Boxed SPAC Presentation Deck

Risk Factors If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, we may be unable to increase net revenue, improve gross margins and achieve profitability. We may be unable to accurately forecast net sales and appropriately plan our expenses in the future. We operate in a market that is rapidly evolving and in which face intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business. We have a history of operating losses and expect to have increasing operating losses and negative cash flow as we continue to expand our business. We only recently launched our licensing and SaaS operations and have limited experience in successfully delivering such services to customers or in marketing the offerings to a broader customer set. Our results of operations and future revenue prospects will be harmed if we are unable to increase the adoption of our offerings. Changes in product costs and availability could materially and adversely affect our business. We may be unable to source additional, or strengthen our existing relationships with, suppliers. In addition, the loss of any of our key suppliers would negatively impact our business. Food safety, quality, and health concerns could affect our business. If we fail to develop and successfully introduce new B2C and B2B offerings, or fail to maintain existing products and services that are significant to our providers and customers, or if we are unable to anticipate and respond to rapid changes in technology or industry trends, our business, growth expectations, and financial condition may be materially and adversely affected. 10. If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer. 11. Packaging and shipping products are critical parts of our business and any changes in, or disruptions to, our packaging and shipping vendor arrangements could adversely affect our business, financial condition, and results of operations. 1. 2. 3. 4. 5. 6. 7. 8. 9. 12. Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through our marketing efforts, our ability to attract new customers may be impaired. 13. The performance of our B2C and B2B offerings may be adversely affected by changes in the nature in which businesses are operated following the COVID-19 pandemic and by the timing and long-term approach toward the return to traditional workplaces and work schedules. 14. Certain trends relating to the COVID-19 pandemic have positively impacted our B2C offerings, but there can be no assurances that these impacts will be sustained through the remainder of the pandemic or in subsequent periods. 15. We rely on the performance of members of management and highly skilled personnel, and we are unable to attract, develop, motivate and retain well-qualified employees, including due to evolving labor dynamics, our business could be harmed. 16. If we do not successfully optimize, operate and manage the expansion of the capacity of our fulfillment centers, or if we lose access to one or more of our fulfillment centers, our business, financial condition, and results of operations could be harmed. 17. Our business will suffer if the market for our solutions proves less lucrative than projected or if we fail to effectively acquire and service customers. 18. If our platform fails to perform properly or if we fail to develop enhancements to resolve performance issues or respond to other user concerns, we could lose customers, become subject to performance or warranty claims, or incur significant costs. 19. Our licensing and SaaS operations are susceptible to risks associated with international operations and the use of our platform in various countries, including in emerging markets, as well as our ability to localize our platform in such countries. 20. The growth of our business depends on our ability to accurately predict consumer trends, successfully introduce new products, improve existing products, attract suppliers to list such products and expand into new offerings to respond to our users' and suppliers' changing needs. 21. Our business is moderately seasonal and weak performance during one of our historically strong seasonal periods could have a material adverse effect on our operating results for the entire fiscal year. 22. We outsource the manufacturing of our private label brand products and, as a result, any issues relating to the manufacturing of such private label brand products or claims arising from any injury or illness allegedly caused by such products could adversely affect the reputation of our private label brands or our results of operations. 23. Because we recognize net revenue from licensing arrangements over the term of an agreement, downturns or upturns in sales are not immediately reflected in full in our operating results. 24. Our Convertible Notes to be issued and outstanding after consummation of the PIPE Financing and the Business Combination may impact our financial results, result in the dilution of existing shareholders, create downward pressure on the price of our common stock, and restrict our ability to raise additional capital or take advantage of future opportunities. 25. We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes, repurchase the Convertible Notes upon a fundamental change or repay the Convertible Notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Convertible Notes. 26. We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the Convertible Notes when due. 27. We may need to raise additional capital in the future to execute our business plan, which may not be available on terms acceptable to us, or at all. 28. Non-compliance with privacy and information security laws, especially as it relates to maintaining the security of customer-related personal information, may damage our business and reputation with members, or result in our incurring substantial additional costs and becoming subject to litigation. 29. Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, the Boxed Sites and marketing activities. 30. We rely on a single payment processor to provide the technology we utilize to process payments for the Boxed Sites and to offer to our customers. 31. Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our website and mobile applications and our financial results. 32. Our business depends on network and mobile infrastructure, our third-party data center hosting facilities, other third-party providers, and our ability to maintain and scale our technology. Any significant interruptions or delays in service on our website or mobile applications or any undetected errors or design faults could result in limited capacity, reduced demand, processing delays, and loss of customers or suppliers. A failure to adequately resolve such defects and implement new systems could harm our business and adversely affect our results of operations. 33. We are subject to extensive state and federal laws and governmental regulation, including consumer protection, alcohol beverage, and website accessibility, that could impact the use of our products and potentially subject us and our users to regulatory enforcement or private litigation. We may incur material liabilities under, or costs in order to comply with, existing or future laws and regulation, and our failure to comply may result in enforcements, recalls, and other adverse actions. 34. We may be unable to adequately protect our brand and our other intellectual property rights. 35. Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations. 36. We are subject to risks related to online transactions and payment methods. 37. Our business could be adversely affected by increased labor costs or labor shortages. 38. If we fail to manage our growth effectively, our business, financial condition and operating results could be harmed. 53