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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 19, 2021

 

890 5th Avenue Partners, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39877   85-3022075
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

14 Elm Place, Suite 206
Rye, New York
  10580
(Address of principal executive offices)   (Zip Code)

 

(575) 914-6575
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant   ENFAU   The Nasdaq Stock Market LLC
         
Class A common stock, par value $0.0001 per share   ENFA   The Nasdaq Stock Market LLC
         
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   ENFAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Introductory Note

 

890 5th Avenue Partners, Inc. (“890”) previously announced its planned business combination (the “Business Combination”) with BuzzFeed, Inc. (“BuzzFeed”). In connection with the Business Combination, 890 filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended (File No. 333-258343) containing a proxy statement/prospectus which was declared effective on November 10, 2021 and on November 12, 2021, 890 filed a definitive proxy statement/prospectus with the SEC dated November 10, 2021, as amended by supplement no. 1 dated November 19, 2021 (together, the “proxy statement/prospectus”).

 

Item 7.01 Regulation FD Disclosure

 

On November 19, 2021, BuzzFeed released its earnings for the quarter ended September 30, 2021. A copy of BuzzFeed’s earnings press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 7.01 of this Current Report and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it been deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01.  Other Events

 

This Current Report on Form 8-K is being filed in order to provide as Exhibit 99.2 hereto the unaudited condensed consolidated financial statements of BuzzFeed as of September 30, 2021 and for the three months and nine months ended September 30, 2021 and 2020. As Exhibit 99.3 hereto, 890 is filing the Management’s Discussion and Analysis of Financial Condition and Results of Operations of BuzzFeed as of September 30, 2021 and for the three months and nine months ended September 30, 2021 and 2020. As Exhibit 99.4 hereto, 890 is filing the unaudited condensed consolidated financial statements of CM Partners, LLC (“Complex Networks”) as of September 30, 2021 and for the three months and nine months ended September 30, 2021 and 2020. As Exhibit 99.5 hereto, 890 is filing the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Complex Networks as of September 30, 2021 and for the three months and nine months ended September 30, 2021 and 2020. As Exhibit 99.6 hereto, 890 is filing the unaudited pro forma condensed combined financial information of 890, BuzzFeed and Complex Networks, as adjusted to give effect to the Two-Step Merger (as defined in the proxy statement/prospectus, the Convertible Note Financing (as defined in the proxy statement/prospectus) and the C Acquisition (as defined in the proxy statement/prospectus)) and related transactions as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020 (the “pro forma financial information”). The financial statements and other financial information filed as Exhibits 99.2 through 99.6 are incorporated herein by reference.

 

The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that 890, BuzzFeed and Complex Networks would have achieved had 890, BuzzFeed and Complex Networks been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that may be achieved following 890’s acquisition of BuzzFeed.

 

The purpose of this Current Report on Form 8-K is to, among other things, file the pro forma financial information and the financial statements and related Management’s Discussion and Analysis of Financial Information discussed above, and to supplement the proxy statement/prospectus with such information. To the extent that information set forth in the pro forma financial information and the financial statements and the related Management’s Discussion and Analysis of Financial Information discussed above differs from or updates information contained in the proxy statement/prospectus, the information contained herein supersedes the information contained in the proxy statement/prospectus.

 

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Additional Information

 

In connection with the Business Combination, the registration statement on Form S-4 (File No. 333-258343) (as amended, the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “SEC”), which includes the related proxy statement and prospectus, as amended by supplement no. 1 dated November 19, 2021. 890’s stockholders and other interested persons are advised to read the Registration Statement and the related proxy statement/prospectus, as supplemented by the information contained in this Form 8-K, and any documents filed in connection therewith, as these materials will contain important information about BuzzFeed, 890 and the Business Combination. The Definitive Proxy Statement and related materials have been mailed to 890’s stockholders who were holders of record as of October 8, 2021. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov. In addition, the documents filed by 890 may be obtained free of charge from 890 at https://www.890fifthavenue.com/#investor-relations. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 890 5th Avenue Partners, Inc., 14 Elm Place, Suite 206, Rye, New York 10580.

 

Participants in the Solicitation

 

890, BuzzFeed and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of 890’s stockholders in connection with the Business Combination. To the extent that such persons’ holdings of 890’s securities have changed since the amounts disclosed in 890’s registration statement on Form S-1, as amended (File No. 333-251650) such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 890’s directors and officers in 890’s filings with the SEC, including the Registration Statement, and such information and names of BuzzFeed’s directors and executive officers are included in the Registration Statement, which includes the proxy statement of 890 for the Business Combination.

 

Disclaimer; Non-Solicitation

 

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 

Forward Looking Statements

 

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or 890’s or BuzzFeed’s future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of BuzzFeed are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties.

 

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These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 890 and its management, and BuzzFeed and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement and plan of merger, dated June 24, 2021, by and among 890, Merger Sub, Merger Sub II and BuzzFeed, as amended; (2) the outcome of any legal proceedings that may be instituted against 890, BuzzFeed, the combined company or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of 890 or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of BuzzFeed as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably; continued market acceptance of, and traffic engagement with, BuzzFeed’s content; expectations, beliefs and objectives for future operations; BuzzFeed’s ability to further attract, retain, and increase its traffic; BuzzFeed’s ability to expand existing business lines, develop new revenue opportunities, and bring them to market in a timely manner; BuzzFeed’s expectations concerning relationships with strategic partners and other third parties; BuzzFeed’s ability to maintain, protect and enhance its intellectual property; future acquisitions or investments in complementary companies, content or technologies; BuzzFeed’s ability to attract and retain qualified employees; the proceeds of the Business Combination and BuzzFeed’s expected cash runway; demand for products and services; technological developments and other potential effects of the Business Combination on BuzzFeed; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations, including revised foreign content and ownership regulations; (10) changes in national and local economic and other conditions and developments in technology, each of which could influence the levels (rate and volume) of BuzzFeed’s subscriptions and advertising, the growth of its businesses and the implementation of its strategic initiatives; government regulation; (11) poor quality broadband infrastructure in certain markets; (12) the possibility that BuzzFeed or the combined company may be adversely affected by other economic, business and/or competitive factors; and (13) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in 890’s Registration Statement on Form S-1 (File No. 333-251650), as amended by the section entitled “Risk Factors” in 890’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 each as filed by 890 with the SEC, and additional risks and uncertainties set forth in other filings with the SEC, including the proxy statement/prospectus, as supplemented.

 

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither 890 nor BuzzFeed undertakes any duty to update these forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release issued by BuzzFeed, Inc., dated November 19, 2021.
99.2   Unaudited condensed consolidated financial statements of BuzzFeed, Inc. as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, and the accompanying notes thereto.
99.3   Management’s Discussion and Analysis of Financial Condition and Results of Operations of BuzzFeed, Inc. for the three and nine months ended September 30, 2021 and 2020.
99.4   Unaudited condensed consolidated financial statements of CM Partners, LLC as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, and the accompanying notes thereto.
99.5   Management’s Discussion and Analysis of Financial Condition and Results of Operations of CM Partners, LLC for the three and nine months ended September 30, 2021 and 2020.
99.6   Unaudited pro forma condensed combined financial information as of September 30, 2021, for the nine months ended September 30, 2021 and for the year ended December 31, 2020, and the accompanying notes thereto.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  890 5th Avenue Partners, Inc.
     
  By: /s/ Adam Rothstein
  Name:   Adam Rothstein
  Title: Executive Chairman
     
Date:  November 19, 2021    

 

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