DIGITAL MANUFACTURING. REIMAGINED. slide image

DIGITAL MANUFACTURING. REIMAGINED.

Risk Factors, cont. Risk related to Altimar II and the business combination 然 • • • • • • Directors of Altimar II have potential conflicts of interest in recommending that Altimar II's stockholders vote in favor of the adoption of the merger agreement and the proposed business combination and approval of the other proposals to be described in the proxy statement/prospectus. Altimar II's founders, directors, officers, advisors and their affiliates may elect to purchase Altimar II Class A common stock or Altimar II warrants from public stockholders, which may influence the vote on the proposed business combination and reduce the public "float" of Altimar II's Class A common stock. Altimar II's sponsor will agree to vote in favor of the proposed business combination, regardless of how Altimar II's public stockholders vote. Altimar ll's warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of Altimar II's securities or may make it more difficult for us to consummate the proposed business combination. The combined company will incur significant increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives. The combined company's charter and bylaws to be in effect following the consummation of the proposed business combination and certain Delaware laws contain provisions that may have the effect of delaying, preventing or making undesirable an acquisition of all or a significant portion of the combined company's shares or assets or preventing a change in control. The ability of Altimar II's stockholders to exercise redemption rights with respect to a large number of outstanding Altimar II Class A common stock and the related funding of such redemptions could increase the probability that the proposed business combination would not occur. Completion of the proposed business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. Altimar ll's board has not obtained and will not obtain a third-party valuation or financial opinion in determining whether to proceed with the proposed business combination. Current Altimar II stockholders will own a smaller proportion of the post-Transaction company than they currently own of Altimar II ordinary shares. In addition, following the closing of the Transaction, Altimar II may issue additional shares or other equity securities without the approval of its stockholders, which would further dilute their ownership interests and may depress the market price of its shares. Altimar II's actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information to be included in its proxy statement/prospectus and may not be indicative of what its actual financial position or results of operations would have been. FATHOM Fathom Proprietary and Confidential 43 43
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