8-K Merger Agreement

Since IHS shareholders received enough votes to adopt the IHS merger proposal, the vote on the proposal to adopt the postponement of the IHS special session was not convened, if necessary or appropriately, to obtain additional agents. In conjunction with the implementation of the merger agreement, OAC and some Hims shareholders entered into a revised and revised Investor Rights Agreement (A-R Company Investors Rights Agreement), Hims shareholders agreed not to sell or sell shares of the OAC during the prohibition period described above and (ii) to obtain certain customary registration rights for their shares of New Hims Class Shares. 1. The Proposed Merger Agreement (IHS Merger Proposal) This communication contains forward-looking statements within the meaning of securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often refer to future business and financial performance and financial circumstances and often contain words such as expecting, expecting, planning, believing, seeing, seeing, aiming, similar expressions and variations or negatives of those words. Forward-looking statements of this type relate, to varying degrees, to uncertain facts, such as statements about the conclusion of the proposed transaction and its likely benefits. These and other forward-looking statements, including failure to complete the proposed transaction, to take or take any proposed or other measures necessary to complete such a transaction in a timely manner, or even, are not guarantees for future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in forward-looking statements. The main risk factors that may lead to such a difference include: (i) the conclusion of the merger on predictable terms and dates, including expected tax treatment, unforeseen liabilities, future investments, revenues, expenses, revenues, synergies, economic performance, debt, financial position, (ii) the ability of IHS and Markit to successfully integrate the transaction and achieve the expected synergies, risks and costs, (iii) potential litigation related to the proposed transaction, which could be engaged against IHS, Markit or their respective directors; (iv) the risk of disruption due to the proposed transaction, including current plans and transactions; (v) the ability of IHS or Markit to retain and recruit key personnel, (vi) potential adverse effects or relationship changes resulting from the announcement or conclusion of the transaction, (vii) the availability of the Agency`s capital and financing and rating measures, viii) legislative, regulatory and economic developments, ix) potential trade uncertainty, including changes in trade relations; during the period of operation, which could affect the financial capacity of IHS and/or Markits, (x) certain restrictions during the period of operation, which may affect IHS or Markit`s ability to track certain business opportunities or strategic transactions, and (xi) the unpredictability and severity of catastrophic events, including, but not limited to, one of the factors mentioned above, as well as management`s response.