| Item 7.01. |
Regulation FD Disclosure. |
As previously announced, on April 23, 2023, Altitude Acquisition Corp., a Delaware corporation (“Altitude”), entered into a
business combination agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with Picard Medical, Inc., a Delaware corporation (“Picard”) and the
other parties thereto.
On August 14, 2023, Altitude and Picard issued a joint press release announcing the filing of the preliminary
proxy statement to seek Altitude stockholder approval of the previously announced business combination. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Altitude under the
Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in
this Item 7.01, including Exhibit 99.1.
Important Information About the Mergers and Where to Find It
In connection to the proposed business combination, Altitude has filed with the Securities and Exchange Commission (“SEC”)
preliminary proxy statement, and intends to file a definitive proxy statement. Altitude urges its investors, shareholders and other interested persons to read the preliminary proxy statement, and any amendments thereto and the definitive proxy
statement, when available, as well as other documents filed with the SEC because these documents will contain important information about Altitude, Picard and the business combination. When available, the definitive proxy statement will be mailed to
shareholders of Altitude as of a record date to be established for voting on the proposed business combination. Once available, shareholders will also be able to obtain a copy of the definitive proxy statement and other documents filed with the SEC
without charge, by directing a request to: Altitude Acquisition Corp., 400 Perimeter Center Terrace, Suite 151, Atlanta Georgia 30346. The preliminary and definitive proxy statement, once available, can also be obtained, without charge, at the
SEC’s website (www.sec.gov).
Participants in the Solicitation
Altitude and Picard and their respective directors and executive officers may be considered participants in the solicitation of proxies with
respect to the proposed business combination under the rules of the SEC. Information about the directors and executive officers of Altitude is set forth in Altitude’s annual report on Form 10-K for the
year ended December 31, 2022 filed with the SEC on March 23, 2023, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Altitude Acquisition Corp., 400 Perimeter Center Terrace, Suite 151,
Atlanta Georgia 30346. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Altitude stockholders in connection with the proposed business combination is set forth in the proxy
statement for the proposed business combination. These documents can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K (“Current Report”) and the
exhibit hereto that are not historical facts 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,” “project,” 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 estimates and forecasts of financial and performance metrics and projections of market opportunity, Altitude’s and Picard’s
expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These
statements are based on various assumptions, whether or not identified in this Current Report on or the exhibit hereto, and on the current expectations of the respective management of Altitude and Picard 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 an 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 Altitude and Picard. These forward-looking
