC’s website located at www.sec.gov or by directing
a request to Nicholas A. Petruska, Executive Vice President, Chief Financial Officer, 3415 N. Pines Way, Suite 204, Wilson, Wyoming
83014 or by telephone at (307) 201-1903.
Participants
in the Solicitation
HCAC,
Canoo and certain of their respective directors, executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from HCAC’s stockholders in connection with the Business
Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of HCAC’s
stockholders in connection with the Business Combination, including a description of their direct and indirect interests, is set
forth in the Registration Statement filed with the SEC. You can find more information about HCAC’s directors and executive
officers in the Registration Statement. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking
Statements
The
information in this communication includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product
launches, ability to accelerate Canoo’s go-to-market strategy and capitalize on commercial opportunities, potential benefits
of the transaction and the potential success of Canoo’s go-to-market strategy, and expectations related to the terms and
timing of completing the transaction. These statements are based on various assumptions, whether or not identified in this communication,
and on the current expectations of Canoo’s and HCAC’s management 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 Canoo and HCAC. These forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political and legal conditions; 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 or the expected
benefits of the Business Combination or that the approval of the stockholders of HCAC or Canoo is not obtained; failure to realize
the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information
with respect to Canoo; risks related to the rollout of Canoo’s business and the timing of expected business milestones and
commercial launch; risks related to future market adoption of Canoo’s offerings; risks related to Canoo’s go-to-market
strategy and subscription business model; the effects of competition on Canoo’s future business; the amount of redemption
requests made by HCAC’s public stockholders; the ability of HCAC or the combined company to issue equity or equity-linked
securities in connection with the Business Combination or in the future, and those factors discussed in HCAC’s final prospectus
filed on March 4, 2019, Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and the Registration Statement, and the definitive
proxy statement/prospectus contained therein, in each case, under the heading “Risk Factors,” and other documents
of HCAC filed, or to be filed, with the SEC. 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
HCAC nor Canoo presently know or that HCAC and Canoo 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 HCAC’s and
Canoo’s expectations, plans or forecasts of future events and views as of the date of this communication. HCAC and Canoo
anticipate that subsequent events and developments will cause HCAC’s and Canoo’s assessments to change. However, while
HCAC and Canoo may elect to update these forward-looking statements at some point in the future, HCAC and Canoo specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing HCAC’s and Canoo’s
assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
No
Offer or Solicitation
This
communication 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, 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. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended,
or an exemption therefrom.
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