References to the "Company," "our," "us" or "we" refer to
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this Quarterly Report on Form 10-Q are forward-looking statements in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:
• our ability to complete our Initial Business Combination, particularly in light of disruption that may result from limitations imposed by the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases); • our being a company with no operating history and no revenues; • our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Initial Business Combination; • our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Initial Business Combination, as a result of which they would then receive expense reimbursements; • our potential ability to obtain additional financing to complete our Initial Business Combination; • our pool of prospective target businesses; • our ability to select an appropriate target business or businesses; • our expectations around the performance of the prospective target business or businesses; • the ability of our officers and directors to generate a number of potential acquisition opportunities; • our public securities' potential liquidity and trading; 20
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Table of Contents • the lack of a market for our securities; • the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; • the trust account not being subject to claims of third parties; • our financial performance; or • the other risks and uncertainties discussed in "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.
These risks and uncertainties include, but are not limited to, those factors
described in the section entitled "Risk Factors" in our Annual Report on
Form 10-K filed with the
Overview
We are a blank check company incorporated on
In
On the Closing Date, we consummated our Initial Public Offering of 24,000,000
Units and, on
On the Closing Date, simultaneously with the consummation of our Initial Public
Offering, we completed a private placement of 11,600,000 private placement
warrants (the "Private Placement Warrants") at a purchase price of
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Private Placement. Each Private Placement Warrant entitles the holder to
purchase one whole share of our Class A common stock at
Approximately
We received gross proceeds from our Public Offering and the sale of the Private
Placement Warrants of
The Founder Shares that we issued prior to the Closing Date will automatically convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our Initial Public Offering and related to the closing of the Initial Business Combination the ratio at which the shares of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of our Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of our Class A common stock issuable upon conversion of all issued and outstanding shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of our Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (after giving effect to any redemptions of shares of our Class A common stock by public stockholders and excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any Private Placement Warrants issued to our Sponsor, any affiliate of our Sponsor or any of our officers or directors upon conversion of any Working Capital Loans).
On
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from
For the three months ended
For the nine months ended
For the three months ended
For the period from
Liquidity, Capital Resources and Going Concern
As of
Our liquidity needs up to
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In
In order to finance transaction costs in connection with a business combination
our Sponsor or an affiliate of the Sponsor or certain of our officers and
directors may, but are not obligated to, provide Working Capital Loans. As of
In connection with the Company's assessment of going concern considerations in accordance with ASU 2014-15, management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Initial Business Combination in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Initial Business Combination if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
In connection with the Company's assessment of going concern considerations in
accordance with ASC 204-40 management has determined that if the Company is
unable to complete a business combination by
Related Party Transactions
Founder Shares
On
The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Initial Business Combination or (ii) subsequent to the Initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Registration Rights
The holders of the Founder Shares, Warrants that may be issued upon conversion
of Working Capital Loans (and any shares of Class A common stock issuable upon
the exercise of the Warrants that may be issued upon conversion of Working
Capital Loan and upon conversion of the Founder Shares) will be entitled to
registration rights pursuant to a registration rights agreement, requiring us to
register such securities for resale (in the case of the Founder Shares, only
after conversion to our Class A common stock). The holders of at least
Related Party Working Capital Loan
In addition, in order to finance transaction costs in connection with an Initial
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of
the Company's officers and directors may, but are not obligated to, loan the
Company a non-interest Working Capital Loans. If the Company completes an
Initial Business Combination, the Company will repay the Working Capital Loans
out of the proceeds of the Trust Account released to the Company. Otherwise, the
Working Capital Loans would be repaid only out of funds held outside the Trust
Account. In the event that the Initial Business Combination does not close, the
Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be
used to repay the Working Capital Loans. Except for the foregoing, the terms of
such Working Capital Loans, if any, have not been determined and no written
agreements exist with respect to such loans. The Working Capital Loans would
either be repaid upon consummation of the Initial Business Combination or, at
the lender's discretion, up to
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Related Party Promissory Note
On
Administrative Support Agreement
Beginning on
Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements and
related disclosures in conformity with accounting principles generally accepted
in
Class A Common Stock Subject to Possible Redemption
As a result of the right of stockholders to redeem their Public Shares in connection with a tender offer for shares or an Initial Business Combination, all such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480.
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1. Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred
through the Initial Public Offering that were directly related to the Initial
Public Offering. The Company incurred offering costs amounting to
Net Income per Share
Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We apply the two-class method in calculating earnings per share. Adjustment associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
Off-Balance Sheet Arrangements
As of
Contractual Obligations
As of
The Underwriters of the Initial Public Offering were entitled to underwriting
discounts and commissions of 5.5%, of which 2% (
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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 will be 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, our 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 are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (a) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the JOBS Act, (b) 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, (c) comply with any requirement that may be adopted by the Public Company Accounting and Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (d) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the closing of the Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
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