References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act, 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 on
Our Sponsors are
Simultaneously with the closing of the IPO, we consummated the Private Placement
of 5,945,281 Private Placement Warrants at a price of
Upon the closing of the IPO and the Private Placement in
Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination.
If we are unable to complete an initial business combination within 24 months
from the closing of the IPO, or
44
Liquidity and Capital Resources
At
During the period covered by this Annual Report, the Company consummated its IPO
and Private Placement, and the underwriters partially exercised their
over-allotment option. Of the net proceeds from the IPO, partial exercise of the
over-allotment option, and associated Private Placements,
The Company's initial stockholders, officers, directors or their affiliates may,
but are not obligated to, loan the Company working capital loans. If the Company
completes an initial business combination, the Company may repay the working
capital loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the working capital loans may be repaid only out of funds held
outside the Trust Account. In the event that an 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, other than the
interest on such proceeds that may be released for working capital purposes.
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 an initial
business combination, without interest, or, at the lender's discretion, up to
Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of an initial business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, 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 business combination.
Our management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our IPO and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents 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 expenses as we conduct due diligence on prospective business combination candidates.
For the period from
45 Contractual Obligations Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, (and any shares of Class A 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) are 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
We granted the underwriters a 45-day option from the final prospectus relating
to the IPO to purchase up to 4,500,000 additional Units to cover
over-allotments, if any, at the IPO price less the underwriting discounts. The
underwriters partially exercised their over-allotment option on
The underwriters were paid a cash underwriting discount of
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP and rules and
regulations of the
We believe that the assumptions, judgments and estimates involved in the accounting for our fair value of derivatives have the greatest potential impact on our financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates. Therefore, we consider these to be our critical accounting policies and estimates, which are discussed further as follows. For further information on all of our significant accounting policies, see Note 2 to our financial statements.
Warrants
We account for the Public Warrants and Private Placement Warrants as a liability
based on an assessment of the warrant's specific terms and applicable
authoritative guidance in
Recent Accounting Pronouncements
Our management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our financial statements (see Note 2).
46 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 are 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, the 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, (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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