Filed by Duddell Street Acquisition Corp.
This communication is filed pursuant to Rule 425
under the United States Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Duddell Street Acquisition
Corp.
Commission File Number: 001-39672
Date: March 9, 2022
Timothy Hwang on SPAC Insider Podcast - Interview
Transcript – 3/8/2022
Introduction
Hello, welcome to another SPAC Insider Podcast.
I'm Nick Clayton. And this week my colleague Marlena Haddad and I will be speaking with Tim Hwang, founder and CEO of FiscalNote. FiscalNote
entered into a $1.2 billion combination agreement with Duddell Street Acquisition Corp in November. It provides data products to track
a broad range of legislation and regulatory actions and the federal, state and local level. These are used by companies and government
institutions themselves to try and keep a handle on the constant swings and incremental changes in regulation in the US and abroad. We
discuss how FiscalNote landed on Duddell Street as its preferred partner in a triple track process and how it plans to use its status
as a public company to further its M&A pipeline and other initiatives. Take a listen.
Nick Clayton, SPAC Insider
So, Tim, you originally started this company when
you were 21. You were living out on a Motel Six in Silicon Valley. What has been the most challenging part of this entire journey to get
here to this point?
Timothy Hwang, Founder & CEO of FiscalNote
You know, I think that from the very beginning
of the company, we had a lot of sort of lessons learned along the way, right. And so, we were doing this for the first time, we built
this company, brick by brick, product by product, customer by customer from the very very beginning. And probably the most difficult aspect
is just having a high rate of learning, right. And just be able to absorb every aspect of the company, you know, as the company was sort
of getting built at massive scale very rapidly. Growing the company from you know, three people on a laptop to 10 people to 50 people
to 100 people to 500 people plus and it's never a dull day on the job for sure.
Nick Clayton, SPAC Insider
I can imagine. And so, I mean, we're gonna
be getting into the nuts and bolts of it to have all the things that your company offers in terms of the information that is tracking,
but a lot of it is and what first stood out to me about FiscalNote was that you essentially sell information about what certain government
agencies are doing and the largest group of your clients are actually the government institutions themselves. So, when did you see that
there were their needs there, with the federal government literally not being able to properly interpret the information that it actually
already has in some capacity?
Timothy Hwang, Founder & CEO of FiscalNote
Yeah. So, I started off my career actually,
in politics. So, you know, I worked for Senator Obama when he was running for President. I'd run for elected office. I was elected
to office at the age of 17, Board of Education in Maryland. And so, I think, you know, you sort of get a very strong sense of when
you're operating in and around policy and government, the specific challenges that exist in that particular category, right. So as an
example, you have situations where, you know, you're sitting in government making policy and you're dependent on other people. Let's say
you're in education, and you're dependent on the Department of Education, the federal level, you're dependent on Congress, you're dependent
on the state legislature, the city council to make decisions around curriculum, or spending, or teacher salaries or whatnot. And these
are just this just in one vertical. So, the amount of time that you spend in government, following what everybody else in government is
doing is actually pretty astounding. If you're sitting at the White House, you spend an enormous amount of time trying to understand what
people in Congress are doing. If you're sitting in the Defense Department, you’re trying to understand what people in Congress are
thinking about in terms of your next year appropriations, your budgets for next year, thinking a lot about what foreign governments are
doing, at any given time. And that's basically just the nature of what government is. You know, government's tracking what other government
agencies are doing. And so I think it was sort of inherent to the problem in that I just felt like as you were going to operating, you
just get a very strong sense of this entire system was just a gigantic game of telephone, just people kind of picking up the phone and
calling each other saying you know what's going on and that there's probably a much better way to organize information for the world to
understand.
Marlena Haddad, SPAC Insider
And aside from government clients, the next largest
group of your customers are in the healthcare industry. So, how do they utilize the platform?
