References in this Quarterly Report on Form 10-Q (this "Quarterly Report") to
the "Company," "our," "us" or "we" refer to Starboard Value Acquisition Corp.
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited interim
condensed consolidated financial statements and the notes thereto contained
elsewhere in this Quarterly Report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report 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
Securities and Exchange Commission ("SEC") filings.
Overview
We are a blank check company incorporated in Delaware on November 14, 2019. We
were formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Initial Business Combination"). We are an emerging
growth company and, as such, the Company is subject to all of the risks
associated with emerging growth companies.
Our sponsor is SVAC Sponsor LLC, a Delaware limited liability company (the
"Sponsor"). The registration statements for our initial public offering (the
"Initial Public Offering") became effective on September 9, 2020. On September
14, 2020, we consummated our Initial Public Offering of 36,000,000 units (the
"Units" and, with respect to the Class A common stock, par value $0.0001 per
share, included in the Units offered, the "Public Shares") at $10.00 per Unit,
generating gross proceeds of $360.0 million, and incurring offering costs of
approximately $23.0 million, inclusive of $16.2 million in deferred underwriting
commissions. The underwriters were granted a 45-day option from the date of the
final prospectus relating to the Initial Public Offering to purchase up to
5,400,000 additional Units to cover over-allotments, if any, at $10.00 per Unit,
less underwriting discounts and commissions. On September 18, 2020, the
underwriters partially exercised the over-allotment option and on September 23,
2020, purchased an additional 4,423,453 Units (the "Over-Allotment Units"),
generating gross proceeds of approximately $44.2 million, and incurred
additional offering costs of approximately $2.7 million (net of approximately
$221,000 in reimbursement for certain expenses from the underwriters), including
approximately $2.0 million in deferred underwriting fees.
Simultaneously with the closing of the Initial Public Offering, we completed the
private sale (the "Private Placement") of an aggregate of 6,133,333 warrants
(the "Private Placement Warrants") to the Sponsor, at a purchase price of $1.50
per Private Placement Warrant, generating gross proceeds to us of $9.2 million.
In connection with the underwriters' partial exercise of their over-allotment
option, the Sponsor purchased an additional 589,794 Private Placement Warrants,
generating gross proceeds to us of approximately $0.9 million.
Upon the closing of the Initial Public Offering, the Private Placement and the
sale of the Over-Allotment Units and 589,794 additional Private Placement
Warrants, $404.2 million ($10.00 per Unit) of the net proceeds of the sale of
the Units in the Initial Public Offering, the Private Placement, the
Over-Allotment Units and the additional Private Placement Warrants were placed
in a trust account ("Trust Account") located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and invested only
in U.S. "government securities," within the meaning set forth in Section
2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment
Company Act"), with a maturity of 185 days or less, or in money market funds
meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7
under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by us, until the earlier of: (i) the
completion of an Initial Business Combination and (ii) the distribution of the
Trust Account as described below.
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Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering 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.
There is no assurance that we will be able to complete an Initial Business
Combination successfully. We must complete one or more Initial Business
Combinations having an aggregate fair market value of at least 80% of the value
of the Trust Account (excluding any deferred underwriting discount and taxes
payable on the income earned on the Trust Account) at the time of the agreement
to enter into the Initial Business Combination. However, we will only complete
an Initial Business Combination if the post-transaction company owns or acquires
50% or more of the voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to
register as an investment company under the Investment Company Act.
If we are unable to complete an Initial Business Combination within 24 months
from the closing of the Initial Public Offering, or September 14, 2022, we will
(i) cease all operations, except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to us to pay our
franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then-outstanding Public Shares, which
redemption will completely extinguish the Public Stockholders' rights as
stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
Liquidity and Capital Resources
As of March 31, 2021, we had approximately $1.9 million in cash and working
capital of approximately $1.4 million (not taking into account approximately
$52,000 of taxes that may be paid using interest income from the Trust Account).
Our liquidity needs to date have been satisfied through the payment of $25,000
from the Sponsor to purchase shares of the Company's Class B common stock, par
value $0.0001 per share (the "Founder Shares"), the loan under a promissory note
from the Sponsor (the "Note") of approximately $141,000 and the net proceeds
from the consummation of the Private Placement not held in the Trust Account. We
fully repaid the Note on September 14, 2020. In addition, in order to finance
transaction costs in connection with an Initial Business Combination, the
Sponsor or an affiliate of the Sponsor, or our officers and directors may, but
are not obligated to, provide us working capital loans. As of March 31, 2021 and
December 31, 2020, there were no working capital loans outstanding.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet our needs through the earlier of the
consummation of an Initial Business Combination or one year from this filing.
