Allwyn SPAC | PitchSend

Risk factors The risks presented below are certain of the general risks related to SAZKA Entertainment AG (or PubCo following the closing of the Business Combination) (the "Company") (the Company, together with its subsidiaries, joint ventures and associates, the "Group"), Cohn Robbins Holdings Corp. ("SPAC") and the proposed business combination between the Company and SPAC (the "Business Combination") and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. You should carefully consider these risks and uncertainties, and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering before making an investment decision. Risks relating to the business of the Company will be disclosed in future documents filed or furnished by the Company and SPAC with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and SPAC and the Business Combination, and may differ significantly from, and be more extensive than, those presented below. Risks Related to the Group's Industry and Business The effects of the COVID-19 pandemic and related public health measures have affected how the Group operates its businesses and how consumers interact with the Group; the duration and extent to which the pandemic and related public health measures will impact the Group's businesses, future results of operations and cash flows remains uncertain. The lottery and gaming industry is highly regulated; gaming regulation is continually developing and the regulations to which the Group is subject could become stricter. The Group's businesses are required to obtain and maintain licenses and concessions in order to operate in each jurisdiction and, in certain circumstances, their ability to do so may be dependent on their shareholders and directors also meeting specific regulatory requirements in order to maintain the licenses and concessions of the Group's businesses. The Group's businesses are exposed to risks related to the potential loss of their exclusive rights to operate the Group's business activities under their licenses and concession agreements and/or of alteration or termination of their licenses prior to their expiration, and their licenses may also be challenged by potential competitors. ● . ● ● ● ● ● ● ● ● . ● ● ● . ● 44 The Group's businesses could be subject to changes in tax regimes, tax audits, tax penalties, and special levies and fees, including specific gaming sector taxes. The Group's businesses may not be able to respond to changes in technology or successfully modify their product offerings to satisfy the future technological demands of their customers. Actions by governments, political and market conditions, economic downturns or other macroeconomic factors beyond the Group's control in the countries in which the Group's businesses operate could have an adverse effect on the Group's businesses, results of operations, and financial condition. Competition within the global entertainment and gaming industries is intense and if the Group fails to compete effectively, its existing and potential users may be attracted to competitors or to competing forms of entertainment such as television, movies, online gaming, and sports betting, as well as other entertainment and gaming, options on mobile devices and web applications. If the Group's offerings do not continue to be popular, we could experience, among other things, price reductions, reduced margins and loss of market share, and the Group's businesses, financial condition, and results of operations could be harmed. The Group's businesses may be adversely affected by the illegal lottery and gaming market and competitors whose legal status is unclear. The Group may not be able to successfully source, originate, execute, integrate and manage business acquisitions or may fail to obtain the expected benefits from existing or future strategic investments, partnerships and acquisitions. The Group does not wholly own several of the entities that operate the Group's businesses and that account for a substantial portion of the Group's Gross Gaming Revenues ("GGR"), and the Group is party to shareholder agreements with the other shareholders of such entities that contain a number of protective provisions in favor of such other shareholders. The Group's businesses are exposed to risks arising from using a network of agents to distribute its products. The Group's businesses are dependent on a relatively low number of suppliers of technology infrastructure and support. The Group's business model depends upon the continued compatibility between the Group's platforms and the major mobile operating systems and upon third-party platforms for the distribution of the Group's product offerings. If the main app stores prevent users from downloading the Group's apps, the Group's ability to grow its revenue, profitability and prospects may be adversely affected. The Group's businesses, and certain third parties the Group relies on, may fail to maintain effective compliance procedures and policies for anti-money laundering, anti-bribery, fraud detection, anti-corruption, economic sanctions programs, regulatory compliance, and risk management processes. Negative perceptions and publicity about the lottery and gaming industry could lead to negative socio-cultural reactions and more restrictive regulations. The operating systems and networks of the Group's businesses are exposed to risks associated with technical failures and security breaches caused by human error, problems relating to technology, natural disasters, sabotage, viruses, and similar events. The operating systems and networks of the Group's businesses are exposed to risks associated with its own growing technical infrastructure needs and reliance on third-party technology providers. The gaming operations of the Group's businesses, in particular the sports betting operations, can be affected by pay-out fluctuations or betting outcomes. The sports betting operations of the Group's businesses are significantly affected by the timing and frequency of sporting events during the calendar year. The Group's businesses may be unable to successfully maintain and enhance their brands. Lotteries and games are subject to changing consumer preferences. If the Group's internal controls are ineffective, its operating results and market confidence in its reported financial information could be adversely affected. The online offerings of the Group's businesses are part of a new and evolving industry which presents significant uncertainty and business and regulatory risks. allwyn