References to "we", "us", "our" or the "Company" are to Tech and Energy
Transition Corporation, except where the context requires otherwise. The
following discussion should be read in conjunction with our condensed financial
statements and related notes thereto included elsewhere in this Quarterly
Report.
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") 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 Form 10-Q, 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 "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and variations thereof 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 Annual Report on Form 10-K for the year ended
March 31, 2022 filed with the SEC on June 29, 2022, Quarterly Report on Form
10-Q for the quarter ended June 30, 2022 filed with the SEC on August 22, 2022,
Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed with
the SEC on November 4, 2022 and preliminary proxy statement on Schedule 14A for
the Special Meeting of Stockholders filed with the SEC on February 1, 2023.
Except as expressly required by applicable securities law, the Company disclaims
any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in Delaware on December 4, 2017 for
the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more
businesses (the "Business Combination"). While we may pursue an initial Business
Combination target in any industry or geographic location, we intend to focus
our search for a target business operating in certain end markets that are
facilitating digital disruptions - such as communications, energy and industrial
software and services - where technology may be used to unlock a capacity
constrained business problem. Our sponsor is Tech and Energy Transition Sponsor
LLC (the "Sponsor"), a Delaware limited liability company.
Our registration statement for our initial public offering (the "Initial Public
Offering") was declared effective on March 16, 2021. On March 19, 2021, we
consummated our Initial Public Offering of 38,500,000 units (the "Units" and,
with respect to the Class A common stock included in the Units offered, the
"Public Shares") at $10.00 per Unit, generating gross proceeds of $385 million
and incurring offering costs of approximately $22.2 million, consisting of
$7,700,000 of underwriting commission, $13,475,000 of deferred underwriting
commission, and $1,066,089 of other offering costs.
Substantially concurrently with the closing of the Initial Public Offering, we
consummated the private placement (the "Private Placement") of 7,366,667
warrants (each, a "Private Placement Warrant" and collectively, the "Private
Placement Warrants"), at a price of $1.50 per Private Placement Warrant to our
Sponsor, generating gross proceeds of approximately $11.05 million.
19
Upon the closing of the Initial Public Offering and the Private Placement, an
aggregate of $385 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement was placed
in a trust account ("Trust Account") with Continental Stock Transfer & Trust
Company acting as trustee and invested in United States government treasury
bills with a maturity of 185 days or less or in money market funds investing
solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under
the Investment Company Act, as determined by the Company, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below. Except with respect to interest earned on the
funds held in the Trust Account that may be released to us to pay any tax
obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Trust Account (less up to $100,000 of interest to
pay dissolution expenses), the proceeds from the Initial Public Offering and the
sale of the Private Placement Warrants will not be released from the Trust
Account until the earlier of (i) the completion of the Company's initial
Business Combination or (ii) the redemption of 100% of the Company's Public
Shares if the Company is unable to complete the Company's initial Business
Combination within 24 months from the closing of the Initial Public Offering
(the "Combination Period"), without extension. The proceeds deposited in the
Trust Account could become subject to the claims of our creditors, if any, which
could have priority over the claims of our public stockholders.
If we are unable to complete a Business Combination within the Combination
Period, as such period may be extended, we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten (10) 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 the Company to pay any tax obligation
owed by the Company as a result of assets of the Company or interest or other
income earned on the Trust Account (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 public stockholders' rights as
stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, the Company's remaining stockholders and the
Company's board of directors, dissolve and liquidate, subject in each case to
the Company's obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
Recent Developments
Special Meeting of Stockholders
On February 1, 2023, the Company filed a preliminary proxy statement in
connection with a special meeting to be held on March 17, 2023 (the "Special
Meeting") for the purpose of voting on the following proposals: (i) a proposal
to amend the Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") to extend the date by which the Company must
either consummate the initial Business Combination or cease all operations
except for the purpose of winding up if it fails to complete such initial
Business Combination, and redeem all of the shares of Class A common stock, par
value $0.0001 per share, from March 19, 2023, to September 19, 2023 (the
"Extension Proposal"), (ii) a proposal to amend the Company's Certificate of
Incorporation to eliminate the limitation that the Company may not redeem shares
of Class A common stock to the extent that such redemption would result in the
Company having net tangible assets (as determined in accordance with Rule
3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any
successor rule)) of less than $5,000,001 (the "Redemption Limitation Amendment
Proposal"), (iii) a proposal to amend the Company's Certificate of Incorporation
to set April 5, 2023 as the date by which, upon the approval of the Extension
Proposal, the Company must redeem shares of Class A common stock held by public
stockholders who elect to redeem such shares prior to 5:00 p.m., Eastern Time,
on April 3, 2023 (the "Additional Redemption Rights Amendment Proposal"), and
(iv) a proposal to approve the adjournment of the Special Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Proposal and the Additional Redemption
Rights Amendment Proposal.
