Better SPAC Presentation Deck slide image

Better SPAC Presentation Deck

Summary of Risks Better Risks related to ownership of our common stock 76. There may not be an active trading market for our common stock, which may make it difficult to sell shares of our common stock. 77. Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress the price of our common stock. 78. The price of our common stock may be volatile, and you may be unable to resell your common stock at or above the initial public offering price or at all. 79. There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. 80. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, the price of our common stock and trading volume could decline. 81. We have broad discretion in the use of the proceeds from this proposed transaction and may not use them effectively. 82. Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our common stock. 83. Our amended and restated bylaws that will become effective upon the closing of this proposed transaction provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or team members. 84. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third- party claims against us and may reduce the amount of money available to us. 85. We do not expect to pay any cash dividends for the foreseeable future. 86. Taking advantage of our "emerging growth company" reduced reporting requirements may make our common stock less attractive to investors. 87. We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would materially and adversely affect our business, financial condition, results of operations, and prospects, and the trading price of our common stock. 88. Our financial information for the fiscal year ended December 31, 2020 has not been audited, is preliminary and subject to change. None of our historical financial information has been audited in accordance with PCAOB standards. As a result, our revenues, expenses and profitability for these periods are subject to uncertainty and may differ materially from the amounts set forth herein. We cannot assure you that such financial information would not be materially different if such information had been audited in accordance with PCAOB standards. 89. Our management team has limited experience managing a public company. 90. Our issuance of capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise would dilute all other stockholders. 91. Transformation into a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act and the listing standards of Nasdaq may strain our resources, increase our costs, divert management's attention and disrupt the regular operations of our business, and we may not be able to comply with these requirements in a timely or cost- effective manner. 42
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