References to the "Company," "us," "our" or "we" refer
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form
10-Q including, without limitation, statements under "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. When used in
this Form 10-Q, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward- looking
statements as a result of certain factors detailed in our filings with the
Overview
The Company is a blank check company incorporated as a
The issuance of additional ordinary shares in a business combination:
? may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; ? may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares; ? could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; ? may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and ? may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
Similarly, if the Company issues debt securities, it could result in:
? default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; ? acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ? the Company's immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; ? the Company's inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; ? the Company's inability to pay dividends on our ordinary shares; 23 ? using a substantial portion of the Company's cash flow to pay principal and interest on the Company's debt, which will reduce the funds available for dividends on the Company's ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; ? limitations on the Company's flexibility in planning for and reacting to changes in the Company's business and in the industry in which the Company operates; ? increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ? limitations on the Company's ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of the Company's strategy and other purposes and other disadvantages compared to the Company's competitors who have less debt.
As indicated in the accompanying financial statements, we had
Results of Operations
Our only activities from inception to
For the three months ended
Liquidity and Capital Resources
Prior to the consummation of the Initial Public Offering, our only sources of
liquidity were an initial purchase of Founder Shares for
On
In connection with the Initial Public Offering, the Company incurred offering
costs of
As of
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In order to finance transaction costs in connection with the initial 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, loan the Company
funds as may be required ("Working Capital Loans"). If the Company completes the
initial Business Combination, the Company would repay such loaned amounts. In
the event that the initial Business Combination does not occur, the Company may
use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from the trust account would be used for
such repayment. Up to
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.
Contractual Obligations
At
The underwriters were paid a cash underwriting fee of 2% of gross proceeds of
the Initial Public Offering, or
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:
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Net Income Per Ordinary Share
Basic net income per ordinary share is computed by dividing net income
applicable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Consistent with FASB 480, ordinary shares
subject to possible redemption, as well as their pro rata share of undistributed
trust earnings consistent with the two-class method, have been excluded from the
calculation of loss per ordinary share for the three months ended
A reconciliation of net loss per ordinary share as adjusted for the portion of income that is attributable to ordinary shares subject to redemption is as follows: For the Three Months Ended March 31, 2021 2020 Net income$ 38,507,524 $ 6,779,032 Less: Income attributable to ordinary shares (8,621 ) (1,788,302 ) Net income available to ordinary shares$ 38,498,903 $ 4,990,730 Weighted average shares outstanding, basic and diluted 8,625,000 8,625,000 Basic and diluted net income per ordinary share $ 4.46$ 0.58 Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
? Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ? Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ? Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
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Ordinary shares subject to possible redemption
The Company accounts for its ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Ordinary shares subject to
mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of events not
solely within the Company's control) is classified as temporary equity. At all
other times, ordinary shares are classified as stockholders' equity. The
Company's ordinary shares feature certain redemption rights that are considered
to be outside of the Company's control and subject to occurrence of uncertain
future events. Accordingly, at
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.
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