What is the meaning of 'safe harbor' in the context of forward-looking statements for Ledgers?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a "safe harbor" for such statements in certain circumstances. The forwardlooking statements include statements or expectations regarding potential impacts of KPMG's resignation, ability and timing to complete the accounting review and audits, comprehensiveness of the Company's accounting review and ability to engage an independent accounting firm and related matters. These statements are based upon current expectations, estimates, projections, beliefs and assumptions of Company management, and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to loss of key personnel or inability to engage accounting personnel as needed; inability to address the previously disclosed accounting matters; identification of additional material weaknesses or significant deficiencies; disagreements or additional reportable events that KPMG may identify in a letter addressed to the SEC pursuant to Item 304 of Regulation S-K; failure to engage an independent accounting firm, complete the audits and re-audits and file any required restatements and periodic reports; adverse effects resulting from the Company's common stock being delisted from the Nasdaq Stock Market LLC; risks relating to the substantial costs and diversion of personnel's attention and resources due to these matters and related litigation and other factors discussed in greater detail in the Company's filings with the SEC. You are cautioned not to place undue reliance on such statements and to consult the Company's most recent Annual Report on Form 10-K and other SEC filings for additional risks and uncertainties that may apply to the Company's business and the ownership of the Company's securities. The Company's forward-looking statements are presented as of the date made, and the Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, a "safe harbor" in the context of forward-looking statements refers to Section 21E of the Securities Exchange Act of 1934. This provision offers a degree of protection for companies when they make predictions or express expectations about future events. These forward-looking statements might concern potential impacts related to events like the resignation of an accounting firm (KPMG), the ability to complete accounting reviews and audits, and the engagement of a new independent accounting firm.
Ledgers' FDD states that these statements are based on the current expectations, estimates, projections, beliefs, and assumptions of the company's management. However, the document explicitly notes that there is no guarantee that these expectations will be accurate. Because these types of statements involve risks and uncertainties, the actual outcomes could significantly differ from what is discussed in the forward-looking statements.
Several factors could cause actual results to vary, including the loss of key personnel, the inability to address previously disclosed accounting matters, the identification of additional material weaknesses, disagreements with the former accounting firm (KPMG), failure to engage a new accounting firm, and adverse effects resulting from the company's stock being delisted. The FDD cautions potential investors not to rely too heavily on these statements and advises them to consult Ledgers' most recent Annual Report on Form 10-K and other SEC filings for a more comprehensive understanding of the risks and uncertainties associated with the company's business and securities. Ledgers also clarifies that it is not obligated to update any forward-looking statements, regardless of new information or future events.