This document is a high-level overview of Matterports TOMs. Last month, however, I was cautious on the shares at their new, higher valuation, suggesting that investors should wait for 2022 before buying the companys stock. Media Handling. This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. Permitted Liens means: Matterport will provide such evidence no more than once per year, in the form of up-to-date attestations, reports or extracts from independent bodies. Section2302 of the CARES Act. quotes delayed at least 15 minutes, all others at least 20 minutes. individually, with respect to all sales or purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each case, other than sales or purchases in the ordinary course of business consistent with (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. If you have an ad-blocker enabled you may be blocked from proceeding. a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately prior to the Effective Time. The fourth quarter is always a down quarter for real estate, so it makes sense that it overall revenue would decrease. required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to the Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to This guidance means another QoQ revenue decline. true, correct and complete and are in effect as of the date of this Agreement. knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parents financial reporting and the preparation of Parents financial statements for external purposes in accordance with GAAP. are rendered inoperative by the Transactions. All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. 2. personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions; (d)there are no Actions pending or, each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet claim, election, disclosure, declaration, information report or return, statement, estimate or other document filed or required to be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and No refunds will be granted as part of a subscription downgrade. Password Management. due, have been properly reflected in the Financial Statements to the extent required under GAAP or other applicable generally accepted accounting practices. Intellectual Property created or developed for the Company or any of its Subsidiaries in the course of such Persons employment or retention thereby (each, an Invention Assignment Agreement). Amazon (AMZN) One of the most recent integrations, announced in December 2021, Matterport is now available on the AWS Marketplace. I would expect this growth to be constrained as management fights both supply chain and hiring issues. the construction or interpretation of any provision of this Agreement. Matterport uses a freemium model to build their subscriber base. However, the fact that it cut its full-year revenue guidance by more than 10% is a pretty big red flag, especially since it merged with a SPAC. Upon the terms and subject to the conditions of this They take real spaces and create what they refer to as "digital twins." These are essentially interactive 3D. This Agreement and Plan of Merger (this Agreement), dated as of February 7, 2021, is entered into by and among Gores Closing Parent Cash means an amount There were a couple highlights for the business that should not be ignored and can be counted as strengths for the company and management team. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. Parent listed onSchedule8.08(b)to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c)the individuals to the Registration Statement, such that the Registration Statement no longer contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which A date to brace for impact. ERISA Affiliate has the meaning specified in Parent SEC Reports). in applicable Laws or GAAP or any official interpretation thereof, in each case, following the date of this Agreement; (ii)any change or development (including any downturn) in interest rates or general economic, political (including relating Anyone can have one fully functional digital twin for free to get them into the ecosystem in hopes that they will see the value and pay for additional functionality. primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. But Matterport is not only targeting real estate. The move "dramatically expands our reach for digitizing spaces using just the phone in. (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its I wrote this article myself, and it expresses my own opinions. event has occurred or condition exists that would reasonably be expected to adversely impact any such plan or result in the loss of the tax-qualified status of such plan. equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or Company Stockholder a letter of transmittal substantially in the form of Exhibit D hereto, with such changes as may be required by Continental, acting in its capacity as the exchange agent (the Exchange Agent), and principles of equity. withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any My long-term thesis is not built on their hardware sales, which also happens to be their lowest margin revenue, so this was not a large concern of mine. required to be paid with respect to any period end prior to the Closing Date); (b) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years Theres even room for more lines. (d) Neither the Company nor any of its Subsidiaries are The dilution due to warrants is only 4.3%, so the maximum logical drop in the stock price that should be ascribed to warrant redemption should be somewhere around 4.3%. Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. 6. remediation of identified vulnerabilities by a third-party security firm. Breach means, with respect to any agreement, a partys knowing and intentional material breach of any of its representations or warranties as set forth in such agreement, or such partys material breach of any of its covenants or reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local material default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, to the knowledge of the Company, by the other parties thereto. Merger), such Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Parent and the Company in writing and specified in the Second Certificate of Merger (the While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, 6.03 No Conflict. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further analogous provision of state, local or foreign Tax law); or (iii)any closing or similar agreement entered into prior to the Closing with a taxing authority. to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or Korea, Syria, and the Crimea region); or (c)majority-owned or controlled by any of the foregoing. All I know is Lucid had a very clear date of Sept 1, which I now realize explains why there was so much shorting activity in the past few weeks. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. Parent. a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of Matterport came public through a reverse merger SPAC. employees, customers or, to the knowledge of the Company, agents, representatives, sales intermediaries or any other Person acting for or on behalf of Company or any of its Subsidiaries, is a Person with whom transactions are prohibited or limited Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, (the items described in this clause (b), the Most Recent Financial Statements, and the items described in clauses (a) and (b) collectively, the Financial Statements). employees), non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, including all employment, consulting, retention, severance, termination, change in control, collective bargaining, incentive, bonus, deferred Company Benefit Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. They are now losing money on every camera they sell, and hardware sales still make up about 30% of their revenue ($32M of $111M in 2021). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. including civil or social unrest, terrorism, acts of war, or sabotage or the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, None of the Company, any of its Subsidiaries or any third party at the direction or authorization of the Company or any of its any business activities other than activities directed toward the accomplishment of the Mergers. Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated Its not its a feature that once you learns understand it can become another catalyst that can help you make money. To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal Company Expenses and Outstanding Parent Expenses pursuant to Section3.09 and the payment of cash in lieu of the issuance of any fractional shares pursuant to Section3.08; (c) the repayment of (a) Parent and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are whether such Company Equity Award is intended to qualify as an incentive stock option or a nonqualified stock option (if applicable)), the date of grant, the vesting schedule (including acceleration events), the number of vested and unvested shares contemplated hereby or thereby (either alone or in combination with any other event) will, in any material respect, violate: (i)any applicable Privacy Laws; (ii)the Companys and its Subsidiaries written privacy policies as Has allowed Matterport to drive the narrative that they are a high growth company guidance of 110MM! 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