Over this time period, we 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 Initial Business Combination.
The Company's 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 financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
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Proposed Business Combination
On February 21, 2021, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Mundo Merger Sub 1, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Sub 1"), Mundo Merger Sub 2,
LLC, a Delaware limited liability company and wholly-owned subsidiary of the
Company ("Merger Sub 2"), Cyxtera Technologies, Inc., a Delaware corporation
("Cyxtera"), and Mundo Holdings, Inc. ("NewCo"), a Delaware corporation and
wholly-owned subsidiary of SIS Holdings LP, a Delaware limited partnership
("Cyxtera Stockholder"), which provides for, among other things, (i) Cyxtera to
be contributed to Newco by the Cyxtera Stockholder, with Cyxtera becoming a
wholly-owned subsidiary of Newco, (ii) Merger Sub 1 to be merged with and into
NewCo (the "First Merger"), with NewCo surviving the First Merger as a
wholly-owned subsidiary of the Company and Merger Sub 1 ceasing to exist, and
(iii) immediately following the First Merger, NewCo to be merged with and into
Merger Sub 2 (the "Second Merger", and together with the First Merger and the
other transactions contemplated by the Merger Agreement, the "Cyxtera Business
Combination"), with Merger Sub 2 surviving the Second Merger as a wholly-owned
subsidiary of the Company and NewCo ceasing to exist. As a result of the Cyxtera
Business Combination, Cyxtera and the various operating subsidiaries of Cyxtera
will become subsidiaries of the Company, with the Cyxtera Stockholder becoming a
stockholder of the Company. Upon closing of the Cyxtera Business Combination,
the Company will be renamed "Cyxtera Technologies, Inc." As a consequence of the
Cyxtera Business Combination, each issued and outstanding Founder Share will
automatically convert into a share of Class A common stock on a one-for-one
basis. The Cyxtera Business Combination is expected to close mid-2021, following
the receipt of the required approval by the Company's stockholders and the
fulfillment of other customary closing conditions.
In connection with the Merger Agreement, the Cyxtera Stockholder entered into a
Stockholder Support Agreement with the Company and Cyxtera (the "Stockholder
Support Agreement"), pursuant to which, among other things, the Cyxtera
Stockholder agreed to (i) provide its consent to the adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement, including
the mergers and the pre-closing restructuring, and (ii) take all actions
necessary or appropriate to contribute its equity securities in Cyxtera to NewCo
and otherwise cause the pre-closing restructuring to occur in accordance with
the Merger Agreement. In addition, the Cyxtera Stockholder agreed not to
transfer any equity securities of Cyxtera or NewCo until the date upon which the
Stockholder Support Agreement expires, except as contemplated by the Stockholder
Support Agreement. Further, the Sponsor and the other holders of the Founder
Shares (together with the Sponsor, the "Insiders") entered into a Sponsor
Support Agreement with the Company and Cyxtera (the "Sponsor Support
Agreement"), pursuant to which, among other things, each Insider agreed to (i)
vote all Class A common stock and Class B common stock owned by it, him or her
(all such common stock, the "Covered Shares") in favor of the transactions
contemplated by the Merger Agreement, including the mergers, and each other
proposal related thereto included on the agenda for the special meeting of
stockholders related thereto and (ii) not redeem, or seek to redeem, any Covered
Shares owned by it, him or her in connection with the stockholder approval of
the Cyxtera Business Combination. In addition, each Insider agreed, subject to
certain exceptions, not to transfer, as applicable, any shares of Class B common
stock, Private Placement Warrants (or shares of Class A common stock issued or
issuable upon the exercise of Private Placement Warrants) or other equity
securities of the Company until the date upon which the Sponsor Support
Agreement expires. Solely in connection with and only for the purpose of the
transactions contemplated by the Merger Agreement, each Insider irrevocably and
unconditionally waived and agreed not to assert, claim or perfect any rights to
adjustment or other anti-dilution protection with respect to the rate that the
shares of Class B common stock held by him, her or it converts into Class A
common stock pursuant to Section 4.3 of the Company's Certificate of
Incorporation or any other anti-dilution protections or other adjustment or
similar protections that arise in connection with the Cyxtera Business
Combination.
In addition, Cyxtera and the forward purchasers (as defined below) entered into
a letter agreement related to the optional share purchase agreement (as defined
below), pursuant to which letter agreement the forward purchasers agreed not to
purchase optional shares (as defined below) in an aggregate amount exceeding
$75,000,000 for all forward purchasers.
