References to the “Company,” “
refer to
our financial condition and results of operations should be read in conjunction
with the unaudited condensed financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
Overview
We are a blank check company incorporated in
were formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more businesses (the “Business Combination”).
Our Sponsor is
The registration statement for the Initial Public Offering was declared
effective on
Public Offering of 28,750,000 Units, at
proceeds of
million
commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 5,166,667 Private Placement Warrants, at a price of
us of approximately
Upon the closing of the Initial Public Offering and the Private Placement,
Offering and certain of the proceeds of the Private Placement was placed in the
Trust Account and was invested in permitted
securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended, having a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act that invest only in direct
obligations.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a Business Combination.
We will only have 24 months from the closing of the Initial Public Offering, or
“Combination Period”). If we do not complete a Business Combination within this
period of time, we will (i) cease all operations except for the purposes of
winding up; (ii) as promptly as reasonably possible, but not more than ten
business days thereafter, redeem the Public Shares for a per share pro rata
portion of the Trust Account, including interest and not previously released to
us to fund our working capital requirements (subject to an annual limit of
dissolution expenses) and (iii) as promptly as possible following such
redemption, dissolve and liquidate the balance of our net assets to our
remaining stockholders, as part of our plan of dissolution and liquidation. Our
Sponsor and our executive officers and independent director nominees (the
“initial stockholders”) entered into a letter agreement with us, pursuant to
which they have waived their rights to participate in any redemption with
respect to their Founder Shares; however, if the initial stockholders or any of
our officers, directors or affiliates acquire shares of common stock in or after
the Initial Public Offering, they will be entitled to a pro rata share of the
Trust Account upon our redemption or liquidation in the event we do not complete
a Business Combination within the required time period. In the event of such
distribution, it is possible that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be
less than the Initial Public Offering price per Unit in the Initial Public
Offering.
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Results of Operations
For the three months ended
mainly by a gain from the change in fair value of warrant liabilities of
million
For the three months ended
cost expense allocated to warrants of
warrants in excess of proceeds received of
the change in fair value of warrant liabilities of
Our business activities from inception to
our formation and completing our IPO, and since the offering, our activity has
been limited to identifying and evaluating prospective acquisition targets for a
Business Combination.
Liquidity, Capital Resources, and Going Concern
As of
account and working capital, net of franchise tax payable of approximately
million
The Company's liquidity needs up to
a capital contribution from the Sponsor of
shares and Class L shares, and the loan under an unsecured promissory note from
the Sponsor of up to
the IPO proceeds (see Note 5).
Subsequent to the consummation of the IPO, the Company's liquidity needs have
been satisfied through the net proceeds from the consummation of the Private
Placement not held in the Trust Account. In order to finance transaction costs
in connection with a Business Combination, our Sponsor or certain of our
officers and directors may, but are not obligated to, provide us working capital
loans. Additionally, an affiliate of the Company's Sponsor entered into a
commitment letter with the Company whereby the affiliate of the Company's
Sponsor agreed to provide working capital loans sufficient for the Company to
satisfy its obligation as they come due until the earlier of: (a) the completion
of the initial Business Combination, or (b) liquidation. Any such working
capital loan under the commitment letter will be repaid to the affiliate of the
Company's Sponsor by the Company upon the completion of the initial Business
Combination or, in the event of liquidation prior to the completion of the
initial Business Combination, forgiven by the affiliate of the Company's Sponsor
upon liquidation. As of
were no amounts outstanding under any working capital loan and we did not have
any off-balance sheet arrangements.
If we do not consummate an initial business combination by
there will be a mandatory liquidation and subsequent dissolution of the Company.
Management has determined that the mandatory liquidation, should an initial
business combination not occur, and potential subsequent dissolution raises
substantial doubt about our ability to continue as a going concern. The
unaudited condensed financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Management continues to evaluate the impact of the COVID-19 pandemic and has
concluded that the specific impact is not readily determinable as of the date of
the balance sheet. The unaudited condensed financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
In
with the country of
including
sanctions on the world economy are not determinable as of the date of these
financial statements and the specific impact on the Company's financial
condition, results of operations, and cash flows is also not determinable as of
the date of these financial statements.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities
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Registration Rights
The initial stockholders and holders of the Private Placement Warrants will be
entitled to registration rights pursuant to a registration rights agreement. The
initial stockholders and holders of the Private Placement Warrants will be
entitled to make up to three demands, excluding short form registration demands,
that register such securities for sale under the Securities Act. In addition,
these holders will have “piggy-back” registration rights to include their
securities in other registration statements filed by us. We will bear the
expenses incurred in connection with the filing of any such registration
statements.
Underwriting Agreement
We agreed to pay the underwriters an additional fee (the “Deferred Underwriting
Fees”) of 3.5% of the gross proceeds of the IPO, or
aggregate. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that we complete a
Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our unaudited condensed financial statements, which
have been prepared in accordance with
unaudited condensed financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, income and
expenses and the disclosure of contingent assets and liabilities in our
unaudited condensed financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
There have been no significant changes in our critical accounting policies as
discussed in our Annual Report on Form 10-K for the year ended
as filed with the
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Recent Accounting Pronouncements
In
Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entity's Own Equity (“ASU 2020-06”), which simplifies accounting for
convertible instruments by removing major separation models required under
current GAAP. ASU 2020-06 also removes certain settlement conditions that are
required for equity-linked contracts to qualify for scope exception, and it
simplifies the diluted earnings per share calculation in certain areas. The
Company early adopted ASU 2020-06 on
not impact the Company's financial position, results of operations or cash
flows.
We do not believe that any other recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material effect on
our unaudited condensed financial statements.
Inflation
We do not believe that inflation had a material impact on our business, revenues
or operating results during the period presented.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an “emerging growth company” and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, the unaudited condensed
financial statements may not be comparable to companies that comply with new or
revised accounting pronouncements as of public company effective dates.
Additionally, we intend to rely on the other reduced reporting requirements
provided by the JOBS Act. Subject to certain conditions set forth in the JOBS
Act, we will not be required to, among other things, (i) provide an auditor's
attestation report on our system of internal controls over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that
may be required of non-emerging growth public companies under the Dodd-Frank
Wall Street Reform and Consumer Protection Act, (iii) comply with any
requirement that may be adopted by the
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an “emerging growth company,” whichever is earlier.
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