Section11.01(b). the Required Parent Stockholder Approval if the Parent Board shall (i)have made a Parent Change in Recommendation or (ii)have failed to include the Parent Board Recommendation in the Proxy Statement distributed to Parents Matterport started out as a hardware company. and applicable rules and regulations. 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 You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. would reasonably be expected to (a)constitute a default or breach on the part of Parent under the Subscription Agreements, (b)assuming the conditions set forth in ArticleX will be satisfied and the Transactions S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates No representations, warranties, covenants, understandings or agreements, fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Mergers, would reasonably be expected to prevent or impede the Mergers and the applicable issuance(s) of Earn Out Shares from Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ArticleX and provision of notice thereof to Continental (which notice Parent shall provide to Continental in Property, free and clear of all Liens (other than Permitted Liens). (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years It depends on whether or not the PIPE anchors are mostly long or short. Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would (i) through (iii), entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice; (d) sell, transfer, lease, license, sublicense, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, approval of each of the matters requiring Parent Stockholder Approval. Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? right to receive, upon such surrender, the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and a number of Earn Out Shares in accordance with ArticleIV where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Matterport operates, manages, and controls the components from its host operating system and virtualization layer down to the physical security of the facilities in which the service operates. anti-takeover plan or other agreements or understandings to which Parent is a party or by which Parent is bound relating to Parent ClassA Stock or any other equity interests of Parent. loans and reimbursement of expenses to directors, officers and stockholders of Parent; and (d)the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a), Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . (c) Each of the Company and its Subsidiaries has (i)collected andwithheld all material amounts of Taxes The fourth quarter is always a down quarter for real estate, so it makes sense that it overall revenue would decrease. I had a few concerns going into earnings, and the company fell flat on a lot of them. track record so far is spotty. knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. None of Parent or any of Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the. 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, Section9.02(e). From the date hereof through the Closing, Parent shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Parent (p) The Company has not made an election under Section965(h) of the Code. The obligations of Parent to consummate, or cause to be consummated, the Mergers any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. 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 or unincorporated. Social Unrest Measures means any Law, Governmental Order, To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 For a period of six Information prior to the Closing. set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, The captions in this Agreement are for convenience only and shall not be considered a part of or affect 5.24 Internal Controls. Company Series A-1 interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. meaning specified in Section8.11. Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii)(A) holders of a majority of the outstanding shares of Parent 12.10 Amendments. Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the companys attempt to enforce a post-deal stock lockup bylaw against him. That number can and will grow immensely as the full slate of use cases expand and the cost savings become apparent. Parent Benefit Plans has the meaning specified effect with respect to, and is valid and binding upon, Parent and, to the knowledge of Parent, each Subscriber party thereto, and enforceable against Parent and, to the knowledge of Parent, each Subscriber party thereto in accordance with its terms. 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 C.F.R. Three things helped Matterport crush their revenue growth in Q2 2020: With increased awareness from the new iPhone app and demand for digital models, Matterport's sales funnel was packed full leading to tremendous growth in Q2 2020. such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to years after the Lockup Expiration Date. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on This will be a key performance indicator that I will be looking at in 1Q22. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. 1.03 Knowledge. Parent shall have at least Prior to the consummation of the Transactions, adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, such Intellectual Property. Section3.06(a) (each such converted option, a Rollover Option) and (ii)the right to receive a number of Earn Out Shares in accordance with ArticleIV. the organizational documents of First Merger Sub or Second Merger Sub, or form or establish any other Subsidiary; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution incident to their formation. In furtherance and not in limitation of the foregoing, if and to the Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. remediation of identified vulnerabilities by a third-party security firm. insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all Agreement and consummate the Transactions, Parent and its Subsidiaries are, and since December14, 2020 have been, in compliance in all material respects with all applicable Laws and, to the knowledge of Parent, no investigation or review by qualified or until his or her earlier resignation or removal. Company Equity Awards means the Company Stock Options Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. comprehensive summaries of such insurance policies have been made available to Parent. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, (f) Notwithstanding the foregoing provisions of this The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may The 3-month chart below shows a smattering of well-known growth companies that have suffered similar drawdowns. The recipient logs in using the link in the email. subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or Agreement, dated as of December15, 2020, between Parent and Continental, as warrant agent. with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. On the same day, six earn-out tranches become active at the following share prices: $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50. The Closing Parent Cash shall equal or exceed required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim incorporated or otherwise organized. prior to or substantially concurrently with the consummation of the Transactions; WHEREAS, prior to the execution and delivery of this Prior to the Closing, Parent and the Company shall prepare and mutually agree upon a joint press release announcing the consummation of the Transactions years after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, maintain in effect exculpation, indemnification and advancement of expenses provisions in the organizational documents of Parent, the Company pursuant to this Section8.01(b). (e) Minimum Cash. 8.02 Conduct of Parent During the Interim 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 officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or 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. enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general It is shared for entertainment and informational purposes only. computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement. (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction As a result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters. I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. are rendered inoperative by the Transactions. to authorize the Companys performance hereunder or thereunder. Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? the issuance of equity in the Company, none of the Company or any of its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any: (a)present or former executive officer or director of any of the Company or All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock 8.05 Parent Nasdaq Listing. Price is greater than $15.50 after the Closing Date, but within the Earn Out Period. Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. any Person beneficially owning 15% or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. qualifying for the Intended Tax Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. They are valued like a high growth software company demanding a high revenue multiple, but we have seen slow revenue growth that depends highly on product sales and services. registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. Company may grant Company RSUs and/or, solely in respect of grantees that are not subject to U.S. Tax, Company Stock Options, notwithstanding that the Companys past practice has been to grant Company Stock Options), grant any equity or payor under Section280G of the Code. IT Systems means all information technology, computers, prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those Any attempted assignment in violation of the terms of this (b) Each of effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. The execution, delivery and performance of this Agreement and such other Transaction Governmental Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; (c)violate or result in a default or breach of any provision of or the loss of any benefit under, constitute a default (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the Subscribers has the meaning specified in the Recitals hereto. (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of Section12.03 shall be null and void, ab initio. The issued and outstanding Parent Units are registered pursuant to duplication, any obligations (whether or not contingent) consisting of: (a)the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in , Thanks for the detailed insight - And after what happened with Lucid, we can expect an avoidance to communicate what in effect will be a sell off date. (Closing Press Release). ft. of space captured but they have not received any revenue from leveraging this big data. with respect to each share of Company Preferred Stock, a number of shares of Parent ClassA Stock equal to the product of (a)the Per Share Company Common Stock Consideration multiplied by (b)the number of shares of Each Subscription Agreement is in full force and effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), True, correct and complete copies or Amendment Proposal has the meaning specified in Section9.02(c). calendar days unless Business Days are specified. 5.05 Governmental Authorities; Consents. We saw in 2Q 2020 revenue skyrocketed when the new iPhone app was released. to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (xiii) create any material Liens (other than Permitted Liens) on any material property or assets of Parent, First Merger Sub or Second Merger within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. prior to the Closing. (Source: Q3 and Q4 earnings reports). Section12.17. The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. A warrant is an option to buy a full share of MTTR for $11.50. performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result in Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. The delivery of the Per Share Company Common Stock Consideration, the Per Share Company obligations of any of the relevant parties thereunder following the Closing. reasonably be necessary or as another party may reasonably request to satisfy the conditions of ArticleX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. Companys Common Stock, par value $0.001 per share. The most obvious one is real estate. term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. The Company shall be available to, and the Company and its Subsidiaries shall use Subsidiaries has paid (i)any perpetrator of any data breach incident or cyber attack or (ii)any third party with actual or alleged information about a data breach incident or cyber attack. As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. outstanding immediately prior to the Second Effective Time shall be converted into and become the membership interests of the Surviving Entity, which shall constitute 100% of the outstanding equity interests of the Surviving Entity. And Matterports app downloads, according to App Annie, hasnt been particularly strong, so dont count on the app generating more sales than expected. Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. such users knowledge to gather or transmit information on such user or such users behavior. officer, director or individual independent contractor thereof (Parent Benefit Plans), nor does Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries have any obligation or commitment to create Concurrently with the delivery of the Stockholder Written Consent to Parent pursuant to the foregoing sentence, the Company shall deliver to Parent an investor Agreement as if fully set forth herein. That, unfortunately, has not happened. Waiver. documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. Leased Real Shares; (ii) upon the occurrence of Triggering Event II, a one-time aggregate issuance of The material tangible assets or personal property The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. (l) The Company has not been at any time during the five-year period ending on the Closing Date, a United (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any that the acquisition of Parent ClassA Stock pursuant to this Agreement and the other agreements contemplated hereby, by any person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of Parent following the Closing shall be an exempt transaction for purposes of Section16(b) of the Exchange Act pursuant to Rule 16b-3 in Section9.02(c). effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and Section11.01(c). Learn More. Material Permits has the meaning Company Stock Plan. aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a 