Item 7.01. Regulation FD Disclosure.
Roivant
Sciences Ltd. (“Roivant”) filed a Schedule 13D disclosing that it entered into a Share Purchase Agreement, dated August 2,
2021 (the “Share Purchase Agreement”), with Immunovant, Inc.
(“Immunovant”), pursuant to which Roivant agreed to purchase 17,021,276 shares of common stock of Immunovant for an aggregate
purchase purchase of $200,000,000. In such Schedule 13D, Roivant further disclosed that, as a result of the Share Purchase Agreement,
Roivant and Immunovant do not intend to further pursue a potential acquisition by Roivant of all of the issued and outstanding shares
of stock of Immunovant not currently owned by Roivant.
The
information in this Item 7.01 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 Montes Archimedes Acquisition Corp. (“MAAC”) under the Securities Act
of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not
be deemed an admission as to the materiality of any information of the information in this Item 7.01.
Additional Information
In
connection with the proposed business combination (the “Business Combination”) between MAAC and Roivant, Roivant has
filed Amendment No. 2 to the registration statement on Form S-4 (the “Registration Statement”) with the SEC that includes a
prospectus with respect to Roivant’s securities to be issued in connection with the Business Combination and a proxy statement
with respect to the stockholder meeting of MAAC to vote on the Business Combination. Stockholders of MAAC and other
interested persons are encouraged to read the preliminary proxy statement/prospectus, as well as the annexes thereto and the other
documents to be filed with the SEC because these documents contain important information about MAAC, Roivant and the Business
Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to
stockholders of MAAC as of a record date to be established for voting on the Business Combination. Stockholders of MAAC may
also obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed or to be filed
with the SEC without charge, by directing a request to: Montes Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo
Park, California 94025. The proxy statement/prospectus to be included in the Registration Statement, once available, can also be
obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
MAAC,
Roivant, their affiliates, and their respective directors and executive officers may be considered participants in the solicitation of
proxies with respect to the Business Combination described in this communication under the rules of the SEC. Information about
the directors and executive officers of MAAC and their ownership is set forth in MAAC’s filings with the SEC, including its Form
10-K for the year ended December 31, 2020 (as amended on May 14, 2021) and subsequent filings, including on Form 10-Q and Form 4, all
of which are or will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Montes
Archimedes Acquisition Corp., 724 Oak Grove Ave., Suite 130, Menlo Park, California 94025. Additional information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of the MAAC stockholders in connection with the Business
Combination is set forth in the Registration Statement containing the preliminary proxy statement/prospectus filed with the SEC. These
documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information
currently available. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future
events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations,
projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the
Business Combination, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or
implied by these forward-looking statements. Although each of MAAC and Roivant believes that it has a reasonable basis for each
forward-looking statement contained in this communication, each of MAAC and Roivant caution you that these statements are based on a
combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, risks
and uncertainties are described in the Registration Statement relating to the Business Combination filed by Roivant with the SEC and
other documents filed by MAAC or Roivant from time to time with the SEC. These filings may 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. Forward-looking statements in this communication include, but are not limited to, statements regarding the Business
Combination, including the timing and structure of the transaction, the proceeds of the transaction and the benefits of the
transaction. Neither MAAC nor Roivant can assure you that the forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability
to complete the Business Combination due to the failure to obtain approval from MAAC’s stockholders or satisfy other closing
conditions in the definitive agreement relating to the Business Combination (the “Business Combination Agreement”), the
occurrence of any event that could give rise to the termination of the Business Combination Agreement, the ability to recognize the
anticipated benefits of the Business Combination, the amount of redemption requests made by MAAC’s public stockholders, costs
related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the Business Combination, the outcome of any potential litigation,
government or regulatory proceedings and other risks and uncertainties, including those included under the heading “Risk
Factors” in the Registration Statement filed by Roivant with the SEC and those included under the heading “Risk
Factors” in MAAC’s annual report on Form 10-K for year ended December 31, 2020 (as amended on May 14, 2021) and in its
subsequent quarterly reports on Form 10-Q and other filings with the SEC. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a representation or warranty by MAAC, Roivant, their
respective directors, officers or employees or any other person that MAAC and Roivant will achieve their objectives and plans in any
specified time frame, or at all. The forward-looking statements in this communication represent the views of MAAC and Roivant, as
applicable, as of the date of this communication. Subsequent events and developments may cause that view to change. However, while
MAAC and Roivant may elect to update these forward-looking statements at some point in the future, there is no current intention to
do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as
representing the views of MAAC or Roivant as of any date subsequent to the date of this communication.
Disclaimer
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of MAAC or Roivant,
nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.