The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with our audited financial
statements and the notes related thereto which are included in "Item 8.
Financial Statements and Supplementary Data" of this Annual Report. Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including those set forth under "Special Note Regarding Forward-Looking
Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report.
Overview
We are a blank check company formed under the laws of the State of Delaware for
the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities. We intend to effectuate our business
combination using cash from the proceeds of the IPO and the sale of the Private
Placement Warrants, our capital stock, debt or a combination of cash, stock and
debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a business
combination will be successful.
Recent Developments
On March 7, 2023, our Sponsor agreed to make monthly deposits directly to the
trust account in the amount of $250,000 (each deposit, a "Contribution")
pursuant to a non-interest bearing, unsecured promissory note (the "Promissory
Note") issued by us to our Sponsor. Such Contributions will be paid monthly
beginning on March 17, 2023 until the earliest to occur of (i) the consummation
of the business combination, (ii) November 17, 2023 and (iii) if a business
combination is not consummated, the date of liquidation of the trust account, as
determined in the sole discretion of our board of directors. The Promissory Note
will mature on the earlier of (1) the date we consummate a business combination
and (2) the date that the winding up of the Company is effective.
We entered into a non-binding letter of intent that sets forth the preliminary
terms and conditions of a potential business combination with SLI, a private
company that meets our investment criteria and principles. As a result, the
completion window was extended from December 18, 2022 to March 18, 2023.
Following the Extension Vote, the Company's amended and restated certificate of
incorporation was amended to extend the completion window from March 18, 2023 to
December 18, 2023 or such earlier date as determined by the board of directors.
In connection with the Extension, 35,223,748 shares of Class A Common Stock were
redeemed, resulting in the payment of approximately $354.7 million from the
Trust Account.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities through December 31, 2022 were organizational activities,
those necessary to prepare for the IPO and identifying a target for our business
combination. We do not expect to generate any operating revenues until after the
completion of our business combination. We generate non-operating income in the
form of interest income on marketable securities held in the trust account. We
incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the year ended December 31, 2022, we had net income of $24,091,203, which
consists of a change in fair value of warrant liabilities of $21,260,000,
interest earned on marketable securities held in the trust account of
$6,349,654, change in fair value of conversion option liability of $145,441,
offset by operating costs of $2,240,024, interest expense of $138,536 and
provision for income tax of $1,285,332.
For the year ended December 31, 2021, we had net income of $2,136,002, which
consists of a change in fair value of warrant liabilities of $4,340,000,
interest earned on marketable securities held in our trust account of $189,309,
change in fair value of conversion option liability of $46,293 and an unrealized
gain on marketable securities held in our trust account of $8,379, offset by
operating costs of $2,394,781 and interest expense of $53,198.
Liquidity, Capital Resources and Going Concern
On December 18, 2020, we consummated the IPO of 50,000,000 Units at a price of
$10.00 per Unit, which includes the partial exercise by the underwriters of the
over-allotment option, at $10.00 per Unit, generating gross proceeds of
$500,000,000.
Simultaneously with the closing of the IPO, we consummated the sale of
11,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per
warrant, generating gross proceeds of $11,000,000.
Following the IPO, the partial exercise of the over-allotment option and the
sale of the Private Placement Warrants, a total of $500,000,000 was placed in
the trust account. We incurred $26,982,949 in transaction costs, including
$8,950,000 of underwriting fees, net of $1,050,000 reimbursed from the
underwriters, $17,500,000 of deferred underwriting fees and $532,949 of other
costs.
As of December 31, 2022, we had cash held in the trust account of $505,010,923.
Interest income on the balance in the trust account may be used by us to pay
taxes. Through December 31, 2022, there are no further withdrawals available for
2022 for working capital purposes and $1,325,382 available for payment of tax
obligations. For the year ended December 31, 2022, the Company withdrew
$1,000,000 from trust account for working capital purposes and $369,471 to pay
franchise and income taxes. In connection with the Extension, 35,223,748 shares
of Class A Common Stock were redeemed, resulting in the payment of approximately
$354.7 million from the Trust Account.
