DIGITAL MANUFACTURING. REIMAGINED.
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Risk Factors, cont.
Risk related to Altimar II and the business combination (cont'd)
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If third parties bring claims against Altimar II or if Altimar II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Altimar II that is not dismissed, the
proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00 (which was the offering price in Altimar II's initial
public offering).
If, after Altimar II distributes the proceeds in the Trust Account to its public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against Altimar
Il that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of Altimar II's board of directors may be viewed as having breached their
fiduciary duties to Altimar II's creditors, thereby exposing the members of Altimar II's board of directors and Altimar II to claims of punitive damages.
Altimar ll's ability to successfully effect the proposed business combination and to be successful thereafter will be totally dependent upon the efforts of key personnel. Past
performance by Altimar II or Altimar II's Sponsor or management team and their respective affiliates may not be indicative of future performance of an investment in Fathom or
the combined company.
In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the
date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and Altimar II's
Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors may decide not to
enforce the indemnification obligations of Altimar II's Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Altimar II's public
stockholders.
Our public stockholders will experience immediate dilution if the Transaction is completed. Having a minority share position may reduce the influence that our current
stockholders have on the management of the combined company.
The proposed business combination will be subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
Altimar II or Fathom may waive one or more of the closing conditions to consummation of the business combination without re-soliciting stockholder approval.
Obtaining required regulatory approvals may prevent or delay completion of the proposed business combination or reduce the anticipated benefits of the proposed business
combination or may require changes to the structure or terms of the proposed business combination.
Altimar II's and Fathom's ability to consummate the Business Combination, and the operations of the combined company following the proposed business combination, may be
materially adversely affected by the continuing effects of the COVID-19 pandemic.
FATHOM
Fathom Proprietary
and Confidential
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