Results of Operations
Our entire activity from inception through December 31, 2022 related to our
formation and the preparation for the Initial Public Offering, and, since the
closing of the Initial Public Offering, the search for a prospective initial
Business Combination. We have neither engaged in any operations nor generated
any operating revenues to date. We will not generate any operating revenues
until after completion of our initial Business Combination, at the earliest. We
generated non-operating income in the form of interest and investment income on
cash and cash equivalents and investments. We incurred increased expenses as a
result of being a public company (including for legal, financial reporting,
accounting and auditing compliance), as well as for due diligence expenses.
Additionally, we recognize non-cash gains and losses within other income
(expense) related to changes in recurring fair value measurement of our warrant
liabilities at each reporting period.
For the nine months ended December 31, 2022, we had other income of $11,672,506
offset by $932,244 of general and administrative expenses and $1,105,633 of
income tax provision resulting in $9,634,629 of net income.
20
Liquidity and Capital Resources
As of December 31, 2022, we had approximately $.22 million in our operating bank
account and working capital deficit of approximately $.62 million.
Our liquidity needs have been satisfied prior to the completion of the Initial
Public Offering through a payment from the Sponsor of $27,467 (see Note 5) for
the Founder Shares, borrowings under a promissory note of $275,000 (see Note 5),
and the net proceeds from the consummation of the Private Placement not held in
the Trust Account. The promissory note was fully repaid upon the consummation of
the Initial Public Offering on March 19, 2021, has expired and no further
borrowing are allowed. Subsequent to the consummation of the Initial Public
Offering and Private Placement, our liquidity needs have been satisfied from the
proceeds from the consummation of the Initial Public Offering and Private
Placement not held in the Trust Account. In addition, in order to finance
transaction costs in connection with a Business Combination, our Sponsor or an
affiliate of our Sponsor, or our officers and directors may, but are not
obligated to, provide us working capital loans ("Working Capital Loans"). On
January 31, 2022, the Sponsor committed to make available to the Company, under
a promissory note, up to $1,600,000 to finance transaction costs in connection
with a Business Combination (the "Promissory Note"). The Promissory Note is
non-interest bearing and due on the earlier of (i) the date of the Business
Combination or (ii) the second anniversary of the completion of the Initial
Public Offering. Up to $1,500,000 of the Promissory Note may be converted into
warrants to purchase shares of Class A common stock at a conversion price of
$1.50 per warrant at the option of the Sponsor and $100,000 is non-convertible
and require a cash settlement upon business combination. If the Sponsor elects
such conversion, the terms of the warrants issued in connection with such
conversion would be identical to the Private Placement Warrants. If the Company
fails to consummate a Business Combination, then the outstanding debt under the
Promissory Note will be forgiven by the Sponsor (pursuant to an arrangement to
be agreed to by the parties), except to the extent of any funds held outside of
the Company's Trust Account after paying all other fees and expenses of the
Company. The Company has drawn $500,000 on April 11, 2022, $800,000 on June 30,
2022, and $300,000 on November 15, 2022 on the Promissory Note.
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 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 Business Combination. Our cash on
hand will provide us sufficient liquidity to address our working capital needs.
Further any future tax obligations will be covered by the interest earned on the
funds held in Trust account.
Going Concern
As of December 31, 2022, we had $.22 million in cash and working capital deficit
of approximately $.62 million. We are also subject to a mandatory liquidation
and subsequent dissolution requirement if we do not complete our initial
Business Combination by March 19, 2023. Further, we expect to incur significant
costs in pursuit of our acquisition plans. Management's plans to address this
need for capital are discussed in Note 1 to our financial statements included
elsewhere in this Quarterly Report on Form 10-Q. In addition, management is
currently evaluating the continuing impact of the COVID-19 pandemic on the
industry and its effect on our financial position, results of our operations
and/or search for a target company. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The
financial statements contained elsewhere in this Quarterly Report on Form 10-Q
do not include any adjustments that might result from our inability to continue
as a going concern.
Related Party Transactions
Founder Shares
On December 4, 2017, the Company issued 100 shares of common stock, par value
$0.01 per share, for an aggregate consideration of $25,000. As of December 31,
2020, March 31, 2020 and March 31, 2019, the Company recorded a stock
subscription receivable of $25,000. The proceeds were received on January 11,
2021.
