The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes thereto and other financial information included elsewhere in this Annual Report. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. You should review the "Risk Factors" section of this Annual Report for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a blank check company incorporated as a
While we may pursue a Business Combination target in any industry, we currently intend to concentrate our efforts in identifying high-quality businesses with transformative technologies for industrial applications. Within this focus, we seek to pursue opportunities with market-leading companies, including from corporate spinouts, closely-held companies, and institutionally-backed businesses. We believe we will be able to provide significant value due to our ability to drive growth, global scaling and profitability in companies, along with our flexibility in understanding and addressing complex business situations and structures.
Since completing our IPO, we have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business
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Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate a Business Combination using cash from the proceeds of our IPO and the sale of the Private Placement Warrants (as defined below), our capital stock, debt, or a combination of cash, stock and debt.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through
For the year ended
For the year ended
Liquidity and Capital Resources
As of
Our liquidity needs up to the completion of our IPO on
On
Following the IPO, the partial exercise of the over-allotment option and the
sale of the Private Placement Warrants, a total of
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may make permitted withdrawals from the Trust Account to pay our taxes, including franchise taxes and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target
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businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended Business Combination, our sponsor or an affiliate of
our sponsor or certain of our directors and officers may, but are not obligated
to, loan us funds as may be required. If we complete our Business Combination,
we may repay such loaned amounts out of the proceeds of the Trust Account
released to us. Otherwise, such loans may be repaid only out of funds held
outside the Trust Account. In the event that our Business Combination does not
close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds from our Trust Account
would be used to repay such loaned amounts. Up to
On
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination, including pursuant to the Forward Purchase Agreements described below.
Forward Purchase Agreements
On
up to an aggregate of
("Convertible Notes") immediately prior to the closing of our initial Business
Combination (the "Business Combination Closing"). The terms of the Convertible
Notes, including the terms on which the Convertible Notes will convert into
? shares of our Class A common stock, will be negotiated by us and the Forward
Purchasers, each acting in their sole discretion, prior to the issuance of the
Convertible Notes. The aggregate total of up to
of the Convertible Notes would be received by us upon the Business Combination
Closing.
up to an aggregate of 4,000,000 forward purchase securities of the Company (the
"
aggregate total of up to
Combination Closing. Each Forward Purchase Security would consist of one share
? of our Class A common stock issued and sold by us and one-sixth of one warrant
transferred by the sponsor for no value, with each whole redeemable warrant
exercisable to purchase one share of our Class A common stock for
share. The aggregate total of up to
Combination Closing.
The shares of our Class A common stock included in the
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In addition, under the Forward Purchase Agreements, if we determine to raise
capital by the private placement of equity securities in connection with the
Business Combination Closing (the "
Pursuant to the Forward Purchase Agreements, the Forward Purchasers will be
entitled to registration rights with respect to shares of our Class A common
stock underlying the Convertible Notes, the shares of our Class A common stock
and warrants included in the
Each Forward Purchase Agreement contains representations and warranties by each
party and conditions to closing, including the approval of the Forward
Purchasers' respective Investment Committees to consummate the purchase of the
Convertible Notes and the
Contractual Obligations
As of
The underwriters are entitled to a deferred discount of
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
i) Warrant Liabilities
We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date.
ii) Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A common
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stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity (deficit) section of our balance sheets. The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.
iii) Net Income (Loss) Per Common Share
Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the year. We apply the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
iv) Recent Accounting Standards
In
The Company's management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company's financial statements.
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