Timothy Hwang, Founder & CEO of FiscalNote
Well, you know, whether it's healthcare or in
other regulated sectors like chemicals, or energy or transportation, food and beverage. You know, a lot of companies are facing a significant
amount of regulation, right. So, if you were to take a 10 to 20-year bet, do we think that policy and regulations will become more complex
or less complex over time? I would venture to say that, you know, most people take the bet that it's going to be an increasing level of
regulatory complexity. So specifically, healthcare companies are probably monitoring you know, changes the state legislative or state
regulatory level around reimbursements to medical professionals or they might be looking at pharmaceutical marketing regulations, you
know, from the FDA or from state and local policy officials. They might be looking at the rate at which generic markets are opened up
for pharmaceutical companies and you know, emerging markets and the like. So, healthcare is one of those markets where public policy drives
the revenue and cost structure of entire businesses. And so, you really need to understand the regulatory landscape to really understand
the core elements of a particular business and that's not just in healthcare, but in almost every sector today that we're kind of seeing
across the board.
Marlena Haddad, SPAC Insider
And then FiscalNote also tracks a lot of things
that our listeners in the financial world are probably also trying to follow themselves, such as compliance issues, crypto regulation
and ESG classification. Where are you seeing the biggest demand for new categories?
Timothy Hwang, Founder & CEO of FiscalNote
So, I would say that they're kind of in two
areas. The first is in areas where there are significant technological changes that are driving regulatory uncertainty. So, cryptocurrencies,
gig economy, autonomous vehicles, where you know, the technologies are just basically creating a situation where regulators are trying
to play catch up into a particular industry. The second are where there are significant social changes going on in society. So, three
that I can think off the top of my head, ESG is one of them. You know, number two might be geopolitical risk, right? So, issues pertaining
to US China relations, or the situation out in Ukraine at the moment, or particular energy changes in the Middle East. Those things are
quite significant in terms of driving particular patterns. And then there's obviously elements within that bucket around things like the
globalization of our labor force as a result of the remote working environment, different labor rates and wages that exist in different
parts of the world. And then you have other social changes like the D&I right, so diversity, inclusion and the regulatory components
around diversity inclusion. So, anywhere where there's significant change driving policy, or regulatory change, is something that we're
obviously very interested in following overall.
Nick Clayton, SPAC Insider
Yeah, and it's also interesting to me, you know,
that you kind of came up through Washington so you knew from you know, the really close level, just how complex all of this stuff is,
and I imagine the further you get away from Washington, the more complex it all seems, which is why I found it interesting that you ultimately
are doing this deal with international SPAC. You know, I'm just curious what those initial conversations were like as you're getting
this deal together, what is sort of the international perspective on what FiscalNote offers and the market?
Timothy Hwang, Founder & CEO of FiscalNote
Yeah, you know, FiscalNote has really grown over
the last couple of years. Obviously, we started in Silicon Valley, moved our headquarters to Washington, DC, but we do now have significant
operations across the European Union, particularly in Brussels in London. We have significant operations in South Korea, and Taiwan, Singapore
and Australia. And so, I think the nature of political and regulatory uncertainty is an international one. If you are a Korean conglomerate,
right now, you know, you were rushing to figure out, you know, how you can take advantage of investments that you're making in Southeast
Asia. If you are a European regulator, you're trying to understand, you know, what your counterparts are doing in China in the United
States around regulating, you know, big tech companies and the like, right. So, you know, it's all kind of part of this globalized regulatory
and policy effort. I think that we selected Duddell Street, you know, for the SPAC kind of components and the like. It didn't actually
particularly matter too much to us whether they were international or not, obviously, I think the SPAC themselves in terms of their
international focus, the deep connections they bring particularly in Asia, and the like, we're value add in terms of the ability to be
able to drive continued growth, particularly in I would say, you know, the, the kind of greater Asia region, which is kind of where we're
seeing a lot of our growth and M&A opportunities, particularly over the last year or so.
Nick Clayton, SPAC Insider
And just how did you kind of come to that decision,
as well, on your own to go with a SPAC versus an IPO, or continued private funding rounds? I mean, did you sort of make that dedicated
decision or was it that SPACs that started coming to you? How did that come about?
