Filed by Roivant
Sciences Ltd.
pursuant to Rule
425 under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Montes Archimedes Acquisition Corp.
Commission File
No. 001-39597
Date: May 3, 2021
The following message was posted on Twitter
on May 3, 2021 by Roivant Sciences:
“We're excited to begin our life
as a public company with an exceptionally strong and diverse base of long-term investors $MAAC”
The following message was posted on Twitter
on May 3, 2021 by Vivek Ramaswamy, the founder and executive chairman of Roivant Sciences:
“So proud of the team at Roivant
today! Going public via merger with $MAAC, just announced. We started from nothing in 2014. 7 years later, here we are. Proud of the
medicines we’ve developed to help patients. Grateful for what we’ve accomplished & excited for the next chapter.”
Important Information and Where to
Find It
In connection with the proposed transaction,
Roivant Sciences Ltd. (“Roivant”) will file a registration statement on Form S-4 with the SEC that will include a prospectus
with respect to Roivant’s securities to be issued in connection with the proposed transaction and a proxy statement with respect
to the stockholder meeting of Montes Archimedes Acquisition Corp. (“MAAC”) to vote on the proposed transaction. Stockholders
of MAAC and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other
documents to be filed with the SEC because these documents will contain important information about Roivant, MAAC and the proposed transaction.
After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration
statement will be mailed to stockholders of MAAC as of a record date to be established for voting on the proposed business combination.
Once available, stockholders of MAAC will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Avenue, Suite
130, Menlo Park, California. The preliminary and definitive proxy statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
MAAC, Roivant and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described
in this communication under the rules of the SEC. Information about the directors and executive officers of MAAC and their ownership
is set forth in MAAC’s filings with the SEC, including its Form 10-K for the year ended December 31, 2020 and subsequent filings,
including on Form 10-Q and Form 4, all of which are or will be available free of charge at the SEC’s website at www.sec.gov
or by directing a request to Montes Archimedes Acquisition Corp., 724 Oak Grove Avenue, Suite 130, Menlo Park, California.
Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the MAAC
stockholders in connection with the potential transaction will be set forth in the registration statement containing the preliminary
proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This communication is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does
not constitute an offer to sell or a solicitation of an offer to buy any securities of MAAC or Roivant, nor shall there be any sale of
any such 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended.
Special Note Regarding Forward-Looking
Statements
This communication contains forward-looking
statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including strategies or plans as they relate to the proposed business combination,
are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels
of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking
statements. Although each of MAAC and Roivant believes that it has a reasonable basis for each forward-looking statement contained in
this communication, each of MAAC and Roivant caution you that these statements are based on a combination of facts and factors currently
known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in
the proxy statement/prospectus on Form S-4 relating to the proposed business combination, which is expected to be filed by Roivant with
the SEC and other documents filed by MAAC or Roivant from time to time with the SEC. These filings may 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.
Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, including
the timing and structure of the transaction, the proceeds of the transaction and the benefits of the transaction. Neither MAAC nor Roivant
can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements
are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to
the failure to obtain approval from MAAC’s stockholders or satisfy other closing conditions in the business combination agreement,
the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the
anticipated benefits of the business combination, the amount of redemption requests made by MAAC’s public stockholders, costs related
to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings,
and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement
on Form S-4 to be filed by Roivant with the SEC and those included under the heading “Risk Factors” in the annual report
on Form 10-K for year ended December 31, 2020 of MAAC and in its subsequent quarterly reports on Form 10-Q and other filings with the
SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation
or warranty by MAAC, Roivant, their respective directors, officers or employees or any other person that MAAC and Roivant will achieve
their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the
views of MAAC and Roivant as of the date of this communication. Subsequent events and developments may cause that view to change. However,
while MAAC and Roivant may elect to update these forward-looking statements at some point in the future, there is no current intention
to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing
the views of MAAC or Roivant as of any date subsequent to the date of this communication.
Montes Archimedes Acquis... (NASDAQ:MAAC)
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Montes Archimedes Acquis... (NASDAQ:MAAC)
過去 株価チャート
から 6 2023 まで 6 2024