Business Context and Reporting Period
Oaktree Acquisition Corp. filed this Form 8-K on January 6, 2021 under Item 7.01 to provide Regulation FD disclosure regarding its proposed business combination with Hims, Inc., the predecessor business to Hims & Hers Health, Inc. The filing relates to the period and events as of January 6, 2021, rather than a quarterly or annual financial reporting period.
OAC reminded shareholders to vote in favor of the proposed merger and related proposals at a special shareholder meeting scheduled for January 19, 2021 at 9:00 a.m. Eastern Time. The definitive proxy statement/prospectus was dated December 29, 2020.
Financial Metrics and Capitalization
- The filing does not provide current or historical revenue, profit, cash flow, margins, debt, liquidity, or operating-performance metrics for Hims or OAC.
- The filing references expected future revenue, pro forma enterprise value, and cash balance as forward-looking matters, but it does not provide clear values for those metrics.
- Completion of the transaction was subject to, among other conditions, maintaining a minimum trust account amount after shareholder redemptions.
Material Changes Versus the Prior Comparable Period
The filing does not report period-over-period financial results or identify comparable-period changes. Its material development is the continued solicitation of shareholder approval for the proposed business combination.
Guidance, Outlook, Risks, and Unusual Items
- Management encouraged shareholders to approve the proposed transaction; no formal financial guidance is provided in this filing.
- Completion could be prevented or delayed by termination of the merger agreement, insufficient shareholder approval, redemptions that reduce the trust account below the required minimum, regulatory requirements, or failure to meet stock-exchange listing standards.
- Identified business risks include Hims’ limited operating history, significant governmental regulation, competition, difficulty managing growth profitably, retention of customers, suppliers, and key employees, and the ability to expand into additional markets, including women’s health.
- Other risks include legal proceedings, transaction costs, changes in laws or regulations, disruption to Hims’ operations, and failure to realize the anticipated benefits of the combination.
- The forward-looking statements are expressly subject to risks and uncertainties, and neither OAC nor Hims undertakes to update them.
- The Item 7.01 disclosure and Exhibit 99.1 were furnished, not filed, and are not subject to liability under Section 18 of the Exchange Act or incorporated by reference into other filings.
Important Facts for Investors to Verify
- Review the definitive proxy statement/prospectus and related Form S-4 for transaction terms, financial statements, pro forma capitalization, valuation, and risk factors.
- Verify whether OAC shareholders approved the merger at the January 19, 2021 special meeting and whether all closing conditions were satisfied.
- Verify the amount remaining in OAC’s trust account after any shareholder redemptions and whether the minimum trust-account condition was met.
- Confirm the final legal entity, ticker symbols, exchange listing, and capitalization following the business combination.
- Assess Hims’ regulatory, competitive, growth, operating-history, and expansion risks before relying on projected performance.