Item 8.01 Other Events.
A copy of the press release
with respect to the Business Combination is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking Statements
Certain statements included in this report
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 report and on the current expectations of Better World’s and Heritage’s
respective management 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 Better World and Heritage. Some important factors that could cause actual
results to differ materially from those in any forward-looking statements could include, without limitation, changes in business, market,
financial, political and legal conditions.
These forward-looking statements are subject
to a number of risks and uncertainties, including, without limitation, the inability of the parties to successfully or timely consummate
the transactions contemplated by the Business Combination Agreement (collectively, the “Transaction”); the failure to realize
the anticipated benefits of the Transaction; the ability of Better World prior to the Transaction, and Pubco following completion of the
Transaction, to maintain (in the case of Better World) and to obtain and maintain (in the case of Pubco) the listing of Better World’s
shares prior to the Transaction, and, following the Transaction, Pubco’s shares, on the Nasdaq Capital Market; costs related to
the Transaction; the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Business
Combination Agreement by the stockholders of Better World, the risk that the Transaction 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 transaction financing; the outcome of
any legal proceedings that may be instituted against Better World or Heritage related to the Transaction; the attraction and retention
of qualified directors, officers, employees and key personnel of Better World and Heritage prior to the Transaction, and Pubco following
the Transaction; the ability of Pubco to compete effectively in a highly competitive market; the ability to protect and enhance Heritage’s
corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in Heritage’s industry; the
uncertain effects of the COVID-19 pandemic or other public health matters; competition from larger companies that have greater resources,
technology, relationships and/or expertise; the future financial performance of Pubco following the Transaction, including the ability
of future revenues to meet projected annual projections; the ability of Pubco to forecast and maintain an adequate rate of revenue growth
and appropriately plan its expenses; Pubco’s ability to manage a complex set of marketing relationships and realize projected revenues
from subscriptions, advertisements, product sales and/or services; Heritage’s ability to execute its business plans and strategy;
Pubco’s ability to secure the attention and focus of its distributor and retailer buyers to support the level of growth anticipated
in Pubco’s business plans; Pubco’s ability to negotiate terms with Native American tribes in accordance with Pubco’s
business plans; the potential difficulty of enforcing certain provisions in agreements with Native American tribes due to their sovereign
status; the ability to ensure product consistency, quality control and presentation of the Heritage brand and products in locations owned
by third parties; the length of time required to receive approval from Native American tribes, various related entities and Federal regulators
with regulatory oversight of the Federal-tribal relationship; and those factors set forth in documents of Better World or Pubco filed,
or to be filed, with the U.S. Securities and Exchange Commission (“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 S-4 and related proxy statement/prospectus and other documents to be filed by Better World or Pubco 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.
Participants in the Solicitation
Better World and Heritage and their respective
directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction
described in this report under the rules of the SEC. Information about the directors and executive officers of Better World is set forth
in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022, and is available free of
charge at the SEC’s website at www.sec.gov or by directing a request to: Better World Acquisition Corp., 775 Park Avenue, New York,
New York 10021. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
Better World stockholders in connection with the proposed Transaction will be set forth in the registration statement on Form S-4 containing
a proxy statement/prospectus to be filed by Pubco with the SEC with respect to the proposed Transaction. These documents can be obtained
free of charge from the sources indicated herein.
Important Information About the Transaction and Where to Find
It
This report relates to a proposed Transaction
between Better World and Heritage. This report does 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 Transaction
described herein, Better World and Heritage intend to file relevant materials with the SEC, including a registration statement on Form
S-4 to be filed by Pubco, 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 stockholders of Better World.
Better World and Pubco will also file other documents regarding the proposed Transaction with the SEC. Before making any voting or
investment decision, investors and security holders of Better World 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 Transaction as they become available
because they will contain important information about the proposed Transaction.
Non-Solicitation
This report does 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 described herein 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 U.S. Securities Act of 1933, as amended.