References to the "Company," "our," "us" or "we" refer to
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 as a
The Registration Statement for our initial public offering was declared
effective on
Simultaneously with the closing of the Initial Public Offering, the Company
completed the private sale of 596,200 units (the "Private Placement Units") at a
purchase price of
Approximately
If we are unable to complete an initial business combination within fifteen (15)
months from the closing of the Initial Public Offering, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) 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 us to pay our franchise
and income taxes (less up to
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(including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our
obligations under
Business Combination Agreement
On
Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:
Each Unit issued and outstanding immediately prior to the effective time of the
Merger (the "Effective Time") will be automatically detached and the holder
thereof will be deemed to hold one share of Common Stock and one warrant of the
? Company entitling the holder thereof to purchase three-fourths (3/4) of one
share of Common Stock, which underlying securities will be converted in
accordance with the applicable terms of the Business Combination Agreement as
further described below.
Each Share of Common Stock issued and outstanding immediately prior to the
Effective Time will be automatically converted into a number of ordinary
shares, no par value per share, of HUB (the "HUB Ordinary Shares" and such
number of HUB Ordinary Shares, the "Per Share Consideration") equal to the
Aggregate Transaction Share Consideration divided by the number of issued and
? outstanding shares of Common Stock immediately prior to the Effective Time,
after taking into account stockholder redemptions. Following such conversion,
all shares of Common Stock will automatically be canceled and cease to exist by
virtue of the Merger. The holders of shares of Common Stock outstanding
immediately prior to the Effective Time shall cease to have any rights with
respect to such shares, except as provided in the Business Combination
Agreement or under applicable law.
"Aggregate Transaction Share Consideration" means an aggregate number of HUB
Ordinary Shares equal to the quotient of (a) the amount equal to (i)
(a) All rights with respect to shares of Common Stock underlying warrants will
be converted into rights with respect to HUB Ordinary Shares and thereupon
assumed by HUB; (b) the number of HUB Ordinary Shares subject to each warrant
assumed by HUB will be determined by multiplying (i) the number of shares of
Common Stock that were subject to such warrant, as in effect immediately prior
to the Effective Time, by (ii) the Per Share Consideration, and rounding the
? resulting number down to the nearest whole number of HUB Ordinary Shares; (c)
the per share exercise price for the HUB Ordinary Shares issuable upon exercise
of each warrant assumed by HUB will be determined by dividing (i) the exercise
price per share of Common Stock subject to such warrant, as in effect
immediately prior to the Effective Time, by (ii) the Per Share Consideration;
and (d) any restriction on the exercise of any warrant assumed by HUB will
continue in full force and effect and the term, exercisability, vesting
schedule and other provisions of such warrant will otherwise remain unchanged.
Each share of capital stock of Merger Sub issued and outstanding immediately
prior to the Effective Time will be converted into and become one validly
? issued, fully paid and non-assessable share of common stock, par value
per share, of the
outstanding share of capital stock of the
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.
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Contemporaneously with the execution of the Business Combination Agreement, HUB
entered into subscription agreements (the "PIPE Subscription Agreements") with
certain qualified institutional buyers and accredited investors (the
"Subscribers"), pursuant to which, among other things, the Subscribers have
agreed to subscribe for HUB Ordinary Shares that will be issued in connection
with the closing of the Merger (the "PIPE Shares"), for aggregate gross proceeds
of approximately
Pursuant to the PIPE Subscription Agreements, HUB has agreed to file (at HUB's
sole cost and expense) a registration statement registering the resale of the
PIPE Shares (the "PIPE Resale Registration Statement") within 45 days of the
closing of the Merger. HUB will use its commercially reasonable efforts to have
the PIPE Resale Registration Statement declared effective as soon as practical,
but no later than the earlier of (a) ninety (90) calendar days after the filing
thereof (or one hundred twenty (120) calendar days after the filing thereof if
the
Each PIPE Subscription Agreement would terminate upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties thereto to terminate the Subscription Agreement, or (c) 90 days after the Termination Date.
Please see the Form 8-K filed with the
Results of Operations
Our only activities from
For the three months ended
For the period from
Liquidity and Capital Resources
Our liquidity needs up to the Public Offering were satisfied through receipt of
a
In addition, in the short term and long term, in connection with a business
combination, our Sponsor or an affiliate of our Sponsor, or certain of our
officers and directors may, but are not obligated to, loan us funds as may be
required. As of
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The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and "piggyback" registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company paid an underwriting discount of
Administrative Services Agreement
Commencing on the date that our securities were first listed on the NASDAQ
Capital Market and continuing until the earlier of our consummation of an
initial business combination or our liquidation, we have agreed to pay an
affiliate of our Sponsor a total of
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Common stock subject to possible redemption
We account for the common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Mount Rainier's control) are classified as temporary equity. At all other times, common stock are classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of Mount Rainier's control and subject to occurrence of uncertain future events.
Impact of COVID-19
Our Sponsor continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the balance date.
Recent Accounting Pronouncements
We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our financial statements.
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Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
On
As an "emerging growth company," we are not required to, among other things,
(i) provide an auditor's attestation report on our system of internal controls
over financial reporting, (ii) provide all of the compensation disclosure that
may be required of non-emerging growth public companies, (iii) comply with any
requirement that may be adopted by the
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