Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding completing an initial business combination, the consequences of not completing an initial business combination, the release of funds held in the Trust Account (as defined below), the availability of working capital and borrowing capacity, the use of funds outside the Trust Account, the payment of deferred underwriting commissions to the underwriters of our IPO (as defined below), the payment of fees in connection with our services agreement and facilities sharing agreement to Liberty Media Corporation ("LMC"), the impact of accounting standards on our financial statements, fluctuations in interest rates and foreign exchange rates, and our obligations under the forward purchase agreement we entered into in connection with our IPO. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
? our being a newly incorporated company with no operating history and no
revenue;
? our ability to select an appropriate target business or businesses;
? our ability to complete our initial business combination;
? our expectations around the performance of a prospective target business or
businesses;
? our success in retaining or recruiting, or changes required in, our officers,
key employees or directors following our initial business combination;
our directors and officers allocating their time to other businesses and
? potentially having conflicts of interest with our business or in approving our
initial business combination;
actual and potential conflicts of interest relating to LMC, our Sponsor (as
? defined below) and other entities in which members of our management team are
involved;
? our potential ability to obtain additional financing to complete our initial
business combination including from our Sponsor, LMC or other third parties;
? our pool of prospective target businesses, including the location and industry
of such target businesses;
our ability to consummate an initial business combination due to the
? uncertainty resulting from the recent COVID-19 pandemic and other events (such
as terrorist attacks, natural disasters or a significant outbreak of other
infectious diseases);
? the ability of our officers and directors to generate a number of potential
initial business combination opportunities;
the voting structure of our common stock, including any potential adverse
effect on our ability to complete an initial business combination timely or
? cost effectively, and, following our initial business combination, our status
as a controlled company and the ability of our Sponsor and LMC to exercise
control over our policies and operations, each as a result of the high vote
feature of our Series B common stock;
? our public securities' potential liquidity and trading;
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? 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;
? the classification of our warrants as liabilities; and
? our financial performance following our IPO.
For additional risk factors, please see our final prospectus for our IPO filed
with the
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed financial statements and the notes thereto.
Overview
The accompanying financial statements and the other information herein refer to
On
The registration statement for our initial public offering ("IPO") became
effective on
Substantially concurrent with the closing of the IPO, the Company completed the
private placement of 10,000,000 warrants (the "Private Placement Warrants") at a
purchase price of
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permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Series A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the consummation of the initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Series A Common Stock issuable upon exercise of these warrants) are entitled to registration rights.
A total of
Our Sponsor, executive officers and directors have agreed that we only have 24
months from the closing of the IPO to complete an initial business combination
(or 27 months if an agreement in principle event has occurred). If we have not
completed an initial business combination within such 24-month period (or 27
months if an agreement in principle event has occurred) or during any extended
time that we have to consummate an initial business combination beyond 24 months
(or 27 months if an agreement in principle event has occurred) as a result of a
stockholder vote to amend our Amended and Restated Certificate of Incorporation,
we will: (1) cease all operations except for the purposes of winding up; (2) as
promptly as reasonably possible but not more than 10 business days thereafter,
redeem the Series A Common Stock, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable, and less up to
Results of Operations
From
For the three and six months ended
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Liquidity and Capital Resources
As of
Our liquidity needs prior to the consummation of the IPO were satisfied through
the proceeds of
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of the initial business combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, payments under the shared services and facilities sharing arrangements, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination.
We do not have any long-term debt obligations, finance lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
On
The underwriters are entitled to underwriting discounts and commissions of 5.5%,
of which 2.0% (
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Warrant Liability
We account for the Warrants 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. The Public Warrants and Forward Purchase Warrants at the IPO date where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to when the Public Warrants traded separately from the Units, the Public Warrant quoted market price was used as the fair value Public Warrants and Forward Purchase Warrants. The fair value of the Private Placement Warrants is determined using a Black-Scholes option pricing model using observable market data as the significant inputs (volatility, risk free rate and dividend yield).
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Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
JOBS Act
We are in the process of evaluating the benefits of relying on the 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, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) 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, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.
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