Timothy Hwang, Founder & CEO of FiscalNote
So, we actually did a triple path evaluation with
our investment banks, right. So, you know, we had one path evaluating a private capital raise which we took a look at, got some offers
there. You know, we took a look at an IPO pathway, we had been working with one group of banks on that side. And then we were evaluating
simultaneously kind of a SPAC approach, as part of kind of our third rail here. Ultimately, I think that you know, we decided that
we wanted to go public. A lot of our strategy is predicated on the ability to continue to drive our main organic strategy in addition
to our inorganic strategy. And so, having a tradable currency in the public markets obviously helps us to accelerate M&A opportunities
overall. And then when we were evaluating IPO versus back approach, candidly, the Duddell Street SPAC was just so differentiated from
the rest of the stock market, that it just became sort of a no brainer. And you know, I think in hindsight, it looks obvious, but
in the middle of the summer, you know, we were looking at this particular SPAC that had a fully backstop, redemption 100% backstop on
any redemptions that happened prior to the merger. On top of that, they had the sponsors offering to anchor the PIPE as part of the process,
right. So, from our perspective, as a management team, it's effectively fully underwritten IPO, you know, you have zero uncertainty in
terms of the capital that's going to be coming in. You have complete certainty in terms of the price and I think that's differentiated
against an IPO, where you might not get the price certainty and then other SPACs, we might not get the capital, you might not get the
capital certainty, because they might not have the same redemption qualities. And so, I think that candidly, if there were any other
structure we probably would have gone with a traditional IPO, but the Duddell Street SPAC, you know, was just so standout that we ended
up just going down that pathway overall.
Marlena Haddad, SPAC Insider
So, one thing that I've noticed is that FiscalNote
has been on a huge acquisition spree, with 11 deals announced last year in 2021, alone. How do you approach M&A decisions as a private
company, and how will that be different once you're public?
Timothy Hwang, Founder & CEO of FiscalNote
So, the thing is, I think from a financial
perspective and an operating perspective, I don't think that there's actually that much of a difference between how we how we approach
things as a private company, versus a public company. You know, the characteristics that we look at, as, you know, in terms of operating
characteristics, these are data businesses that have incremental datasets, that we want to incorporate into our platform, or might be
incremental workflow capability that we want to offer for our customers. They're typically between five and 15 million recurring revenue,
all subscription. They're all typically between 10 and $100,000, a batch of average contract value with fairly high retention rates. So, I
don't think we'd ever go out there and acquire a business that doesn't have any one of those kind of core characteristics. So, we're not
going to suddenly turn around and acquire like a transaction only business or ecommerce business or anything that sort of doesn't fall
within our general category. In terms of the characteristics and the way in which we measure you know, hurdle rates and IRRs and whatnot
internally, is I think, very very much the same room we think about a proxy for future earnings. And so, we think about dilution relative
to the revenue potential for particular business. We think about our cost of capital, you know, where in the capital structure we're going
to source the funds for, you know, particular acquisition whether it's a credit facility or issuing equity or using cash on the balance
sheet or, you know, seller financing or whatnot. And we match it up against the pricing that we kind of see in the in the general marketplace.
And so that level of discipline that we're making in terms of constantly, you know, shooting for the lowest cost of capital, the most
efficient source of capital. You know, while we're allocating capital into the highest returning assets and products internally, it's
something that, you know, I think we're just getting we are fairly disciplined today, but are going to be a lot more discipline in
the future. So, the level of sophistication that we have, I would say internally, around evaluating the return on investment of our
own internal capital is fairly high and it's something that we expect to continue in the public markets.
Marlena Haddad, SPAC Insider
So, many of the deals that you've closed last
year had products focused on geopolitical risks, and that seems much more relevant than ever with the Ukraine situation and supply chain
issues. So, what are your priorities in terms of international coverage with your next wave of M&A?
