DIGITAL MANUFACTURING. REIMAGINED. slide image

DIGITAL MANUFACTURING. REIMAGINED.

• • • • • • • • Risk Factors, cont. Risks related to Fathom's Business and Industry (cont'd) 然 Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by Fathom to comply with these regulations could substantially harm its business and results of operations. Fathom may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. Any acquisition, strategic relationship, joint venture or investment could disrupt Fathom's business and harm its operating results and financial condition. Fathom's business involves the use of hazardous materials, and it and its suppliers must comply with environmental laws and regulations, which can be expensive and restrict how Fathom does business. If Fathom is unable to meet regulatory quality standards applicable to its manufacturing and quality processes for the parts it manufactures, its business, financial condition or operating results could be harmed. • Fathom is subject to payment-related risks. • Fathom has a history of losses and we may not be able to achieve and, if achieved, maintain profitability. Fathom's independent auditors have expressed substantial doubt about its ability to continue as a going concern because the committed financing necessary to repay Fathom's $172 million term loan due April 2022 is contingent on the closing of the Transaction. Risks related to being a Public Company Fathom's management team has limited experience managing a public company and may not successfully or effectively manage Fathom's transition to public company status. As with any public company, Altimar II may be subject to securities litigation, which is expensive and could divert management's attention. Fathom's internal control over financial reporting may not be effective detecting or preventing material errors at a reasonable level of assurance. Risks related to organizational structure and ownership Fathom's organizational structure following the proposed business combination, including the tax receivable agreement described below, provides certain benefits to the continuing owners of Fathom that will not benefit Class A common stockholders to the same extent as it will benefit such continuing owners of Fathom. Altimar II's principal asset after the completion of the transaction will be its interest in Fathom, and, accordingly, it will depend on distributions from Fathom to pay taxes and expenses, including payments under a tax receivable agreement with the continuing equity owners of Fathom that requires Fathom to make cash payments to them in respect of certain tax benefits to which Altimar II may become entitled, and it is expected that the payments Altimar II will be required to make under such agreement will be substantial. CORE Industrial Partners will own a significant interest in the combined company and its interests may conflict with the interests of Fathom and the Class A common stockholders. FATHOM 41 Fathom Proprietary and Confidential
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