On October 27, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1.
As previously disclosed, the Company scheduled a special meeting of stockholders (the “Second Special Meeting”) on October 31, 2022 for stockholders to consider and vote on a proposal to extend the time the Company has to consummate an initial business combination from November 1, 2022, six (6) times for an additional one (1) month each time, to May 1, 2023. The Company’s management has determined to permanently adjourn and no longer hold the Second Special Meeting.
Important Information About the Business Combination and Where to Find It
In connection with the previously announced Business Combination, the Company has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on October 7, 2022. This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. The Company’s stockholders and other interested persons are advised to read, the definitive proxy statement and other documents filed in connection with the Business Combination, as these materials will contain important information about Peak Bio, the Company and the Business Combination. The definitive proxy statement and other relevant materials for the Business Combination have been mailed to stockholders of the Company as of the record date set forth in the definitive proxy statement for voting on the Business Combination. Stockholders of the Company are also able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a written request to: Ignyte Acquisition Corp., 640 Fifth Avenue, 4th Floor, New York, NY 10019.
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and 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 Ignyte’s ability to enter into forward share purchase agreements or to consummate a Business Combination with Peak Bio;; and the expected timing of completion of the Business Combination. These statements are based on various assumptions and on the current expectations of Ignyte’s and Peak Bio’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 Ignyte and Peak Bio. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the inability of the parties to enter into definitive agreements or successfully or timely consummate the Business Combination or to satisfy the other conditions to the closing of 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; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the Business Combination or difficulty in, or costs associated with, integrating the businesses of Ignyte and Peak Bio; the amount of redemption requests made by the Ignyte stockholders; the occurrence of events that may give rise to a right of one or both of Ignyte and Peak Bio to terminate the Business Combination; risks related to Peak Bio’s business and the timing of expected business milestones; and those factors discussed in the proxy statement, under the heading “Risk Factors,” and other documents of Ignyte filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Ignyte nor Peak Bio presently know or that Ignyte and Peak Bio 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 Ignyte’s and Peak Bio’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Ignyte and Peak Bio anticipate that subsequent events and developments will cause their assessments to change. However, while Ignyte and Peak Bio may elect to update these forward-looking statements at some point in the future, Ignyte and Peak Bio specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Ignyte’s or Peak Bio’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Ignyte nor Peak Bio gives any assurance that either the Ignyte or Peak Bio, or the combined company, will achieve its expectations.
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Ignyte or the combined company, 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.
