Certain statements contained in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited to, statements with respect to the expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, statements regarding the plans and use of proceeds, future financial condition of Pubco and performance and expected financial impacts of the Business Combination on Pubco’s business, and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:
| · | the failure to realize the anticipated benefits of the Business Combination and any transactions contemplated thereby; |
| · | the outcome of any potential legal proceedings that may be instituted against AVAT, Pubco, MLAC or others following Closing of the Business Combination; |
| · | the failure of Pubco to maintain the listing of its securities on Nasdaq; |
| · | the ability of Pubco to grow and manage growth profitably; |
| · | risks relating to Pubco’s anticipated operations and business, including the success of any future acquisitions; |
| · | Pubco’s ability to retain its management and key employees; |
| · | the risk that issuances of equity or debt securities, including issuances of equity securities in connection with Pubco’s acquisition strategy, may adversely affect the value of Pubco’s common stock and dilute its stockholders; |
| · | the risk that Pubco experiences difficulties managing its growth and expanding operations following the Closing of the Business Combination; |
| · | the price and volatility of AVAX; |
| · | AVAX’s prominence as a digital asset and Avalanche’s ability to serve as part of a new financial system; |
| · | the ability to develop and maintain effective internal controls and procedures or correct the previously identified material weaknesses; |
| · | the macro and political conditions surrounding AVAX, Avalanche and digital assets generally; |
| · | the planned business strategy, including Pubco’s ability to raise capital to continue to acquire additional AVAX, to secure participation and contribution from AVAX holders through in-kind investments, to successfully deploy and apply financial trading strategies or risk-management techniques in its active management of its AVAX holdings; |
| · | generation of AVAX yield through the delegation or staking of AVAX to validators and the deployment of AVAX, digital assets or fiat to traders, market makers, asset managers and other crypto market participants to with the goal of adopting conservative approaches focused on preservation and consistent returns; |
| · | potential growth avenues organically through (i) expanding the talent base, potential product offering and partnerships, and (ii) inorganically through selective minority investments, joint ventures and acquisitions where AVAT believes such transactions have the potential to accelerate the expansion of Avalanche-related capabilities and AVAX accumulation; |
| · | Pubco’s ability to provide its shareholders with differentiated AVAX exposure, including plans and use of proceeds as well as any potential future capital raises; and |
| · | other risks and uncertainties described in this Current Report on Form 8-K, including those under the section entitled “Risk Factors.” |
There may be other risks not presently known to Pubco or that Pubco presently believes are not material that could also cause actual results to differ materially. Analysis and opinions contained in this Report may be based on assumptions that, if altered, can change the analysis or opinions expressed. In light of the significant uncertainties inherent in the forward-looking statements included in this Report, the inclusion of such forward-looking statements should not be regarded as a representation by Pubco that the objectives and plans set forth in this Report will be achieved, and you are cautioned not to place substantial weight or undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date they are made and Pubco disclaims any obligation, except as required by law, to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
