Item 7.01 Regulation FD Disclosure.
As previously announced, Evo Acquisition Corp. (“Evo” or
the “Company”) entered into a business combination agreement (the “Business Combination Agreement”) dated as of
October 18, 2022 with 20Cube Logistics Pte. Ltd. (“20Cube”) and certain other parties. Pursuant to the Business Combination
Agreement, and subject to the terms and conditions thereof, the Company and 20Cube will become subsidiaries of a new public company (such
transaction, the “Business Combination”) to be known as 20Cube Logistics Solutions Ltd. (“Pubco”).
Annexed hereto as Exhibit 99.1 is a transcript of an interview initially
broadcast by Sequire Spotlight on November 11, 2022 with respect to 20Cube and the proposed Business Combination with the Company.
The foregoing (including Exhibit 99.1) is being furnished pursuant
to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation
language in such filings. This Current Report will not be deemed an admission of materiality of any of the information in this Item 7.01,
including Exhibit 99.1.
Important Information About the Business Combination
and Where to Find It
This Form 8-K and the exhibit hereto relate to a proposed Business
Combination between Evo and 20Cube. This Form 8-K and the exhibit hereto do not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection
with the Business Combination, Evo and Pubco intend to file relevant materials with the SEC, including a registration statement to be
filed by Pubco on Form F-4, which will include a proxy statement/prospectus. Security holders are encouraged to carefully review
such information, including the risk factors and other disclosures therein. The proxy statement/prospectus will be sent to all shareholders
of Evo and 20Cube. Evo and Pubco will also file other documents regarding the proposed Business Combination with the SEC. Before making
any voting or investment decision, investors and security holders of Evo and 20Cube are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business
Combination as they become available because they will contain important information about the proposed Business Combination.
Once available, shareholders will also be able
to obtain a copy of the Form F-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by
directing a request to: EVOJ@mzgroup.us. The preliminary and definitive proxy statement/prospectus, once available, and other materials
filed with the SEC, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Evo, 20Cube and Pubco, 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 Evo is set forth in Evo’s annual report on Form 10-K filed with the
SEC on March 28, 2022 and Current Report on Form 8-K filed with the SEC on May 17, 2022., and are available free of charge at the SEC’s
website at www.sec.gov or by directing a request to: Evo Acquisition Corp., 10 Stateline Road, Crystal Bay, NV 89402. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Evo stockholders in connection with
the proposed Business Combination will be set forth in the registration statement containing the proxy statement/prospectus on Form F-4
to be filed by Pubco with respect to the proposed Business Combination when it is filed with the SEC. These documents can be obtained
free of charge from the sources indicated herein.
Forward-Looking Statements
Certain statements included in this Form 8-K and the exhibit hereto are
not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this Form 8-K and the exhibit hereto and on the current expectations of Evo’s
and 20Cube’s respective managements 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 Evo and 20Cube. Some important factors
that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to
a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate 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 following the Business Combination (the “Combined Company”) or the expected benefits
of the Business Combination, if not obtained; the failure to realize the anticipated benefits of the Business Combination; matters discovered
by the parties as they complete their respective due diligence investigation of the other parties; the ability of Evo prior to the Business
Combination, and the Combined Company following the Business Combination, to maintain (in the case of Evo) and to obtain and maintain
(in the case of the Combined Company) the listing of Evo’s shares prior to the Business Combination, and following the Business
Combination, the Combined Company’s shares on Nasdaq; costs related to the Business Combination; the failure to satisfy the conditions
to the consummation of the Business Combination, including the approval of the Business Combination Agreement by the respective stockholders
of Evo and 20Cube, the risk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain
an extension of the stated deadline; the inability to complete a PIPE transaction; the outcome of any legal proceedings that may be instituted
against Evo or 20Cube related to the Business Combination; the attraction and retention of qualified directors, officers, employees and
key personnel of Evo and 20Cube prior to the Business Combination, and the Company following the Business Combination; the ability of
the Combined Company to compete effectively in a highly competitive market; the ability to protect and enhance 20Cube’s corporate
reputation and brand; the impact from future regulatory, judicial, and legislative changes in 20Cube’s’s industry; and, the
uncertain effects of the COVID-19 pandemic or other public health matters; competition from larger technology companies that have greater
resources, technology, relationships and/or expertise; future financial performance of the Combined Company following the Business Combination
including the ability of future revenues to meet projected annual bookings; the ability of the Combined Company to forecast and maintain
an adequate rate of revenue growth and appropriately plan its expenses; the ability of the Combined Company to generate sufficient revenue
from each of our revenue streams; the ability of the Combined Company’s patents and patent applications to protect the Combined
Company’s core technologies from competitors; the Combined Company’s ability to manage a complex set of marketing relationships
and realize projected revenues from subscriptions, advertisements; product sales and/or services; 20Cube’s ability to execute its
business plans and strategy; and those factors set forth in documents of Evo or 20Cube Logistics Solutions Pte. Ltd. filed, or to be filed,
with SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk
Factors” section of the registration statement on Form F-4 and related proxy statement and other documents to be filed by Evo or
20Cube Logistics Solutions Pte. Ltd. from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing
list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
neither Evo nor 20Cube presently know or that Evo or 20Cube 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 Evo’s and 20Cube’s
current expectations, plans and forecasts of future events and views as of the date of this Form 8-K. Nothing in this Form 8-K or the
exhibit heretoshould 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 in this Form 8-K or the exhibit hereto, which speak only as of the date they are made and are qualified in their entirety
by reference to the cautionary statements herein and the risk factors of Evo and 20Cube described above. Evo and 20Cube anticipate that
subsequent events and developments will cause their assessments to change. However, while Evo and 20Cube may elect to update these forward-looking
statements at some point in the future, they each specifically disclaim any obligation to do so, except as may be required by law. These
forward-looking statements should not be relied upon as representing Evo’s or 20Cube’s assessments as of any date subsequent
to the date of this Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Non-Solicitation
This Current Report on Form 8-K and the exhibit
hereto do not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities nor shall there be any sale of 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 any such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the United States Securities Act of 1933, as amended.
