W3BCLOUD SPAC | PitchSend

Disclaimer (continued) Forward Looking Statements All statements other than statements of historical facts contained in this Presentation are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics (including Revenue, EBITDA, EBITDA Margin and Capex), projections of industry supply and demand, pricing and market opportunity, the satisfaction of the closing conditions to the potential Private Placement, the potential business combination and related transactions, the level of redemptions by SLAC's public stockholders and the timing of the completion of the potential business combination, including the anticipated closing date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of W3BCLOUD's, US Holdco's and SLAC's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of W3BCLOUD, US Holdco and SLAC. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the stockholders of SLAC is not obtained; (iii) the ability to maintain the listing of the combined company's securities on the stock exchange; (iv) the inability to complete any private placement financing or the completion of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current plans and operations of SLAC or W3BCLOUD as a result of the announcement and consummation of the transaction described herein; (vi) the risk that any of the conditions to closing are not satisfied in the anticipated manner or on the anticipated timeline; (vii) the failure to realize the anticipated benefits of the proposed business combination; (viii) risks relating to the uncertainty of the projected financial information with respect to W3BCLOUD and costs related to the proposed business combination; (ix) risks related to the rollout of W3BCLOUD's business strategy and the timing of expected business milestones; (x) the effects of competition on W3BCLOUD's future business and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xi) risks related to domestic and international political and macroeconomic uncertainty; (xii) the outcome of any legal proceedings that may be instituted against SLAC, W3BCLOUD, US Holdco or any of their respective directors or officers, following the announcement of the potential business combination; (xiii) the amount of redemption requests made by SLAC's public stockholders; (xiv) the ability of SLAC or the combined company to issue equity, if any, in connection with the proposed business combination or to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xvi) risks related to digital assets technology, industry and regulations; (xvii) changes in laws and regulations; and (xviii) those factors discussed in SLAC's Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, in each case, under the heading "Risk Factors," and other documents of SLAC to be filed with the SEC. If any of these risks materialize or SLAC's or W3BCLOUD's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SLAC, US Holdco, or W3BCLOUD presently know or that SLAC, US Holdco and W3BCLOUD currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SLAC's, US Holdco's and W3BCLOUD's expectations, plans or forecasts of future events and views as of the date of this Presentation. SLAC, US Holdco and W3BCLOUD anticipate that subsequent events and developments will cause SLAC's, US Holdco's and W3BCLOUD's assessments to change. However, while W3BCLOUD or US Holdco may elect to update these forward-looking statements at some point in the future, W3BCLOUD and US Holdco specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing W3BCLOUD's or US Holdco's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Industry and Market Data This Presentation contains certain industry market data, including assumed future Web3 adoption growth and assumed future prices of Ethereum, Filecoin, Pocket Network and other digital assets, that are based exclusively on W3BCLOUD management's estimates and calculations, which W3BCLOUD management has derived from its review and interpretation of third party sources, internal research and knowledge of the industries in which W3BCLOUD operates. While W3BCLOUD management believes such data is reasonable, there are inherent challenges and limitations involved in compiling data from various sources and making conclusions therefrom, and neither W3BCLOUD, US Holdco or SLAC have independently verified market or industry data from third party sources. Estimates, forecasts, projections or similar methodologies are inherently subject to uncertainties, are subject to a number of assumptions that are beyond the control of W3BCLOUD, US Holdco and SLAC and actual events or circumstances may differ materially from events or circumstances that are assumed in this information. For example, the Web3 user base has increased significantly over the past 2 years. In addition, the prices of Ethereum, Filecoin, Pocket Network and other digital assets have fluctuated significantly since 2020. There can be no assurance that W3BCLOUD's estimates regarding future Web3 user base growth and future prices of Ethereum, Filecoin and other digital assets will be accurate, and deviations could be material. Readers of this Presentation are encouraged to make their own assessments of future Web3 adoption growth and the factors that will impact such growth. See also "Use of Projections" paragraph below. Use of Projections This Presentation contains projected financial information with respect to W3BCLOUD, including, but not limited to, estimated results for fiscal years 2022 and 2023. Such projected financial information constitutes forward-looking information and are presented as goals or an illustration of the results that could be generated given a set of hypothetical assumptions that may prove to be incorrect. Such projected financial information should not be viewed as guidance and is not based on W3BCLOUD's historical operating results, which are limited, and should not be relied upon as necessarily indicative of future results or W3BCLOUD's actual economics. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties, a number of which are beyond the control of either W3BCLOUD, US Holdco or SLAC, and subject to change that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-Looking Statements" paragraph above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither SLAC's, US Holdco's or W3BCLOUD's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. W3B CLOUD M