Matterport has experienced rapid growth and expects to invest in growth for the foreseeable future. If Matterport fails to manage growth effectively, its business, operating results and financial condition would be adversely affected. Matterport’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Matterport’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Matterport’s actual operating results may differ materially from those forecasted or projected. Matterport has a history of losses, and expects to incur significant expenses and continuing losses at least for the near term. Certain of Matterport’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Matterport currently faces competition from a number of companies and expects to face significant competition in the future as the market for spatial data develops. Matterport operates in a new market, and global economic conditions and instability related to COVID-19 and otherwise may adversely affect our business if existing and prospective clients reduce or postpone discretionary spending significantly. Matterport relies on a limited number of suppliers for certain supplied hardware components, and availability of supplied hardware components may be affected by factors such as tariffs or supply disruptions caused by the COVID-19 pandemic. Matterport may not be able to obtain sufficient components to meet its needs, or obtain such materials on favorable terms or at all, which could impair Matterport’s ability to fulfill orders in a timely manner or increase Matterport’s costs of production. If Matterport is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be adversely affected. Matterport has received a voluntary request for information from the Division of Enforcement of the U.S. Securities and Exchange Commission in an investigation relating to certain sales and repurchases of Matterport’s securities in the secondary market. Although Matterport is cooperating fully with the request, Matterport cannot predict the duration or ultimate resolution of the investigation, and cooperating with the request may require significant management time and resources, which could have an adverse effect on Matterport’s business and financial position. Some of Matterport’s facilities are located in an active earthquake zone or in areas susceptible to wildfires and other severe weather events. An earthquake, wildfire or other natural disaster or resource shortage, including public safety power shut-offs that have occurred and will continue to occur in California or other states, could disrupt and harm its operations. If Matterport fails to retain current customers or add new customers, its business would be seriously harmed. Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches and interruption in service, which would harm Matterport’s business. While Matterport to date has not made material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions. Because Matterport stores, processes, and uses data, some of which contains personal information, Matterport is subject to complex and evolving federal, state and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to Matterport’s business practices, increased cost of operations, or declines in customers or retention, any of which could seriously harm Matterport’s business. Matterport’s products are highly technical and may contain undetected software bugs or hardware errors, which could manifest in ways that could seriously harm Matterport’s reputation and its business.· Matterport may need to raise additional funds and these funds may not be available when needed. Matterport’s future growth and success is dependent upon the continuing rapid adoption of spatial data. The spatial data market is characterized by rapid technological change, which requires Matterport to continue to develop new services, products and service and product innovations. Any delays in such development could adversely affect market adoption of its products and services and could adversely affect Matterport’s business and financial results. Matterport may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and adversely affect Matterport’s business. Matterport’s business may be adversely affected if it is unable to protect its spatial data technology and intellectual property from unauthorized use by third parties. Matterport expects to incur research and development costs in developing new products, which could significantly reduce its profitability and may never result in revenue to Matterport. Matterport’s financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause its results for a particular period to fall below expectations, resulting in a decline in the price of the post-combination company’s common stock. Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could affect Matterport’s business and future profitability. As a result of plans to expand Matterport’s business operations, including to jurisdictions in which tax laws may not be favorable, Matterport’s tax rates may fluctuate, tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities and Matterport may be subject to future changes in tax law, the impacts of which could adversely affect Matterport’s after-tax profitability and financial results. Matterport’s reported financial results may be negatively impacted by changes in U.S. GAAP. New Matterport will be an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the post-combination company’s common stock less attractive to investors and may make it more difficult to compare performance with other public companies. New Matterport will incur significantly increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. Privacy concerns and laws, or other regulations, may adversely affect Matterport’s business.Matterport may from time to time may be involved in lawsuits and other litigation matters that are expensive and time-consuming. If resolved adversely, lawsuits and other litigation matters could seriously harm Matterport’s business. Failure to comply with laws relating to employment could subject Matterport to penalties and other adverse consequences. 40