Timothy Hwang, Founder & CEO of FiscalNote
Yeah, I mean, I think it's more of the
same, right? I mean, we're looking at solving those issues for our customers. And, you know, as I mentioned before, the things that our
customers care about are fairly wide. You know, they care about things like what are the sustainability regulations requirements, you
know, of operating in Southeast Asia? You know what are the changing labor dynamics in Latin America as a result of changing unemployment
benefits or, or, you know, health care benefits or whatnot that are being, you know, enacted by national parliaments? So those types of
questions, I think, are fundamentally important for our customers to understand. And so, in many ways we're kind of following what
they're asking for by continuously finding opportunities in that general category. The other thing I'd mentioned is alternative data paired
with policy information, is increasingly becoming a big area of focus, right. So, in addition to understanding the policies themselves,
the downstream effects of those policies, you know, whether it's labor output, or energy output, or you know, ecommerce trends, in particular
datasets around your credit card transactions on the anonymized basis, what people are purchasing and what those prices might look like,
are, I think, really critical for helping companies and asset managers to understand, you know, once this policy is enacted, are
we seeing the downstream impacts of that in terms of prices or in terms of the general economy?
Nick Clayton, SPAC Insider
Kind of going over to the product side, especially
with all of the acquisitions that you've already done. How do you make decisions in terms of you know, what you want to integrate maybe
into a single product? What do you want to keep as its own thing that you brought in? And what you know, should constitute a new tear
for subscriptions? I mean, whatever you're doing, it seems to be working, you're over 100% net retention, but just how does that process
work on your end?
Timothy Hwang, Founder & CEO of FiscalNote
It's really driven by our customers and what the
experience that they're looking for. And so, you know, when you look at other tech companies, for instance, that you know, have grown
partially through M&A. You know, Microsoft is a good example. You sort of look at situations where it doesn't make sense to integrate
everything, right. I mean, you're not going to pull up the PowerPoint presentation on your Xbox. I mean, I don't if you can, but
I don't think that's like a primary use case that people are trying to integrate, right. So, in some cases, we have situations where we
have certain product lines, where there's a particular customer segment, in an organization that's seeking to kind of integrate a particular
workflow, and we'll just make it easier for them like we do with any other product investment that we make. In other cases, you might
have a strategy person evaluating, you know, labor market trends versus a lobbying person in Washington on K Street.
And they're not necessarily, you know, they're
looking, they might be looking at the same information, but they're not necessarily as part of the same workflow. And so, in those particular
situations, it doesn't make sense to integrate. And so, a lot of it is driven by can we make our customers lives better? And what is the
best bang for our buck in terms of capital allocation? So, is it the best use of our time to you know, reorient this particular engineer
or this particular product team, to integrating versus building something new for them or trying to improve, you know, XYZ feature and
a different product line? And that's we try and stay fairly nimble about how we think about our allocation strategy.
Nick Clayton, SPAC Insider
Yeah, and FiscalNote that also sort of fits on
some level on I guess, the highest level that appears to be in a niche, but in reality, as you've been kind of talking about all the different
use cases, it really is runs the gamut in terms of consumers. But you know, with a fair amount of government customers and things like
that, how does that change? I guess how sticky your subscriptions are? And how, how is this a little bit different than maybe what some,
you know, some people may be thinking in terms of the wider field of SAS Data and Analysis products?
Timothy Hwang, Founder & CEO of FiscalNote
So, I mean, you know, these businesses get
big, you know, over time, right. And you look at S&P Global now merging with IHS market over 12 billion a year in revenues. You know,
Thomson Reuters, Avalara, you know, all in the kind of multibillion-dollar revenue range, or multibillion-dollar market cap range. So,
FiscalNote, we are still very, very, very far away from entering into what I what I think is sort of our scaled position. If you look
at the legal information market overall, or the financial information market, you know, a lot of these players are half a billion, billion
plus revenues. You know, we're slated to do you know, call it $173 million run rate this year, and that's, I still think that we
have a lot of kind of total addressable market to grow into. I think, if you kind of go deep dive into the micro levels, you still see
a lot of opportunity in parts of the government. There's a lot of opportunity in the intelligence community. There's a lot of opportunity
in the state and local governments that exist around the United States. We have fairly good penetration with foreign ministries around
the world but we don't have a lot of penetration into those domestic agencies in say, the UK or in parts of Europe or you know, in parts
of Asia and the like. A lot of you know, a lot of our room to grow opportunities still very whitespace for us, and we're still going to
have to chasing a lot of the open-ended market opportunities overall.