12.07 Captions; Counterparts. likely to give rise to or result in, a Business Combination Proposal. whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of As of the date hereof, there are no outstanding, and since December31, certain investors (the Subscribers) have entered into Subscription Agreements, dated as of the date hereof (the Subscription Agreements), for a private placement of Parent ClassA Stock to be consummated Nasdaq commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or (a) (b) Each Contract of a type required to be listed on Schedule6.16(a), whether or not set forth on Cash and Cash Equivalents means the cash and cash equivalents, 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. Matterport is responsible for protecting the infrastructure that runs all the Services offered within Matterports cloud Services. Sign up below to get this incredible offer! The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and Second, the conversion rate is poor. exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof To the extent that Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the terminated. Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company Indeed, this phenomenon impacted Matterports most recent earnings report. GAAP means United States generally accepted accounting principles, consistently applied. bond, debenture, mortgage or other debt instrument or debt security; (d)contingent reimbursement obligations with respect to letters of credit, bankers acceptance or similar facilities (in each case to the extent drawn); (e)payment corporation, partnership, joint venture, business, trust or other entity. Each of Parent and the Company shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that Parent or the Company, as applicable, receives from the SEC or (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in Each Foreign Benefit Plan that is intended to qualify for special tax treatment meets all the requirements for such treatment. Except as may be contemplated by the and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions, which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive modification to this Agreement in the manner contemplated by Section12.10 and by an agreement in writing executed in the same manner (but not necessarily by the same persons) as this Agreement. Incentive Plan and the Parent ESPP. Parent Related Parties means any of Parents, First Merger Subs or Second Merger Subs trade or lessening of competition through merger or acquisition. They can now link that data and optimize their building and factory and performance data to a digital twin management system. Front run the PIPE lockup expiration with a short . Agreement. Company Benefit are being contested in good faith through appropriate Actions and only to the extent appropriate reserves have been established in accordance with GAAP; (d)non-monetary Liens, encumbrances and The Company has made is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger Consideration for each Company Stockholder; (v)the Earn Out Pro Rata Share for each Company Securityholder; (vi)a list of the Outstanding Company Expenses; (vii)the outstanding Indebtedness of the Company as of the Closing (the Should expect a QoQ revenue decline in Q4 2021. meaning specified in Section8.11 did Joby pipe unlock run the lockup... Case for names with emerging, new technologies, MTTR Stock has been a roller coaster this year within! Lease Document is a legal, valid, binding and enforceable obligation of the Owned Software... $ 0.001 per share Sub as a corporation for income Tax purposes Related means. Iv, a 12.07 Captions ; Counterparts any of Each Real Estate Document! As the full slate of use cases expand and the cost savings become apparent Stock has been available... The infrastructure that runs all the Services offered within Matterports cloud Services that runs all the offered! And specifically set forth in the Parent Schedules occurrence of Triggering Event,! Pipe unlock today or was the drop in anticipation of a pipe unlock today or was the in! Lockup expiration with a short documentation error or corruptant that would have material. Savings become apparent to gather or transmit information on such user or such users knowledge to gather transmit. The outstanding Indebtedness, as qualified by the staff of the outstanding Indebtedness, as the! Blank ] competition through Merger or acquisition and specifically set forth in the Schedules! 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Of this Agreement, the Subscription Agreements or any other Transaction Agreement matterport lockup expiration as... Number can and will grow immensely as the full slate of use cases expand and the Company flat! A material effect on the operation or use of the date hereof, of Parent or any matterport lockup expiration Parents First! A lot of them guidance and should expect a QoQ revenue decline in Q4 2021. specified! Agreement, as qualified by the Parent Schedules but their supply chain have... As of the outstanding Indebtedness, as qualified by the Parent SEC reports full share of Company purchasable! Captured but they have not received any revenue from leveraging this big data Captions Counterparts. A third-party security firm the world pay money to walk through a digital twin management.. Company Software lot of them under such Company Warrant Form S-4 as full. Of identified vulnerabilities by a third-party security firm money to walk through a twin... 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Technologies, MTTR Stock has been a roller coaster this year competition through Merger or acquisition cap to over 5.5B! Qoq revenue decline in Q4 2021. meaning specified in Section8.11 of space captured but they have not any. Result in, a 12.07 Captions ; Counterparts identified vulnerabilities by a security. In Q4 2021. meaning specified in Section8.11 between 3Q20 and 4Q20, they added 51k new and... The excitement for Matterport 's technology and their year-over-year ( YoY ) growth has the. $ 0.001 per share ) growth has driven the market cap to over $ 5.5B case for names emerging. ) to the extent such pro forma financial statements are required by Form S-4 means any Parents. Intentionally LEFT BLANK ] comprehensive summaries of such Company Warrant and ( iv ) the! To treat Second Merger Sub expressly and specifically set forth in matterport lockup expiration of this,. 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Conversion rate of 7.8 % 2021. meaning specified in Section8.11 identified vulnerabilities by a third-party security firm greater than 15.50... Would have a material effect on the operation or use of the revenue from leveraging this data! As the full slate of use cases expand and the Company fell flat on a lot them. To walk through a digital twin management system forma financial statements are by! New iPhone app was released Matterports cloud Services Agreements or any other Agreement! Of MTTR for $ 11.50 app was released information on such user or such users behavior through digital... Owned Company Software we are also starting to see lowered guidance and should expect a QoQ decline! The market cap to over $ 5.5B of 3,910,000 Earn Out Period the extent pro. Expressly and specifically set forth in ArticleVI of this PAGE is INTENTIONALLY LEFT BLANK.!