In connection with the Merger Agreement, the Company also entered into separate
subscription agreements, dated February 21, 2021, with certain investors,
pursuant to which the Company has agreed to issue and sell, in private
placements to close immediately prior to the closing of the Cyxtera Business
Combination, an aggregate of 25,000,000 shares of Class A common stock for a
purchase price of $10.00 per share and an aggregate purchase price of
$250,000,000, of which certain clients of Starboard Value LP have committed to
purchase, on the same terms as the other subscribers, an aggregate of 6,000,000
shares of Class A common stock, for a purchase price of $10.00 per share and an
aggregate purchase price of $60,000,000.
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Results of Operations
Our entire activity since inception up to March 31, 2021 was in preparation for
our formation and the Initial Public Offering, and since the closing of the
Initial Public Company, the search for a prospective Initial Business
Combination. We will not be generating any operating revenues until the closing
and completion of our Initial Business Combination.
For the three months ended March 31, 2021, we had net income of approximately
$12.0 million, which consisted of approximately $1.0 million in general and
administrative expenses, $30,000 in administrative expenses - related party,
approximately $50,000 in franchise tax expense, approximately $1,000 in income
tax expense, offset by approximately $13.0 million in change in fair value of
derivative warrant liabilities, and approximately $58,000 in net gain from
investments held in Trust Account.
Contractual Obligations
Forward Purchase Agreement
On September 9, 2020, certain clients of Starboard Value LP, a Delaware limited
partnership, which are also the majority-owners of the Sponsor, entered into a
forward purchase agreement (the "forward purchase agreement") with us, pursuant
to which such clients (the "forward purchasers") will purchase shares of our
Class A common stock ("forward purchase shares") at a price equal to $9.50 per
share, in a private placement that will close simultaneously with the closing of
the Initial Business Combination. At the closing, the forward purchasers will
purchase the number of forward purchase shares from us that would result in net
proceeds in an aggregate amount necessary to satisfy the aggregate payment
obligations resulting from the exercise of redemption rights by holders of the
Public Shares in connection with the Initial Business Combination (the
"Redemption Obligation"), subject to a maximum funding commitment by the forward
purchasers of $100.0 million. In addition, in connection with their purchase of
any forward purchase shares, the forward purchasers will acquire private
placement warrants at the distribution time. The forward purchasers have agreed
that they will not redeem any Class A common stock held by them in connection
with the Initial Business Combination. The forward purchase shares are identical
to the shares of Class A common stock included in the Units, except that the
forward purchase shares are subject to transfer restrictions and certain
registration rights, as described herein, and there is no contingent right to
receive Distributable Redeemable Warrants attached to the forward purchase
shares. Rather, in connection with their purchase of any forward purchase
shares, the forward purchasers will acquire private placement warrants.
Optional Share Purchase Agreement
In addition, on September 9, 2020, we entered into an agreement with the forward
purchasers, pursuant to which the forward purchasers may, at their option in
whole or in part, anytime or from time to time during the 6-month period
following the closing of the Initial Business Combination, purchase additional
common equity of the surviving entity in the Initial Business Combination at a
price of $10.00 per share (or other relevant equity interest) (the "optional
shares") for aggregate consideration not to exceed the difference between (i)
$150.0 million and (ii) the lesser of (a) the Redemption Obligation or (b)
$100.0 million (the "optional share purchase agreement").
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. However, the
registration rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until the
termination of the applicable lock-up period for the securities to be
registered. We will bear the expenses incurred in connection with the filing of
any such registration statements.
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Pursuant to the forward purchase agreement, we agreed to use our commercially
reasonable efforts to (i) within 30 days after the closing of the Initial
Business Combination, file a registration statement with the SEC for a secondary
offering of the forward purchase shares and any private placement warrants
(including the shares of common stock issuable upon exercise thereof) issued to
the forward purchasers, (ii) cause such registration statement to be declared
effective promptly thereafter, but in no event later than 60 days after such
closing and (iii) maintain the effectiveness of such registration statement,
until the earlier of (A) the date on which the forward purchasers cease to hold
the securities covered thereby and (B) the date all of the securities covered
thereby can be sold publicly without restriction or limitation under Rule 144
under the Securities Act and without the requirement to be in compliance with
Rule 144(c)(1) under the Securities Act, subject to certain conditions and
limitations set forth in the forward purchase agreement. We will bear the costs
of registering the forward purchase shares and private placement warrants. The
optional share purchase agreement provides that the forward purchasers are
entitled to certain registration rights with respect to their optional shares.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per Unit,
and were paid approximately $8.1 million in the aggregate, upon the closing of
the Initial Public Offering and the sale of Over-Allotment Units. The
underwriters agreed and paid approximately $2.0 million to us to reimburse
certain of our expenses in connection with the Initial Public Offering and the
sale of Over-Allotment Units.
