References to "we," "us," "company" or "our company" are 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 (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (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
We currently intend to concentrate our efforts in identifying businesses in the
industrial technology, advanced materials or specialty chemicals industries
(collectively, "Advanced Industrials"). A common theme across these sectors is
the application of technology to make industrial processes more profitable,
faster, more sustainable, less capital-intensive and less complex. Specifically,
we intend to identify businesses that apply innovative technology to
engineering, production, assembly and manufacturing. These innovations include a
wide range of automation, analytics and productivity tools, as well as control
systems, high precision technologies, sustainability technologies, high
performance computing and robotics. These technologies enable companies to
confront numerous challenges inherent in their daily operations, such as rising
wage rates, globalization, increased regulation, higher quality standards,
heightened focus on sustainability and tighter timelines. We are also interested
in companies that participate in market segments that are adjacent to Advanced
Industrials. We believe that there are many potential targets within Advanced
Industrials that could become attractive public companies. These potential
targets exhibit a broad range of business models and financial characteristics,
with enterprise values ranging between
We are not, however, required to complete our initial business combination with an Advanced Industrials business and, as a result, we may pursue a business combination outside of this industry. We are seeking to acquire mature businesses that we believe are fundamentally sound, yet which could benefit from additional financial, operational, strategic or managerial resources to achieve maximum value potential. We are also targeting earlier stage, yet established, companies that exhibit the potential to disrupt the market segments in which they participate through innovation and which offer the potential of sustained high levels of revenue growth.
Our sponsor is affiliated with and controlled by Mason Capital, a registered
investment adviser under the Investment Advisers Act of 1940, as amended, which
was established in 2000 and had over
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
All activity from our inception through the date of our IPO,
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For the three months ended
As described in Note 3, Summary of Significant Accounting Policies, in "Part 1. Financial Information - Item 1. Financial Statements," we account for (i) the Warrants issued in connection with our IPO and Private Placement and (ii) the forward purchase agreement as derivative instruments which were initially recorded at their fair value. These derivative instruments are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
Liquidity and Capital Resources
Prior to the completion of the IPO, our liquidity needs were satisfied through
receipt of
On
For the three months ended
As of
As of
In order to fund working capital deficiencies and/or finance transaction costs
in connection with an initial 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. If we complete our initial
Business Combination, we would repay such loaned amounts. In the event that our
initial 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
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 estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 completion 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. 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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Related Party Transactions
Please refer to Note 6, Related Party Transactions, in "Part 1. Financial Information - Item 1. Financial Statements" for a discussion of our related party transactions with the Founder Shares and the Private Placement.
Critical Accounting Policies and Estimates
Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See "Note 2-Summary of Significant Account Policies" in our 2020 Form 10-K, for a discussion of the estimates and judgments necessary in our accounting for common stock subject to possible redemption, and net income (loss) per common share. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed financial statements contained in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.
Recent Accounting Pronouncements
Please refer to Note 3, Summary of Significant Accounting Policies, in "Part 1. Financial Information - Item 1. Financial Statements" for a discussion of recent accounting pronouncements and their anticipated effect on our business.
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 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 initial public offering or until we are no longer an "emerging growth company," whichever is earlier.
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