References in this Annual Report to "we," "us" or the "company" refer to
Special Note Regarding Forward-Looking Statements
This Annual Report includes "forward-looking statements" that are not historical
facts, and involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. All statements, other than
statements of historical fact included in this Annual Report including, without
limitation, statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the company's financial
position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. Words such as "expect,"
"believe," "anticipate," "intend," "estimate," "seek" and variations and similar
words and expressions are intended to identify such forward-looking statements.
Such forward-looking statements relate to future events or future performance,
but reflect management's current beliefs, based on information currently
available. A number of factors could cause actual events, performance or results
to differ materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
company's final prospectus for its Initial Public Offering filed with the
Overview
We are a blank check company incorporated in the
Results of Operations
Our entire activity since inception up to
For the period from
Liquidity and Capital Resources
On
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As of
The company's initial stockholders, officers, directors or their affiliates may,
but are not obligated to, loan the company funds as may be required. If the
company completes a 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 a 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 a 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 a 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.
Off-Balance Sheet Financing Arrangements
As of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Underwriting Agreement
The underwriters are entitled to a deferred fee of
Registration and Shareholder Rights Agreement
Pursuant to a registration and shareholder rights agreement entered into on
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Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in
We have identified the following critical accounting policies with respect to our securities issued in the Initial Public Offering.
Public Warrant and Private Placement Warrant Liability
The company has accounted for the 12,344,116 warrants (comprised of the
7,388,654 public warrants and the 4,955,462 private placement warrants) in
accordance with the guidance contained in
We established the initial fair value for the warrants on
The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
Forward Purchase Agreement Warrant Liability
We account for the 1,000,000 forward purchase warrants in the units associated with the forward purchase agreement in accordance with the guidance contained in FASB ASC 815 "Derivatives and Hedging" whereby under that provision the forward purchase warrants do not meet the criteria for equity treatment and must be recorded as a liability. We classify the forward purchase warrants as a liability at fair value and adjust the forward purchase warrants to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the forward purchase warrants are exercised or expire, and any change in fair value will be recognized in the company's statement of operations.
We established the initial fair value for the
The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such forward purchase warrant classification is also subject to re-evaluation at each reporting period. Upon recognition of the forward purchase warrant liability a corresponding reduction was recognized to equity.
Class A Ordinary Shares Subject to Possible Redemption
The company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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 the company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The company's ordinary shares feature certain redemption rights that are considered to be outside of the company's control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the company's balance sheet.
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Net Income Per Ordinary Share
We have two classes of ordinary shares, which are referred to as Class A
ordinary shares and Class B ordinary shares. Earnings and losses are shared pro
rata between the two classes of ordinary shares. Private warrants and public
warrants to purchase 12,344,116 Class A ordinary shares at
Recent Accounting Standards
In
The company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
JOBS Act
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, our 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 of the Sarbanes-Oxley Act, (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), (iv) hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved and (v) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer'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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