Azerion SPAC Presentation Deck
Risk Factors (4/5)
Risks relating to financial matters, its capital and corporate structure
Azerion is subject to the seasonal nature of gaming and advertising spending.
Azerion will face additional administrative and operational requirements as a result of the listing.
Azerion's bility to raise capital could affect its ability to execute its strategic plans.
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Any pro forma financial information which will be presented in this document is subject to certain
significant assumptions and limitations.
Failure to comply with the covenants, repayment programs, or other obligations contained in the
terms and conditions of Azerion's Bonds could result in an event of default, which could result in an
acceleration of the final maturity date of the Bonds and enforcement of security rights provided in
connection with the Bonds.
Exchange rate fluctuations my affect Azerion's financial condition and results of operations.
The Company relies on its operating subsidiaries to provide it with funds necessary to meet its
financial obligations and its ability to pay dividends or make other distributions may be constrained.
Related party transactions may create potential conflicts of interest.
azerion
Risks relating to holding the shares following the business combination
Following the Business Combination, Principion will be in a position to exert substantial influence over
the Company. The interests pursued by Principion could differ from the interests of the other
Shareholders.
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The price of the Ordinary Shares and the Warrants may be volatile and affected by a number of
factors, some of which are beyond the control of the Company.
Shareholders may not be able to participate in future equity offerings with pre-emptive rights.
Future sales or the possibility of future sales of a substantial number of the Ordinary Shares could
have an adverse effect on the price of the Ordinary Shares and dilute the interests of the
Shareholders.
The ability of Shareholders to bring actions or enforce judgments against the Company or members
of the Management Board and Supervisory Board may be limited.
If securities or industry analysts do not publish or cease to publish research reports on Azerion's
business, or adversely change or make negative recommendations regarding the Ordinary Shares
and/or the Warrants, or if the Company may become subject of "short-selling attacks", the market
price and trading volume of the Ordinary Shares and the Warrants could decline.
An active and liquid trading market for the Ordinary Shares may not develop, the market price may be
volatile and investors may suffer a loss.
The Company's issuance of additional Ordinary Shares will dilute all Shareholders.
Shareholders will experience immediate dilution as a consequence of, among other transactions, the
issuance of Ordinary Shares for the Sponsors & Co-Investors Commitment and the conversion of
Special Shares into Ordinary Shares. Having a minority share position may reduce the influence that
the Company's current Shareholders have on the management of the Company.
The outstanding Warrants, Founder Warrants and Azerion Founder Warrants will become exercisable
in the future, which may increase the number of Ordinary Shares and result in further dilution for the
holders of Ordinary Shares.
Even if the Business Combination is completed, the Warrants may never be in the money, and they
may expire worthless.
There is no guarantee that a Shareholder's decision whether to redeem its shares for a pro rata
portion of the Escrow Account will put the Shareholder in a better future economic position.
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