W3BCLOUD SPAC
Risk Factors
Risks Related to Operating as a Public Company
The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management's attention, make us incur increased costs, and affect our ability to
attract and retain executive management and qualified board members.
The trading price of our common stock may be volatile, and purchasers of our common stock could incur substantial losses.
The dual class structure of our common stock has the effect of concentrating voting control with the W3BCLOUD founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a
change in control.
We cannot predict the impact our dual class structure may have on our share price.
Because we will be a "controlled company" within the meaning of the NYSE and Nasdaq rules, our shareholders may not have certain corporate governance protections that are available to shareholders of companies that are not controlled companies.
The price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.
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Future sales of our common stock, or the perception that such sales may occur, could depress our share price.
We are an "emerging growth company" and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.
• Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Our Amended and Restated Bylaws will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders'
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
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Risks Related to the Business Combination
The Business Combination may be materially adversely affected by world health events, including the COVID-19 pandemic.
There can be no assurance that our securities will be approved for listing on the stock exchange or that we will be able to comply with the continued listing standards of the stock exchange.
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The Business Combination may not successfully be consummated and this may, among other things, result in certain investors retaining securities that may not be freely transferable.
Following the consummation of the Business Combination, we may be subject to restructuring, impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our common stock,
which could cause investors to lose some or all of their investment.
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Following the consummation of the Business Combination, we will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our common stock may decline.
Our ability to successfully effect the Business Combination and to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of the Company, all of whom are expected to stay with us following the
Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the Company.
If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and
trading volume of our securities could decline.
General Risk Factors
Adverse economic conditions may adversely affect our business.
We may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as terrorism and international hostilities, that could disrupt our business operations, and our business continuity and disaster
recovery plans may not adequately protect us from a serious disaster.
Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect our business, financial condition or results of operations.
If any convertible notes issued or to be issued by us or SLAC remain outstanding after the consummation of the Business Combination, they 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.
We may not have the ability to raise the funds necessary to repay the convertible notes in cash at their maturity, and our future debt may contain limitations on our ability to pay cash upon repurchase of the convertible notes.
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.
W3B CLOUD
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