For the year ended December 31, 2022, cash used in operating activities was
$1,467,483. Net income of $24,091,203 was affected by interest earned on
marketable securities held in the trust account of $6,349,654, a change in the
fair value of warrant liabilities of $21,260,000, change in value of conversion
option liability of $145,441, and amortization of debt discount of $138,536.
Changes in operating assets and liabilities provided $2,057,873 of cash for
operating activities.
For the year ended December 31, 2021, cash used in operating activities was
$2,448,275. Net income of $2,136,002 was affected by interest earned on
marketable securities held in the trust account of $189,309, an unrealized gain
on marketable securities of $8,379, a change in the fair value of warrant
liabilities of $4,340,000, change in value of conversion option liability of
$46,293, and amortization of debt discount of $53,198. Changes in operating
assets and liabilities used $53,494 of cash for operating activities.
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In December 2022, we instructed the trustee with respect to the trust account to
liquidate the marketable securities held in the trust account and thereafter to
hold all funds in the trust account in cash. As a result, we will receive
minimal interest, if any, on the funds held in the trust account. We intend to
use substantially all of the funds held in the trust account, including any
amounts representing interest earned on the trust account (less deferred
underwriting commissions and income taxes payable), to complete our business
combination. 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.
As of December 31, 2022, we had cash of $108,829. We intend to use the 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 businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure,
negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a business combination, the initial stockholders or their
affiliates may, but are not obligated to, loan us funds as may be required. If
we complete a business combination, we would repay such loaned amounts. In the
event that a 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 for such repayment. Up to
$1,500,000 of such loans may be convertible into warrants identical to the
Private Placement Warrants, at a price of $1.00 per warrant at the option of the
lender. As of December 31, 2022, the outstanding principal balance under the
Convertible Promissory Note amounted to an aggregate of $1,000,000, with
$500,000 available for withdrawal.
On November 16, 2021, the Company entered into the Promissory Note, bearing
interest of 1.0% per annum with the sponsor, pursuant to which the sponsor
agreed to loan the Company up to an aggregate principal amount of $1,000,000.
Any borrowed amounts against the Promissory Note are due upon a successful
business combination or SPAC dissolution, if funds are available. Such loaned
amounts would be repaid using proceeds from the trust as part of the closing of
the business combination. As of this filing, there is $1,000,000 available for
withdrawal under the Promissory Note.
Additionally, to fund working capital the Company has permitted withdrawals
available up to an annual limit of $1,000,000, in additional to available
interest to pay any tax liabilities. These permitted withdrawals are limited to
only the interest available that has been earned in excess of the initial
deposit at the IPO. As of December 31, 2022, the Company has withdrawn all
$1,000,000 of the 2022 available annual limit; therefore, there are no further
withdrawals available for 2022 for working capital purposes. For the year ended
December 31, 2021, the Company withdrew $150,000 from the trust for working
capital purposes.
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 estimate 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 consummation
of our 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 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 upon expiration of the completion window. 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.
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In connection with the Company's assessment of going concern considerations in
accordance with ASC Subtopic 205-40, Presentation of Financial Statements-Going
Concern, the Company has until December 18, 2023 (or such earlier date as
determined by the board of directors) to consummate a business combination.
Management currently has no plans at this time to extend beyond the December 18,
2023 liquidation date and it is uncertain that the Company will be able to
negotiate a definitive agreement for a business combination and consummate a
business combination by this time. If a business combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution
of the Company. Management has determined that the potential mandatory
liquidation and subsequent dissolution raises substantial doubt about the
Company's ability to continue as a going concern. No adjustments have been made
to the carrying amounts of assets or liabilities should the Company be required
to liquidate after December 18, 2023 or such earlier date as determined by the
board of directors. The Company intends to complete a business combination
before the mandatory liquidation date but there are no assurances the Company
will be successful.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2022. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of $30,000 for office space and
administrative support to the Company. We began incurring these fees on
December 18, 2020 and will continue to incur these fees monthly until the
earlier of the completion of the business combination and the Company's
liquidation.
