Appreciate SPAC Presentation Deck
Risk Factors
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Risks Related to PTIC and the Business Combination (Cont'd)
The ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of key personnel, some of whom may be
from PTIC and the Company, and some of whom may join the Post-Combination Company following the initial Business Combination. The loss of key personnel or the hiring of
ineffective personnel alter the Business Combination could negatively impact the operations and profitability of the post-combination business.
PTIC and the Company expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the
incurrence of these costs will reduce the amount of cash available to be used for corporate purposes by PTIC if the Business Combination is not completed.
PTIC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that PTIC will be unable to continue as
a going concern if PTIC does not consummate an initial business combination by December 8, 2022. Unless PTIC amends its amended and restated certificate of incorporation
and amends certain other agreements into which it has entered to extend the life of PTIC, if PTIC is unable to effect an initial business combination by December 8, 2022, it will
be forced to liquidate and the PTIC warrants will expire worthless.
If third parties bring claims against PTIC, the proceeds held in the trust account could be reduced and the per-share redemption amount received by PTIC's stockholders may
be less than $10.00 per share.
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As a private company, the Company has not been required to document and test its internal controls over financial reporting, nor has management been required to certify the
effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, the Post-
Combination Company may identify material weaknesses in its internal control over financial reporting which could lead to errors in the Post-Combination Company's
financial reporting, which could adversely affect the Post-Combination Company's business and the market price of the Post-Combination Company's securities.
PTIC may, in accordance with their terms, redeem unexpired PTIC warrants prior to their exercise at a time that is disadvantageous to holders of PTIC warrants.
To the extent permitted by applicable law, PTIC's founders, directors, officers, advisors and their affiliates may elect to purchase PTIC shares of Class A common stock or PTIC
warrants from public securityholders, which may influence the vote on the Business Combination and reduce the public "float" of PTIC's shares of Class A common stock.
Even if PTIC consummates the Business Combination, there can be no assurance that PTIC's public warrants will be in the money during their exercise period, and they may
expire worthless.
The ability of PTIC's stockholders to exercise redemption rights with respect to a large number of outstanding PTIC's shares of Class A common stock could increase the
probability that the Business Combination would be unsuccessful.
PTIC is not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, PTIC's stockholders may have no assurance from an
independent source that the price PTIC is paying for the business is fair to PTIC's stockholders from a financial point of view. The PTIC board of directors has not obtained (as
of the date of this presentation) a third-party valuation or financial opinion in determining whether to proceed with the Business Combination, and may not obtain such a
valuation or opinion.
The Company's operating and financial forecasts, which were presented to the PTIC board of directors may not prove accurate.
The Business Combination is subject to conditions including certain conditions that may not be satisfied on a timely basis, if at all.
Past performance by PTIC, including its management team and affiliates, may not be indicative of future performance of an investment in PTIC or the Post-Combination
Company.
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