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Bitmis Corp.
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=== Risks Related to Its Common Stock === '''Due to factors beyond Bitmis Corp. control, its stock price may be volatile.''' There is currently a limited market for its Common Stock, and there can be no guarantee that an active market for its Common Stock will develop, even if Bitmis Corp. is successful in consummating a business combination. Recently, the price of its Common Stock has been volatile for no reason. Further, even if an active market for its Common Stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. Bitmis Corp. expects that the price of its Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of its Common Stock can be based on various factors in addition to those otherwise described in this Report, including: * General speculative fever; * A prospective business combination and the terms and conditions thereof; * The operating performance of any business Bitmis Corp. acquires, including any failure to achieve material revenues therefrom; * The performance of its competitors in the marketplace, both pre-and post-combination; * The public’s reaction to its press releases, SEC filings, website content, and other public announcements and information; * Changes in earnings estimates of any business that Bitmis Corp. acquires or recommendations by any research analysts who may follow the company or other companies in the industry of a business that Bitmis Corp. acquires; * Variations in general economic conditions, including as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy; * The public disclosure of the terms of any financing Bitmis Corp. discloses in the future; * The number of shares of its Common Stock that are publicly traded in the future; * Actions of its existing shareholders, including sales of Common Stock by its then directors and then executive officers or by significant investors; and * The employment or termination of key personnel. Many of these factors are beyond its control and may decrease the market price of its Common Stock, regardless of whether Bitmis Corp. can consummate a business combination and of its current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against the company could result in substantial costs and divert its management’s time and attention, which would otherwise be used to benefit its business. '''Because trading in its Common Stock is so limited, investors who purchase its Common Stock may depress the market if they sell Common Stock.''' Its Common Stock trades on the OTC Expert Market. The OTC Expert Market generally is illiquid '''The market price of its Common Stock may decline if a substantial number of shares of its Common Stock are sold at once or in large blocks.''' Presently the market for its Common Stock is limited. If an active market for its shares develops in the future, some or all of its shareholders may sell their shares of its Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of its Common Stock to decline, which could reduce the value of the shares held by its other shareholders. '''Future issuance of its Common Stock could dilute the interests of its existing shareholders, particularly in connection with an acquisition and any resulting financing.''' Bitmis Corp. may issue additional shares of its Common Stock in the future. The issuance of a substantial amount of its Common Stock could substantially dilute the interests of its shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received its Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of its Common Stock. '''Due to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, its Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.''' On September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as its Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. Since Bitmis Corp. has not maintained current public information about its company, its stockholders may face difficulties in selling their shares of its Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule. As of this date its stock price is not quoted and trades on the OTC Expert Market.
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