References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report
including, without limitation, statements under this "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding our
financial position, business strategy and the plans and objectives of management
for future operations, are forward-looking statements. When used in this Report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or our management, identify
forward-looking statements. Such forward- looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward- looking statements as a result of
certain factors detailed in our filings with the
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited 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.
Overview
We are a blank check company incorporated in
Although we are not limited to a particular industry or sector for purposes of consummating a Business Combination, we intend to concentrate on sourcing business combination opportunities in industry sectors that are being fundamentally reshaped by the introduction of advanced technologies, such as robotics, automation and artificial intelligence ("RAAI"), commonly referred to as "Industry 4.0." In addition to RAAI, which we expect will be a key theme and focus as we source business combination opportunities, we plan to also utilize the experience and relationship networks of our management team and board of directors to identify and source attractive and high growth opportunities in the environmental, social and governance, and specifically, the sustainability arena.
Our sponsor is
Each Unit consists of one share of the Company's Class A common stock,
Simultaneously with the consummation of the closing of the Initial Public
Offering, we consummated the private placement of an aggregate of 5,000,000
warrants (each, a "Private Placement Warrant" and collectively, the "Private
Placement Warrants") at a price of
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Following the closing of the Initial Public Offering on
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. There is no assurance that we will be able to complete a Business Combination successfully. The Nasdaq rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the Trust Account (excluding deferred underwriting costs and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. We will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
We will have until 18 months from the closing of the Initial Public Offering to
complete a Business Combination (the "Combination Period"). If we are unable to
complete a Business Combination within the Combination Period, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the
funds held in the Trust Account and not previously released to the Company to
pay its tax obligations (less up to
Liquidity and Capital Resources, and Going Concern
As of
Our liquidity needs prior to the consummation of the Initial Public Offering
were satisfied through the payment of
Based on the foregoing, we do not believe we have sufficient liquidity to meet
our current and future estimated financial obligations. The Sponsor or an
affiliate of the Sponsor, or certain of the Company's officers and directors
may, but are not obligated to, provide the Company with working capital loans.
If we complete a business combination, we would repay any working capital loans
out of the proceeds of the Trust Account released to us. 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 through
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Additionally, if our estimates of the costs of undertaking in-depth due
diligence and negotiating our initial business combination are less than the
actual amount necessary to do so, or the amount of interest available to us from
the Trust Account is less than we expect as a result of the current interest
rate environment, we may have insufficient funds available to operate our
business prior to our initial business combination. Moreover, we may need to
obtain additional financing either to consummate 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 consummate such financing simultaneously with the consummation of our
initial business combination. Following our initial business combination, if
cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations. If we are unable to complete a business
combination by
Our anticipated shortfall of sufficient liquidity to meet our current and future estimated financial obligations raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. We plan to address this uncertainty through working capital loans, and through consummation of our initial business combination. There is no assurance that working capital loans will be available to the Company or that our plans to consummate our initial Business Combination will be successful.
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of this quarterly report. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our entire activity since inception up to
For the three months ended
For the nine months ended September, 2022, we had net income of approximately
Contractual Obligations
Administrative Services Agreement
Commencing on the date of the Initial Public Offering, we entered into an
agreement to pay
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Underwriting Agreement
We granted the underwriter a 45-day option to purchase up to 2,250,000
additional Units to cover over-allotments at the Initial Public Offering price,
less the underwriting discounts and commissions. The underwriter waived the
election to exercise its over-allotment option on
The underwriter received a cash underwriting discount of
Critical Accounting Policies
Derivative Warrant Liabilities and Class A Common Stock Subject to Possible Redemption
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We account for warrants based on an assessment of
specific terms and applicable authoritative guidance in the
We issued 7,500,000 Public Warrants to investors in our Initial Public Offering and issued 5,000,000 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the Public Warrants and Private Placement Warrants were estimated using a Monte-Carlo simulation model.
The Company will provide its holders of the outstanding Public Shares (the
"public stockholders") with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in
connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will
seek stockholder approval of a Business Combination or conduct a tender offer
will be made by the Company, solely in its discretion. The public stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the
amount then in the Trust Account (initially anticipated to be
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Net Income per Common Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
Earnings Per Share. Net income per common share is computed by dividing net
income by the weighted average number of common shares outstanding during the
period as calculated using the two-class method. At
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
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