References to the "Company," "
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, 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 in
Our sponsor is
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 533,500 shares of common stock
(the "Private Placement Shares"), at a price of
Upon the closing of the Initial Public Offering and the Private Placement,
approximately
Our management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Furthermore, there is no assurance that we will be able to successfully complete a Business Combination.
If a Business Combination has not been consummated within 24 months from the
closing of the Initial Public Offering, or
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Proposed Business Combination
On
Under the Merger Agreement, BCTG has agreed to acquire all of the outstanding
shares of Tango common stock (including any options or warrants exercisable
therefor) for
At the effective time of the Proposed Business Combination (the "Effective Time"), by virtue of the consummation of the Proposed Business Combination and without any further action on the part of BCTG, Merger Sub or Tango (after Tango causes each share of Tango preferred stock that is issued and outstanding immediately prior to the consummation of the Proposed Business Combination to be automatically converted immediately prior to the consummation of the Proposed Business Combination into a number of shares of Tango common stock at the then-effective conversation rate as calculated in accordance with Tango's organizational documents), each share of Tango common stock issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive a number of shares of BCTG common stock equal in value to the quotient of the Merger Consideration divided by the fully diluted capitalization of Tango (the "Exchange Ratio") without interest. Each outstanding Tango option shall be assumed by BCTG and automatically converted into an option to purchase such number of shares of BCTG's common stock, as adjusted based on the Exchange Ratio. If any shares of Tango common stock issued and outstanding immediately prior to the Effective Time are shares of Tango restricted stock, then the shares of BCTG common stock issued in exchange for such shares of Tango restricted stock shall to the same extent be unvested and subject to the same repurchase option or risk of forfeiture as in effect immediately prior to the Effective Time, and the certificates and/or book entries representing such shares of BCTG common stock shall accordingly be marked with appropriate legends. No certificates or scrip representing fractional shares of BCTG's common stock will be issued pursuant to the consummation of the Proposed Business Combination. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the closing of the Proposed Business Combination.
The closing of the Proposed Business Combination is subject to certain customary
conditions of the respective parties, including, among other things, (i)
stockholder approval; (ii) no Material Adverse Effect (as defined in the Merger
Agreement) with respect to Tango since the date of the Merger Agreement; (iii)
expiration or termination of the Hart Scott-Rodino waiting period; (iv) a
minimum of
At the time of the execution of the Merger Agreement BCTG also entered into
certain subscription agreements (the "Subscription Agreements") with certain
institutional and accredited investors, pursuant to which, among other things,
BCTG agreed to issue and sell, in a private placement to close immediately prior
to the closing of the Proposed Business Combination, an aggregate of 18,610,000
shares of BCTG common stock for
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On
The Merger Agreement may be terminated by BCTG or Tango under certain
circumstances, including (i) by mutual written consent of BCTG and Tango; (ii)
by either BCTG or Tango if the closing of the Business Combination has not
occurred on or before
The Merger Agreement, Subscription Agreements and other support agreements have
been filed as exhibits to and described in the Company's Current Report on Form
8-K filed with the
Liquidity and Capital Resources
As of
Through
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet our needs through the earlier of the consummation of a 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.
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or its efforts with respect to an initial Business Combination, 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.
Results of Operations
Our entire activity since inception up to
For the three months ended
For the six months ended
17 Related Party Transactions Founder Shares
On
The Initial Stockholders agreed not to transfer, assign or sell any of their
Founder Shares (except to certain permitted transferees) until the earlier of
(i) one year after the date of the consummation of the initial Business
Combination or (ii) the date on which the closing price of our common stock
equals or exceeds
Private Placement Shares
Concurrently with the closing of the Initial Public Offering, our Sponsor
purchased 533,500 Private Placement Shares, at a price of
Our Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.
Related Party Loans
On
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial Business Combination, the initial
stockholders, officers and directors and their affiliates may, but are not
obligated to, loan us funds as may be required (the "Working Capital Loans").
Each loan would be evidenced by a promissory note. The notes would either be
paid upon consummation of the initial Business Combination, without interest,
or, at the lender's discretion, up to
Administrative Support Agreement
Commencing on
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Share Purchase Commitment
Our Sponsor entered into an agreement to purchase an aggregate of at least
2,500,000 shares of common for an aggregate purchase price of
Contractual Obligations Registration Rights
The holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters in our Initial Public Offering were entitled to an underwriting
discount of
Critical Accounting Policies
Common Stock Subject to Possible Redemption
We account for our common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including 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 common stock are classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
Net Income (Loss) Per Share of Common Stock
Our unaudited condensed consolidated statements of operations include a presentation of net income (loss) per share for Public Shares subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Public Shares is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Public Shares outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Founder Shares is calculated by dividing the net income (loss), adjusted for income attributable to Public Shares, by the weighted average number of Founder Shares outstanding for the periods. Founder Shares include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.
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At
Recent Accounting Pronouncements
In
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 unaudited condensed consolidated financial statements.
Off-Balance Sheet Arrangements
As of
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 Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
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