Marlena Haddad, SPAC Insider
And then considering that this is an election
year, there are a lot of worries that US politics are going to stay turbulent over the long haul. Do you ultimately see that as a rest
in the business or a boom?
Timothy Hwang, Founder & CEO of FiscalNote
Well, I mean, think back to the customer,
right? So, if you see a party change in government, typically you see policy changes and people want to understand what those policy changes
are. If the Republicans take back house in the Senate, the White House changes in four years, if it stays the same, whatever it is, people
want to know, the rate of executive order changes and rule changes and regulatory agencies. They want to know what the priorities
of the new Congress are, you know, they want to know, you know, where the points of compromise are going to be. And that's not just in
the United States, but you know, there could be a regime change in Southeast Asia or, you know, a massive sort of uprising in the Middle
East or something. And those do result in quite significant shocks to the system. And that's where we really shine. Where in the in the
depths of COVID for instance, and you know, governments were sort of leading the pack here in terms of shutdowns, lockdowns, masked mandates,
vaccine mandates, and the like. Employers were literally on the edge of their seats, trying to understand what their obligations were,
you know, what governments were mandating what at any given time. And in those situations, you know, FiscalNote really shines through
and to be able to provide the critical information that people need to really do their jobs.
Nick Clayton, SPAC Insider
Yeah, it's something you're mentioning there as
well. Going to the state and local level and in some ways going full circle all the way back. I'm not sure you get quite all the way back
to school board level. But nonetheless, it's interesting because this also seems like an area where the public information, the coverage
of it has been vacated by the decline of local and small medium sized newspapers and things like that. I mean, what do you see in terms
of the macro trends that are that are occurring that are kind of creating more space and more need for information?
Timothy Hwang, Founder & CEO of FiscalNote
Look, the governments are always going to do their
jobs, right, which is governing and regulating. So, you know, I think at any given level, you know, you're right, in the sense that
the coverage levels of those areas have been declining. And what's interesting is that like, you sort of end up in a situation where the
most boring aspects of government are, you know, sometimes the most consequential. Because as an example, right now, your state regulators
are up in arms around FinTech in general. They're up in arms, for instance, around buy now, pay later companies. And the level of regulation
that's coming is being much more aggressive. You know, at like the California regulator level, the Texas regulator level than at the CFPB.
And so, those are the types of regulations that are getting significant level of traction, but in many cases, you know, most consumers
are not aware as a result of the lack of coverage. And then, you know, companies are just blindsided. You know, if you operate a ride
sharing company and, you know, there's some city council somewhere that operate in acts like some new, you know, ride sharing tax or something
for their local airport. I mean, it's, you know, very difficult for these companies to stay on top of everything, you know, all the time.
So, it's sort of inevitable that you know, automation and technology are going to kind of come in and provide those opportunities to be
much more efficient overall.
Nick Clayton, SPAC Insider
Great. The transaction was announced back in November.
Can you give any sort of an update in terms of what the timeline looks like, heading into the close?
Timothy Hwang, Founder & CEO of FiscalNote
Yeah, no, I mean, we're still progressing
here. You know, I think we've gone through a couple different turns with the SEC. And so, you can actually follow along in our amendment
process online. But the hope is that we can kind of settle that out, you know, with the SEC fairly soon, you know, that could lead to
a shareholder vote and to close as quickly as we can. So, I think, you know, we're kind of pushing along in our on our schedule here
and hopefully, you know, we can make some broader announcements here about the specific concrete dates pretty soon.