21
On January 22, 2021, the Company effectuated a recapitalization in the form of a
90,562.5 for 1 stock split, and as a result, the Sponsor held 9,056,250 shares
of our Class B common stock (up to 1,181,250 of which were subject to forfeiture
depending on the extent to which the underwriters' option to purchase additional
units was exercised, if at all).
On January 22, 2021, the Company issued to Dan Hesse 1,006,250 shares of our
Class B common stock (up to 131,250 of which were subject to forfeiture
depending on the extent to which the underwriters' option to purchase additional
units was exercised, if at all) in exchange for an initial investment of $2,467.
As of January 22, 2021, the Founder Shares outstanding were 10,062,500, of which
the Sponsor held 9,056,250 and Dan Hesse held 1,006,250.
On January 22, 2021, the Company filed an amended and restated certificate of
incorporation to change its par value of its Class A and B common stock from
$0.01 to $0.0001. Information contained in the financial statements has been
adjusted for this split.
On March 16, 2021, the Company effectuated an 11-for-10 stock split of the Class
B common stock, resulting in an aggregate outstanding amount of 11,068,750
shares of the Class B common stock (up to 1,443,750 shares of which are subject
to forfeiture depending on the extent to which the underwriters' option to
purchase additional units is exercised, if at all), of which the Sponsor holds
9,961,875 shares and Dan Hesse holds 1,106,875 shares. All shares and associated
amounts have been retroactively restated to reflect the split (see Note 5).
The Founder Shares will automatically convert into shares of Class A common
stock on a one-for-one basis, subject to adjustment, at the time of the
Company's initial Business Combination and are subject to certain transfer
restrictions (see Note 7).
Holders of Founder Shares may also elect to convert their shares of Class B
common stock into an equal number of shares of Class A common stock, subject to
adjustment, at any time. The initial stockholders agreed to forfeit up to
1,443,750 Founder Shares to the extent that the over-allotment option was not
exercised in full by the underwriter. On April 30, 2021, upon the expiration of
the 45-day period and the underwriters not exercising the over-allotment option,
1,443,750 shares of Class B Common Stock were forfeited by the Sponsor and Mr.
Hesse in order for the Sponsor, Mr. Hesse and the Independent Directors to
maintain ownership of 20.0% of the issued and outstanding shares of common stock
of the Company (excluding private units held by the Sponsor). Such forfeited
shares were cancelled by the Company.
The initial stockholders have agreed, subject to limited exceptions, not to
transfer, assign or sell any of their Founder Shares until the earlier to occur
of: (A) one year after the completion of the initial Business Combination or (B)
subsequent to the initial Business Combination, (x) if the last reported sale
price of the Class A common stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20-trading days within any 30-trading day period
commencing at least 150 days after the initial Business Combination, or (y) the
date on which the Company completes a liquidation, merger, capital stock
exchange or other similar transaction that results in all of the Company's
stockholders having the right to exchange their shares of common stock for cash,
securities or other property.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination,
the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers
and directors may, but are not obligated to, lend the Company Working Capital
Loans. If the Company completes a Business Combination, the Company would repay
the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans would 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. 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 $1,500,000
of such Working Capital Loans may be convertible into warrants of the post
Business Combination entity at a price of $1.50 per warrant. The warrants would
be identical to the warrants included in the Private Placement Warrants.
22
Promissory Note - Related Party
On December 16, 2020, the Sponsor made available to the Company, under a
promissory note, up to $950,000 to be used for a portion of the expenses of the
IPO (the "Note"). The Note was non-interest bearing and due on the earlier of
December 31, 2021 or the completion of the IPO. The Note funds borrowed of
$275,000 were repaid upon the consummation of the IPO on March 19, 2021.
Furthermore, on January 31, 2022 the Sponsor committed to make available to the
Company, under a promissory note, up to $1,600,000 to finance transaction costs
in connection with a Business Combination (the "Promissory Note"). The
promissory note is non-interest bearing and due on the earlier of (i) the date
of the Business Combination or (ii) the second anniversary of the completion of
the IPO. Up to $1,500,000 of the Promissory Note may be converted into warrants
to purchase shares of Class A common stock at a conversion price of $1.50 per
warrant at the option of Sponsor and $100,000 is non-convertible and require a
cash settlement upon business combination. If Sponsor elects such conversion,
the terms of the warrants issued in connection with such conversion would be
identical to the Private Placement Warrants. Pursuant to the terms of an
agreement between the Company and Sponsor dated February 14, 2022, if the
Company fails to consummate a business combination, the outstanding debt under
the Promissory Note will be forgiven by Sponsor (pursuant to an arrangement to
be agreed to by the parties), except to the extent of any funds held outside of
the Company's trust account after paying all other fees and expenses of the
Company. The Company has drawn $500,000 on April 11, 2022, $800,000 on June 30,
2022, and $300,000 on November 15, 2022 on the Promissory Note. As of December
31, 2022, there were $1,600,000 outstanding under the Working Capital Loans. The
Company reports the Promissory Note at fair value of $395,070 at December 31,
2022.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations;
Quarterly Results
As of December 31, 2022, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments
or contractual obligations other than obligations disclosed herein.
Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may
be issued upon conversion of Working Capital Loans, if any, will be entitled to
registration rights (in the case of the Founder Shares, only after conversion of
such shares to shares of Class A common stock) pursuant to a registration rights
agreement to be signed on or before the date of the prospectus for the Initial
Public Offering. These holders will be entitled to certain demand and
"piggyback" registration rights. However, the registration rights agreement
provides that the Company 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. The Company will bear the
expenses incurred in connection with the filing of any such registration
statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option to purchase up to 5,775,000
additional Units to cover over-allotments, if any, at the Initial Public
Offering price less the underwriting discounts and commission.
On March 19, 2021, the Company paid an underwriting commission of $7,700,000.
The underwriters are entitled to a deferred fee of (i) $0.35 Unit, or
$13,475,000 in the aggregate, excluding any amounts raised pursuant to the
option to purchase additional units, and (ii) $0.35 per Unit, or $15,496,250 in
the aggregate pursuant to the option to purchase additional units. The deferred
fee will be paid in cash from the amounts held in the Trust Account solely in
the event the Company completes a Business Combination, subject to the terms of
the underwriting agreement.
23
Critical Accounting Policies and Estimates
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of our financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities in
our financial statements. On an ongoing basis, we evaluate our estimates and
judgments, including those related to fair value of financial instruments and
accrued expenses. We base our estimates on historical experience, known trends
and events and various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company has identified the following as its
critical accounting policies:
Derivative Warrant 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.
We issued an aggregate of 12,833,333 warrants as part of the Units offered in
the Initial Public Offering and an aggregate of 7,366,667 Private Placement
Warrants concurrently with the closing of the Initial Public Offering. All
20,200,000 outstanding 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 remeasurement 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 issues in connection with
the initial public offering were fair valued using quoted market prices and the
private placement warrants were measured at fair value using a binomial lattice
model.
Class A Common Stock Subject to Possible Redemption
Class A common stock subject to mandatory redemption (if any) are classified as
liability instruments and are measured at fair value. 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, Class A common stock is
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 December 31,
2022, and March 31, 2022 38,500,000 shares of Class A common stock subject to
possible redemption are presented as temporary equity, outside of the
stockholders' equity section of our balance sheet.
Net Income (Loss) Per Common Stock
Net income (loss) per common stock is computed by dividing net income (loss) by
the weighted-average number of ordinary shares outstanding during the period. We
have not considered the effect of the warrants sold in the Initial Public
Offering and the Private Placement to purchase an aggregate of 20,200,000 shares
of the Company's Class A common stock in the calculation of diluted income
(loss) per share, since their inclusion would be anti-dilutive under the
treasury stock method.
24
Our statement of operations includes a presentation of income (loss) per share
for common stock subject to redemption in a manner similar to the two-class
method of income (loss) per share. Net income (loss) per common stock, basic and
diluted for common stock subject to possible redemption is calculated by
dividing the interest income (loss) earned on investments held in the Trust
Account, by the weighted average number of common stock subject to possible
redemption outstanding for the period.
Net income (loss) per share, basic and diluted, for non-redeemable common stock
is calculated by dividing the net income (loss), adjusted for income or loss on
marketable securities attributable to Common stock subject to possible
redemption, by the weighted average number of non-redeemable common stock
outstanding for the period.
Promissory Note - Related Party
We have borrowed $1,600,000 under related party promissory note that is
convertible into Class A common stock at a conversion price of $1.50. The
Company accounted for $1,500,000 of the convertible portion of the borrowed
proceeds under the promissory note under ASC 480 as a liability classified
financial instrument and recorded the liability at fair value initially at
issuance and for each reporting period thereafter. For the remainder $100,000 of
the non-convertible proceeds received under the promissory note, the Company
elected to record this financial liability at fair value by selecting the fair
value option under ASC 825 rather than on accretion basis under ASC 470.
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.
This may make comparison of the Company's financial statements with another
public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or
impossible because of the potential differences in accounting standards used.
© Edgar Online, source Glimpses
TECH AND ENERGY TRANSITION CORPORATION 
