W3BCLOUD SPAC

Risk Factors Risks Related to W3BCLOUD's Financial Condition There is no assurance that we will achieve profitability or that our revenue and business models will be successful. We may experience fluctuations in our quarterly operating results. Our financial forecasts, which were presented to SLAC's board of directors, may not prove accurate. Our Irish incorporation subjects us to both United States and international tax laws with respect to the structure and operations of our business, which are subject to continued scrutiny and change by governments that could have a material adverse effect on our results of operations and the ability to utilize cash in a tax efficient manner. Future developments regarding the treatment of digital assets for U.S. federal, state, local and foreign tax purposes could adversely impact our business. Our ability to use any current or future net operating loss to offset future taxable income may be subject to certain limitations under U.S. or foreign law. The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected. If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected. We might require additional capital to support business growth, and this capital might not be available or may require shareholder approval to obtain. The prices of digital assets are extremely volatile, and price fluctuations may adversely impact the value of digital assets that we hold. We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions. ● . . . · . Risks Related to W3BCLOUD's Employees and Other Service Providers The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, financial condition and results of operations. Our officers, directors, employees and large shareholders may encounter potential conflicts of interests with respect to their positions or interests in certain entities, and other initiatives, which could adversely affect our business and reputation. Risks Related to Government Regulation We are subject to an extensive and rapidly evolving regulatory landscape, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition. We process limited customer and employee data and may obtain and process additional customer data in the future. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business. . . The cryptoeconomy is novel and has little to no access to policymakers or lobbying organizations, which may harm our ability to effectively react to proposed legislation and regulation of digital assets or digital asset platforms adverse to our business. The limited rights of legal recourse available to us expose us and our investors to the risk that any digital assets we hold may become missing, lost or stolen. It may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets in one or more countries, and ownership of, holding, or trading in our securities may also be considered illegal and subject to sanction. Our compliance and risk management programs and methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, regulatory status and financial condition. We may outsource some of our Know Your Customer and other compliance obligations to third parties. We are subject to risks associated with our need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to compute infrastructure providers, such as ours. If a digital asset is deemed to be a "security" or a "commodity" in any relevant jurisdiction, that may have an adverse impact on the transferability of and market demand for the digital asset, may expose us to regulatory scrutiny, investigations, fines and requirements, including registration and licensure, which may adversely affect our business, financial condition and results of operations. • Our status under the Investment Company Act of 1940 could be challenged. Our failure to comply with U.S. and foreign economic sanctions, export controls, and other trade laws and regulations could adversely affect our reputation and have a material adverse effect on our business. ● ● Risks Related to Intellectual Property Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, financial condition and results of operations. In the future we may be sued by third parties for alleged infringement of their proprietary rights. Our services, including the block where the Ethereum, Filecoin and Pocket Network protocols are built, contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business. . . . W3B CLOUD 35

View entire presentation