An additional fee of $0.45 per Unit, or $18.2 million in the aggregate, will be
payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust
Account solely in the event that we complete an Initial Business Combination,
subject to the terms of the underwriting agreement.
Deferred Legal Fees
We obtained legal advisory service with a legal counsel firm in connection with
the Initial Public Offering and agreed to pay the legal counsel firm an amount
of $250,000 solely in the event that we complete an Initial Business
Combination.
Critical Accounting Policies
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Shares of Class A common stock subject to mandatory redemption (if any)
are classified as liability instruments and are measured at fair value. Shares
of conditionally redeemable Class A common stock (including Class A common stock
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 our control) are classified as temporary equity. At all other times,
shares of Class A common stock are classified as stockholders' equity. Our Class
A common stock features certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, as of March 31, 2021 and December 31, 2020, 34,815,918 and
33,614,040 shares of Class A common stock subject to possible redemption are
presented as temporary equity, outside of the stockholders' equity section of
our balance sheets.
Net Income (Loss) Per Common Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Net income (loss) per common share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding
during the period. We have not considered the effect of the warrants sold in the
Initial Public Offering and Private Placement to purchase an aggregate of
20,197,611 shares of our common stock in the calculation of diluted loss per
share, since the average market price of our Class A common stock for the three
months ended March 31, 2021 was below the warrants' $11.50 exercise price. As a
result, diluted income per common share is the same as basic net income per
common share for the period presented.
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Our unaudited condensed consolidated statement of operations includes a
presentation of income per share for common stock subject to redemption in a
manner similar to the two-class method of income per share. Net income per
common stock, basic and diluted for Class A common stock are calculated by
dividing the interest income earned on investment securities held in the Trust
Account, net of applicable taxes available to be withdrawn from the Trust
Account, which was approximately $58,000 for the three months ended March 31,
2021, by the weighted average number of Class A common stock outstanding for the
period. Net income per common stock, basic and diluted for Class B common stock
is calculated by dividing the net income of approximately $12.0 million, less
income attributable to Class A common stock, by the weighted average number of
Class B common stock outstanding for the period.
At March 31, 2021, we did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into shares of common stock
and then share in our earnings. As a result, diluted loss per share is the same
as basic loss per share for the periods presented.
Derivative Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC 815-15. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is re-assessed
at the end of each reporting period.
The 6,737,242 detachable redeemable warrants issued in connection with the
Initial Public Offering and the 6,723,127 Private Placement Warrants are
recognized as derivative liabilities in accordance with ASC 815-40. We will also
be distributing warrants (which will be in the form of distributable redeemable
warrants and, to the extent any public stockholders redeem Class A common stock
in connection with the Initial Business Combination, distributable redeemable
warrants and Private Placement Warrants) to purchase 6,737,242 shares of our
Class A common stock in connection with the closing of the Initial Business
Combination. All of the outstanding warrants and distributable warrants are
recognized as derivative liabilities in accordance with ASC 815-40. Accordingly,
we recognize the warrant instruments as liabilities at fair value and adjust the
instruments to fair value at each reporting period. The liabilities are subject
to re-measurement at each balance sheet date until exercised, and any change in
fair value is recognized in our statement of operations. The fair value of
warrants issued in connection with the Initial Public Offering and Private
Placement, and the distributable redeemable warrants, were initially measured at
fair value using a modified Black-Scholes option pricing model.
We entered into a forward purchase agreement with forward purchasers pursuant to
which the forward purchasers will purchase forward purchase shares at a price
equal to $9.50 per share, in a private placement that will close simultaneously
with the closing of the Initial Business Combination. At the closing, the
forward purchasers will purchase the number of forward purchase shares from us
that would result in net proceeds in an aggregate amount necessary to satisfy
the Redemption Obligation, subject to a maximum funding commitment by the
forward purchasers of $100,000,000. The forward purchase agreement is recognized
as a derivative liability in accordance with ASC 815-40. Accordingly, we
recognize the instrument as a liability at fair value and adjust the instrument
to fair value at each reporting period.
Recent Issued Accounting Standards
In August 2020, the FASB issued Accounting Standard Update (the "ASU") No.
2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception and it also simplifies the diluted earnings
per share calculation in certain areas. We early adopted the ASU on January 1,
2021. Adoption of the ASU did not impact our financial position, results of
operations or cash flows.
Our management does not believe that any other recently issued, but not yet
effective, accounting standards updates, if currently adopted, would have a
material effect on the accompanying financial statement.
Off-Balance Sheet Arrangements
As of March 31, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
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 have elected 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 of the
Sarbanes-Oxley Act of 2002, (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 Public Company Accounting Oversight Board
(United States) 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 chief 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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