On November 16, 2021, the Company amended the terms of the administrative
services agreement between the Company and an affiliate of the sponsor to
reflect that, effective January 1, 2022, the $30,000 monthly payments from the
Company to an affiliate of the sponsor will no longer be payable by the Company
but will accrue as a contingent liability, payable upon completion of a business
combination.
The underwriters are entitled to a deferred fee of $0.35 per unit, or
$17,500,000 in the aggregate. The deferred fee will be waived by the
underwriters in the event that we do not complete a business combination,
subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible conversion in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Shares of Class A common stock subject to mandatory redemption is
classified as a liability instrument and 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' deficit. Our
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Class A 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 stock subject to possible redemption is presented at
redemption value as temporary equity, outside of the stockholders' deficit
section of our balance sheets.
Warrant Liabilities
The Company accounts for the Warrants in accordance with the guidance contained
in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for
equity treatment and must be recorded as liabilities. Accordingly, the Company
classifies the Warrants as liabilities at their fair value and adjusts 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. The Public Warrants
and Private Placement Warrants for periods where no observable traded price was
available are valued using a Monte Carlo simulation and a modified Black-Scholes
model, respectively. For periods subsequent to the detachment of the Public
Warrants from the Units, the Public Warrant quoted market price was used as the
fair value as of each relevant date.
Net Income per Common Share
Net income per share of common stock is computed by dividing net income by the
weighted average number of share of common stock outstanding during the period.
We apply the two-class method in calculating income per share of common stock.
Remeasurement adjustment associated with the redeemable shares of Class A common
stock is excluded from income per share of common stock as the redemption value
approximates fair value. The Company complies with accounting and disclosure
requirements of Financial Accounting Standards Board ASC 260, "Earnings Per
Share."
Recent Accounting Standards
The Company's management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the
Company's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. One of the
more significant accounting estimates included in these financial statements is
the determination of the fair value of the warrant liabilities. Such estimates
may be subject to change as more current information becomes available and,
accordingly, the actual results could differ significantly from those estimates.
Offering Costs
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin Topic 5A - "Expenses of Offering". Offering costs consist of
underwriting, legal, accounting and other expenses incurred through IPO that are
directly related to the IPO. Offering costs are allocated to the separable
financial instruments issued in the IPO based on a relative fair value basis,
compared to total proceeds received. Offering
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costs associated with derivative warrant liabilities are expensed as incurred
and presented as non-operating expenses. Offering costs amounted to $26,982,949,
of which $26,303,933 were charged to stockholders' deficit upon the completion
of the IPO and $679,016 were charged to operations.
Convertible Debt
The Company accounts for conversion options embedded in convertible notes in
accordance with ASC 815. ASC 815 generally requires companies to bifurcate
conversion options embedded in convertible notes from their host instruments and
to account for them as free-standing derivative financial instruments.
The Company reviews the terms of convertible debt issued to determine whether
there are embedded derivative instruments, including embedded conversion
options, which are required to be bifurcated and accounted for separately as
derivative financial instruments. In circumstances where the host instrument
contains more than one embedded derivative instrument, including the conversion
option, that is required to be bifurcated, the bifurcated derivative instruments
are accounted for as a single, compound derivative instrument.
Bifurcated embedded derivatives are initially recorded at fair value and are
then revalued at each reporting date with changes in the fair value reported as
non-operating income or expense. When the equity or convertible debt instruments
contain embedded derivative instruments that are to be bifurcated and accounted
for as liabilities, the total proceeds received are first allocated to the fair
value of all the bifurcated derivative instruments. The remaining proceeds, if
any, are then allocated to the host instruments themselves, usually resulting in
those instruments being recorded at a discount from their face value. The
discount from the face value of the convertible debt, together with the stated
interest on the instrument, is amortized over the life of the instrument through
periodic charges to interest expense.
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