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Bitmis Corp.
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=== Risks Related to a Potential Business Acquisition === '''Bitmis Corp. may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages it has.''' Bitmis Corp. expects to face intense competition in its search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies, and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than Bitmis Corp. does and/or more experience in a particular industry within which it chooses to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchasers such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of its current asset or other disadvantages Bitmis Corp. has relative to its competitors could cause the company to lose valuable business opportunities to its competitors, which would have a material adverse effect on its business. '''Bitmis Corp. may expend significant time and capital on a prospective business combination that is not ultimately consummated.''' The investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure, and other documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. Bitmis Corp. will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such an event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable by the Company or its shareholders. Unanticipated issues which may be beyond its control or that of the seller of the applicable business may arise that force the company to terminate discussions with a target company, such as the target’s failure or inability to provide adequate documentation to assist in its investigation, a party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours. '''Conflicts of interest may arise between the company and its shareholders, directors, or management, which may have a negative impact on its ability to consummate a business combination or favourable terms or generate revenue.''' Its Chief Executive Officer, Mr. Lazar, is not required to commit his full time to its affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. Bitmis Corp. does not intend to have any employees prior to the consummation of a business combination. Mr. Lazar is not obligated to contribute any specific number of hours to its affairs, and he may engage in other business endeavours while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to its business which could have a negative impact on its ability to consummate a business combination or generate revenue. It is possible that Bitmis Corp. obtains an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If Bitmis Corp. does obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case its shareholders may see diminished value relative to what would have been available through a transaction with an independent third party. '''Bitmis Corp. may engage in a business combination that causes tax consequences to the company and its shareholders.''' Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that Bitmis Corp. may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While Bitmis Corp. intends to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with its business objectives, there can be no assurance that any business combination that it undertakes will meet the statutory or regulatory requirements of a tax-free reorganization or similar favourable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination, or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including its shareholders. '''It is unlikely that its shareholders will be afforded any opportunity to evaluate or approve a business combination.''' It is unlikely that its shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and its Articles of Incorporation and Bylaws do not afford its shareholders with the right to approve such a transaction. Accordingly, its shareholders will be relying almost exclusively on the judgment of its board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement its business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. Bitmis Corp. may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by its Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to its shareholders. '''Because its search for a business combination is not presently limited to a particular industry, sector, or any specific target businesses, prospective investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they are identified and disclosed.''' Bitmis Corp. is still determining the Company’s business plan, and it may seek to complete a business combination with an operating entity in any number of industries or sectors. Because Bitmis Corp. has not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if Bitmis Corp. completes a business combination, it may be affected by numerous risks inherent in the operations of the business that it acquires. For example, if Bitmis Corp. acquires a financially unstable business or an entity lacking an established operating history, Bitmis Corp. may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although its management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that it will properly ascertain or assess all the significant risks inherent in a target business, that it will have adequate time to complete due diligence or that it will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of its control and leave the company with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should Bitmis Corp. select a course of action, or fail to select a course of action, that ultimately exposes the company to unknown or unidentified risks, its business will be harmed and you could lose some or all of your investment. '''Past performance by its management and their affiliates may not be indicative of future performance of an investment in us.''' While its Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel Bitmis Corp. may retain in the future will not necessarily be an indication of either (i) that Bitmis Corp. will be able to locate a suitable candidate for its initial business combination or (ii) the future operating results of the Company including with respect to any business combination Bitmis Corp. may consummate. You should not rely on the historical record of him or any other of its personnel or their affiliates’ performance as indicative of its future performance or that an investment in the company will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with its management or other personnel. While management intends to endeavour to locate a viable business opportunity and generate shareholder value, there can be no assurance that Bitmis Corp. will succeed in this endeavour. '''Bitmis Corp. may seek business combination opportunities in industries or sectors that are outside of its management’s area of expertise.''' Bitmis Corp. will consider a business combination outside of its management’s area of expertise if a business combination candidate is presented to the company and it determines that such candidate offers an attractive opportunity for the Company. Although management intends to endeavour to evaluate the risks inherent in any particular business combination candidate, Bitmis Corp. cannot assure you that it will adequately ascertain or assess all the significant risks, or that it will accurately determine the actual value of a prospective operating entity to acquire. In the event Bitmis Corp. elects to pursue an acquisition outside of the areas of its management’s expertise, its management’s ability to evaluate and make decisions on behalf of the Company may be limited, or Bitmis Corp. may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of its management’s expertise will not necessarily be relevant to an understanding of the business that Bitmis Corp. ultimately elects to acquire. As a result, its management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable. '''Bitmis Corp. may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with the company as expected.''' In pursuing its search for a business to acquire, Bitmis Corp. will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to the company prior to making a decision may be from documents and information provided directly to the company by the target company in connection with the transaction. Such documents or information or the conclusions Bitmis Corp. draws therefrom could prove to be inaccurate or misleading. As such, Bitmis Corp. may be required to make its decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in its subsequent operations generating less revenue than expected, which could materially harm its financial condition and results of operations. '''Its ability to assess the management of a prospective target business may be limited and, as a result, Bitmis Corp. may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact its results of operations.''' When evaluating the desirability of a potential business combination, its ability to assess the target business’s management may be limited due to a lack of time, resources, or information. Its management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications, or abilities expected. Further, in most cases, the target’s management may be expected to want to manage the company and replace its Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively impacted and its shareholders could suffer a reduction in the value of their shares. '''Any business Bitmis Corp. acquires will likely lack diversity of operations or geographical reach, and in such a case, Bitmis Corp. will be subject to risks associated with dependence on a single industry or region.''' Its search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies can manage their risk by diversifying their operations among different industries and regions, smaller companies such as Bitmis Corp. and the entities it anticipates reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, Bitmis Corp. will likely be impacted more acutely by risks affecting the industry or the region in which it operates than it would if its business were more diversified. In addition to general economic risks, Bitmis Corp. could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten its viability if and to the extent its future operations are limited to a single industry or region. If Bitmis Corp. does not diversify its operations, its financial condition and results of operations will be at risk. '''Changes in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect its business, ability to negotiate and complete a business combination, and results of operations.''' Bitmis Corp. is subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business Bitmis Corp. acquires in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder its growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming, and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavourable to the company and could have a material adverse effect on its business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defence or remedial costs and/or damages have a material adverse effect on its financial condition,
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