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Bitmis Corp.
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=== Risks Relating to Its Business and Financial Condition === '''Bitmis Corp. currently has no operations, and investors therefore have no basis on which to evaluate the Company’s future prospects.''' Bitmis Corp. currently has no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because Bitmis Corp. has no operations and has not generated revenues, investors have no basis upon which to evaluate its ability to achieve its business objective of locating and completing a business combination with a target business. Bitmis Corp. has no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms, or at all. If Bitmis Corp. fails to complete a business combination as planned, it will never generate any operating revenues. '''Bitmis Corp. may face difficulties or delays in its search for a business combination, and it may not have access to sufficient capital to consummate a business combination.''' Bitmis Corp. may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond its control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that Bitmis Corp. expects to encounter as a result thereof, may hinder its efforts to locate and/or obtain a business that is suitable for its business goals at a price Bitmis Corp. can afford and on terms that will enable the company to sufficiently grow its business to generate value to its shareholders. Bitmis Corp. has limited capital, and Bitmis Corp. may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that Bitmis Corp. will have sufficient capital to provide the company with the necessary funds to successfully develop and implement its plan of operation or acquire a business it deems to be appropriate or necessary to accomplish its objectives, in which case Bitmis Corp. may be forced to terminate its business plan and your investment in the Company could become worthless. '''If Bitmis Corp. is not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.''' If Bitmis Corp. is not successful in developing a viable business plan and acquiring a new business through which to implement it, its investors’ entire investment in the Company could become worthless. Even if Bitmis Corp. is successful in combining with or acquiring the assets of an operating entity, Bitmis Corp. can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If Bitmis Corp. is not successful, its investors will likely lose their entire investment. '''If Bitmis Corp. cannot manage its growth effectively, it may not become profitable.''' Businesses, including development-stage companies such as Bitmis Corp. and/or any operating business or businesses Bitmis Corp. may acquire, often grow rapidly, and tend to have difficulty managing their growth. If Bitmis Corp. can acquire an operating business, Bitmis Corp. will likely need to expand its management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support. Bitmis Corp. cannot assure you that its management will be able to manage its growth effectively or successfully. Its failure to meet these challenges could cause the company to lose money, and your its investment could be lost. '''Because Bitmis Corp. has limited capital, Bitmis Corp. may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute its current investors and/or reduce or limit their liquidation or other rights.''' Bitmis Corp. may require additional capital to acquire a business. Bitmis Corp. may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses, and accounting expenses, will require a substantial amount of additional capital. The terms of securities that Bitmis Corp. issues in future capital raising transactions may be more favourable to new investors and may include liquidation preferences, superior voting rights, or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of its current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of its shareholders. Additionally, any debt securities that Bitmis Corp. issues would likely create a liquidation preference superior to that of its current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution. '''Bitmis Corp. may be unable to obtain the necessary financing if and when required.''' Its ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which Bitmis Corp. may choose to operate), its limited operating history, and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase its requirements for capital, particularly if such economic downturn persists for an extended period of time or after Bitmis Corp. has acquired an operating entity and may limit or hinder its ability to obtain the funding it requires. If the amount of capital Bitmis Corp. can raise from financing activities, together with any revenues Bitmis Corp. may generate from future operations, is not sufficient to satisfy its capital needs, Bitmis Corp. may be required to discontinue its development or implementation of a business plan, cancel its search for business opportunities, cease its operations, divest its assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, its shareholders could lose some or all of their investment. '''Because Bitmis Corp. is still developing its business plan, Bitmis Corp. does not have any agreement for a business combination.''' Bitmis Corp. has no current arrangement, agreement, or understanding with respect to engaging in a business combination with any specific entity. Bitmis Corp. may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. Bitmis Corp. is neutral as to what industry or segment for any target company. Bitmis Corp. has not established specific metrics and criteria that it will look for in a target company, and if and when Bitmis Corp. does, it may face difficulty reaching a mutual agreement with any such entity, including in light of market trends and forces beyond its control. Given its early-stage status, there is considerable uncertainty and therefore inherent risk to investors that Bitmis Corp. will not succeed in developing and implementing a viable business plan. '''The COVID-19 pandemic could materially adversely affect its financial condition, future plans, and results of operations.''' This COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on its operations or result in a prolonged economic recession or depression, the Company’s development and implementation of its business plan and its ability to commence and grow its operations, as well as its ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations. '''Because Bitmis Corp. is dependent upon David Lazar, its Chief Executive Officer, and sole director to manage and oversee its Company, the loss of him could adversely affect its plan and results of operations.''' Bitmis Corp. currently has a sole director and officer, David Lazar, who manages the Company and is presently evaluating a viable plan for its future operations. Bitmis Corp. will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of its Chief Executive Officer could delay or prevent the achievement of its business objectives, which could have a material adverse effect upon its results of operations and financial position. In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of its post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although Bitmis Corp. contemplates that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either the company or a combined entity could negatively impact the operations and profitability of its business.
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