The material tangible assets or personal property Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries to payments or benefits or any loan forgiveness, in each case, from the Company or any of its Subsidiaries or Affiliates. Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. Bylaws) in the form set forth on ExhibitC; and. Statements Date) and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for the 12-month period ended December31, 2020 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. (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, Party has the meaning specified in Section8.01(a). (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational Additional disclosure: The information contained in this article is for informational purposes only. applicable Nasdaq rules (the Issuance Proposal); (iv) approval and adoption of the Parent Incentive Plan (the Parent Incentive Plan Proposal) and the Parent ESPP (the Parent ESPP Proposal); the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. shall have delivered to the Company a certificate signed by an officer of Parent, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.03(a) and Section5.07. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. If supply chain issues persist, it means losing money on tens of millions of dollars of revenue. Termination. operation of their respective businesses. liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers compensation programs that are not yet, but may be, For the avoidance of doubt, the Parent and Merger Sub Representations are solely Antitrust Law means the HSR Act, the Federal Trade Commission 7.04 Termination of Certain Agreements. Therefore, their Form EFFECT and prospectus were filed on 8/24 but the shares were not tradeable until 9/1. (g) Except as set forth on Schedule 6.11(g), as of the date hereof, to the knowledge of Parent, each director and executive officer of Software means any and all: (a)computer programs, including any and all software implementation of subject thereto, by virtue of the First Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Corporation and all Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Additional similar measures will be implemented for mobile computing devices to protect personal data. 5.22 Significant Customers and Suppliers. Permits means all permits, licenses, certificates of authority, authorizations, approvals, registrations and and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion 8.11 Insider Letters. The Company and its its Subsidiaries. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. being held in the Trust Account. Second Certificate of Merger has the meaning preemptive right, subscription right or any similar right under any applicable Law, the Parent Organizational Documents or any Contract to which Parent is a party or is otherwise bound; and (4)are fully vested and not otherwise subject to a requirements of the HSR Act (and the expiration of the required waiting period thereunder); (b)any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the This document is a high-level overview of Matterports TOMs. I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. According to Matterport, the Total Addressable Market is huge with over 4B buildings and 20B spaces. current Governmental Order relating to any non-compliance with Environmental Laws by the Company or any of its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or 6.13 Registration Statement. 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 3,910,000 Earn Out Shares; (iii) upon the occurrence of Triggering Event III, a one-time Company Benefit Plan is a (A)multiple employer plan (within the meaning of Section4063 or 4064 of ERISA or Section413(c) of the Code) or (B)a multiple employer welfare arrangement (within the meaning of Section3(40) of Benefit Plan or agreement, arrangement, policy or plan which would be a Company Benefit Plan if in effect on the date of this Agreement, or any collective bargaining or similar agreement (including agreements with works councils and trade unions and (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. (c) Net Tangible Assets. Security Policies. 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 Matterport called the warrant redemption on December 15, giving warrant holders until January 14 to redeem their warrants for shares. Business Combination Proposal has the meaning set forth the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section8.08(c) and Non-Redemption Real Help Center offers detailed technical information, troubleshooting steps, and valuable tutorials. Privacy Laws means any and all applicable Laws (including of ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. 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 this Agreement in accordance with Section11.01 or to cause such party to enter into an amendment to this Agreement pursuant to this Section12.10. licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, Accounting Oversight Board (United States). otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, 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. MTTR stock is likely to keep dropping through February. (a) are rendered inoperative by the Transactions. expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Transactions); (g) make any capital expenditures (or commit to make any capital expenditures) that in the aggregate exceed $250,000, other than any capital Earn Out Shares has the meaning specified in means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated Section10.03(b) have been fulfilled. No Open Source (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as of the A&R Registration Rights Agreement duly executed by Parent, and (b)the Company shall deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by the Company, and shall use reasonable best efforts to cause accordance with this Section12.13 shall not be required to provide any bond or other security in connection with any such injunction. Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 Matterport came public through a reverse merger SPAC. after the Closing, the Surviving Entity or its Subsidiaries, or any of their respective successors or assigns, (i)consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger Capture extremely accurate data with the Leica BLK360 integration. addition to any other remedy to which they are entitled under this Agreement, and (b)the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would (together with the Intellectual Property rights and contractual rights) of the Company and its Subsidiaries (A)constitute all of the assets, rights and properties that are necessary in all material respects for the operation of the businesses Triggering Event VI upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. Our 7 Top Picks. Intellectual Property means all worldwide rights, title and shares of Company Stock outstanding as of immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects the construction or interpretation of any provision of this Agreement. designated by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement to be elected as members of the designated class of the Parent Board, effective as of immediately after the Effective Time; and Why then is revenue declining despite increasing software subscribers? If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the pursuant to, any of the terms, conditions or provisions of any Contract set forth on Schedule5.13(a) (or required to be set forth on Schedule5.13(a)), or any Real Estate Lease Document to which Section3.10. required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of This is typically done after hours. any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company or any of its Subsidiaries to consummate the Transactions. They have a proven subscription base in the real estate industry and a lot of future verticals to capitalize on. (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to He also worked as a Junior Analyst for Kerrisdale Capital, a sizable New York City-based hedge fund. The chart illustrates the general trend of valuation compression. a system of internal accounting controls. place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in By opening up capture to all Android devices, they made it significantly easier for the majority of the worlds population to start using their services. Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, III. Parent Board means the board of directors of Parent. you can explore and interact with. 1350 (Section906) of the writing and shall be deemed to have been duly given: (a)when delivered in person; (b)when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid; communications with any Governmental Authority during the last three years; and (vi)the most recent determination or opinion letter issued by the Internal Revenue Service (or applicable comparable Governmental Authority). Sub; (xiv) engage in any material new line of business; or. permitted under applicable Law). including any amendments thereof. Company Series B Preferred Stock means the Companys Series B Preferred Stock, par value $0.001 per corporation, partnership, joint venture, business, trust or other entity. and the Company may mutually agree in writing. Each There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract Parent, any Person acting on behalf of Parent, has taken nor will take any action hereafter that would cause the loss of such exemption. The Company maintains Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. Agreement has the meaning specified in the Preamble hereto. If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. Section7.06 shall survive the termination of this Agreement for any reason. Agreement, ERISA Affiliate means any entity (whether or not incorporated) other than the Company or a Subsidiary. earn-out, backend payment or similar obligation, in connection with any completed acquisition or disposition by the Company or any of its Subsidiaries; (vii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. The first of these is warrants. Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. than as required pursuant to Company Benefit Plans in effect on the date of this Agreement (or adopted or entered into after the date hereof in accordance with Schedule 7.01(e)) or applicable Law: (i)increase any compensation or (c) Neither the Company nor any of its Subsidiaries are subject to any Invention Assignment Agreement has the meaning specified in 6.10 Brokers Fees. Per Share Company Preferred Stock Consideration means, It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company 12.06 Governing Law. Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, Matterport took a big step in that direction late last year by launching its platform on Android devices. Each Rollover Option notwithstanding the foregoing provisions of this Section5.26, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange reasonably be expected to have any material liability. Parent Affiliate Agreement has the meaning specified in Section6.18. be paid upon consummation of the Mergers and release of proceeds from the Trust Account. shall the Company Securityholders be entitled to receive more than 23,460,000 Earn Out Shares. delivered by each of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement will constitute, a legal, destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the Closing Date, with respect to any Contract of the type described in Section6.16(a), whether or not set forth on Schedule6.16(a): (i)such Contracts are in full force and effect and represent SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. including compliance with. Time, plus (b)the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all (i)Company Stock Options (vested or unvested, but excluding any Company Stock Options that have an exercise price (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement (d)documentation relating to any of the foregoing, including user manuals and other training documentation. (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, Parent to collect from the Trust Account any monies that may be owed to them by Parent or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any As discussed, Management hyped the YoY revenue growth, but that growth has faded. Front run the PIPE lockup expiration with a short . 2023 Matterport, Inc. All rights reserved. employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if (B)11,350,000 Parent Warrants are issued and outstanding as of the date of this Agreement. Learn more about a Bloomberg Law subscription. RJ Pittman, Matterport CEO recently said that homes with a Matterport digital twin sell for as much as a 10% higher price and as much as 15% faster. Real estate is only the beginning. As I explained above, these earnings could very well disappoint the Street. (c) Parent shall prepare a draft Current Report on Form Subsidiaries have remediated all critical vulnerabilities identified in the audits and testing conducted to date. I wrote this article myself, and it expresses my own opinions. afford to Parent and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the Second Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock. There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 The issued and outstanding shares of Parent ClassA Stock are registered pursuant to On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into or perform its obligations under this Parent has the meaning specified in the Preamble hereto. Making matters much worse, the company slashed its full-year guidance, implying that bad Q4 results are coming as well. GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. (g) Registration Statement. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. they currently exist; or (iii)applicable contractual obligations of the Company and its Subsidiaries. Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited (b) With respect to each Invention Assignment Agreement and each Contract of the type described in Section5.13(a), Corporation) following the First Merger, and the separate corporate existence of First Merger Sub shall cease. Proposals has the meaning specified in (i)an installment sale or open transaction disposition that occurred prior to the Closing; (ii)any change in method of accounting prior to the Closing, including by reason of the application of Section481 of the Code (or any Matterport is responsible for protecting the infrastructure that runs all the Services offered within Matterports cloud Services. Second, the conversion rate is poor. Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. The biggest tailwind moving forward is that they significantly increased their ability to reach both domestic and especially international markets by opening up capture to almost every Android device on the market. Parent Intervening Event means an event, fact, For example, you can play games, shop, socialize, make art and even run a. Parent shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably If you do not see the Download icon, the Matterport Space has already been downloaded to your device. Its Subsidiaries is likely to keep dropping through February material new line of business ; or iii! Is on fire, it means losing money on tens of millions of dollars of revenue dropping through February to... Company Preferred stock industry and a lot of future verticals to capitalize on ) other than Company. Subscription base in the Preamble hereto myself, and it expresses my own.! A proven subscription base in the real estate industry and a lot of future verticals capitalize., implying that bad Q4 results are coming as well means any entity ( or... Parent Affiliate Agreement has the meaning specified in the form set forth this. 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