Nick Clayton, SPAC Insider
Great. It's going to be probably a really exciting
year for you with already the deal pipeline you already have going. I'm sure you have a lot of plans afoot, but I guess what is the thing
you're most excited about taking advantage of being a public company?
Timothy Hwang, Founder & CEO of FiscalNote
I think it's a couple of things. I mean, you know,
number one is being able to have more tools in the in the in the war chest here for our employees, particularly with you know, things
like restricted stock units and, you know, other forms of compensation that will enable us be able to compete better in the talent war.
I think, you know, similarly enough, the ability to kind of leverage that same vehicle for you know, attractive M&A transactions that
we see in the marketplace. And then also just, you know, having a permanent base of capital, we've been a private company for a very long
time. Raising capital, the private markets is highly inefficient, and there's a lot of friction, just constant back and forth and negotiations
and whatnot. And so, I think the ability to have a more permanent capital base and more visibility for us to be able to allocate
into our strategy, something that we're really looking forward to really focusing our efforts around just running good operations and
delivering for our customers. And so, in many ways, what's interesting about FiscalNote is that we are an established, scaled business
that's really entering into the markets and is really going to get a turbo charge out of the out of the public market process. From the
hundreds of employees that we have, they're going to be able to benefit from their options and their and their stock performance. The
M&A targets we're going to be incorporating into our existing skills business, and then of course, the permanent capital base and
enables us to go from a scaled business into a larger business with, you know, more opportunities in the future.
Nick Clayton, SPAC Insider
Yeah, certainly. It's gonna be really fun to keep
watching you guys as you get going with all the next steps of things. And I'm very interested to see how all of the continued international
coverage and tools get folded in. But mostly, Tim, thanks so much for being on.
Timothy Hwang, Founder & CEO of FiscalNote
Yeah, thank you for having me. Thanks.
Additional Information and Where to Find It
In connection with its proposed business combination
with FiscalNote Holdings, Inc. (“FiscalNote”), Duddell Street Acquisition Corp. (“Duddell Street”) has filed relevant materials
with the Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4, which includes a
proxy statement/prospectus of Duddell Street, and will file other documents regarding the proposed business combination with the SEC.
Duddell Street’s shareholders and other interested persons are advised to read the preliminary proxy statement/prospectus and the
amendments thereto and, when available, the definitive proxy statement and documents incorporated by reference therein filed in connection
with the proposed business combination, as these materials will contain important information about FiscalNote, Duddell Street and the
proposed business combination. Promptly after the Form S-4 is declared effective by the SEC, Duddell Street will mail the definitive
proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors
and shareholders of Duddell Street are urged to carefully read the entire registration statement and proxy statement/prospectus, when
they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the proposed business combination. The documents filed by Duddell Street with the
SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
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.
Participants in the Solicitation
Duddell Street and its directors and executive
officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the business combination. A list
of the names of those directors and executive officers and a description of their interests in Duddell Street will be included in the
proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about Duddell
Street’s directors and executive officers and their ownership of Duddell Street shares is set forth in Duddell Street’s prospectus,
dated prospectus is October 28, 2020. Other information regarding the interests of the participants in the proxy solicitation will
be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents
can be obtained free of charge from the source indicated above.
FiscalNote and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the shareholders of Duddell Street in connection with the proposed
business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed
business combination will be included in the proxy statement/prospectus for the proposed business combination.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements about future financial and operating results, plans, objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified by words such as “will,” “are expected to,”
“is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,”
“pro forma,” “outlook” or words of similar meaning. These forward-looking statements include, but are not
limited to, statements regarding FiscalNote’s industry and market sizes, future opportunities for FiscalNote and Duddell Street,
FiscalNote’s estimated future results and the proposed business combination between Duddell Street and FiscalNote, including pro
forma market capitalization, pro forma revenue, the expected transaction and ownership structure and the likelihood, timing and ability
of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs
and expectations of Duddell Street’s and FiscalNote’s management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Duddell Street’s or
FiscalNote’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking
statements. Except as required by law, Duddell Street and FiscalNote do not undertake any obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
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