Allwyn Investor Presentation Deck
Risk factors (Continued)
Risks Related to Cohn Robbins
There is no guarantee that a Cohn Robbins shareholder's decision to redeem shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position;
If a Cohn Robbins shareholder fails to comply with the redemption requirements specified herein, they will not be entitled to redeem their Cohn Robbins public shares;
If you or a "group" of shareholders of which you are a part are deemed to hold an aggregate of 15% of the public shares, you will lose the ability to redeem all such shares in excess of 15% of the Cohn Robbins public shares;
The Cohn Robbins Initial Shareholders and Cohn Robbins' officers and directors have interests that are different, or in addition to, the interests of Cohn Robbins' shareholders and a conflict of interest may have existed in
determining whether the Business Combination is appropriate;
Certain Cohn Robbins shareholders and Cohn Robbins' officers and directors agreed to vote in favor of the Business Combination;
●
●
●
.
.
●
●
●
●
●
●
●
●
●
Risks relating to a winding-up or bankruptcy or insolvency position;
Cohn Robbins shareholders may be held liable for claims by third parties against Cohn Robbins;
Risks relating to Cohn Robbins' status as incorporated under the laws of the Cayman Islands and
A provision in Cohn Robbins' warrant agreement may make it more difficult for Cohn Robbins to consummate the Business Combination.
Risks Related to the Redemption of Cohn Robbins Class A Shares
As the number of redemptions of Cohn Robbins shares increase, the implied value of Swiss NewCo shares ultimately issuable to Cohn Robbins' shareholders will also increase; and
Cohn Robbins has a minimum cash condition, which may make it more difficult for Cohn Robbins to complete the Business Combination.
●
●
●
●
●
Cohn Robbins Sponsor LLC or any of Cohn Robbins' directors, officers or advisors may elect to purchase Cohn Robbins stock or public warrants prior to the consummation of the Business Combination;
Cohn Robbins' public warrants and private placement warrants are accounted for as liabilities;
Cohn Robbins has identified a material weakness in its internal controls over financial reporting;
Cohn Robbins (and Swiss NewCo, following the Business Combination) may face litigation and other risks as a result of the material weakness in Cohn Robbins' internal controls over financial reporting;
Each of Cohn Robbins and Allwyn AG will incur significant transaction and transition costs in connection with the Business Combination;
The exercise of redemption rights with respect to a large number of Cohn Robbins public shares could increase the probability that the Business Combination would be unsuccessful;
Cohn Robbins' public shareholders will experience immediate dilution in the Business Combination;
A third-party valuation was not obtained in determining whether or not to pursue the Business Combination;
47
Founders holding certain shares control the election of the Cohn Robbins Board until the consummation of a business combination;
Cohn Robbins' discretion in agreeing to changes or waivers in the Business Combination Agreement may result in a conflict of interest;
Subsequent to consummation of the Business Combination, Swiss NewCo may be exposed to unknown or contingent liabilities;
Investors will not have the same benefits as an investor in an underwritten public offering;
The Trust Account could be reduced in the event third parties bring claims against Cohn Robbins;
The Cohn Robbins Board may decide not to enforce the indemnification obligations of Cohn Robbins Sponsor LLC;
allwynView entire presentation