Overview
We are a blank check company incorporated on August 10, 2020, for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or
entities. We have not selected any business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any business combination target. We intend to effectuate our
initial business combination using cash from the proceeds of our offering and
the sale of the private placement warrants, our shares, debt or a combination of
cash, equity and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception to June 30, 2022, were organizational
activities, those necessary to prepare for the initial public offering,
described below, and, after the initial public offering, identifying a target
company for a business combination. We do not expect to generate any operating
revenues until after the completion of our business combination. We generate
non-operating income in the form of interest income on marketable securities
held in the trust account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses in connection with completing a business
combination.
For the six months ended June 30, 2022, we had a net income of $4,545,468, which
consisted of the change in the fair value of the warrant liability of $4,391,022
and interest earned on investment held in the trust account of $915,551 offset
by general and administrative expenses of $ $606,459 and income tax expense of
$154,646.
For the six months ended June 30, 2021, we had a net loss of $ $1,058,387, which
consisted of the change in the fair value of the warrant liability of $744,174
and interest earned on investment held in the trust account of $66,488 offset by
general and administrative expenses of $1,869,049.
For the three months ended June 30, 2022, we had a net income of $2,033,812,
which consisted of the change in the fair value of the warrant liability of
$1,628,400 and interest earned on investment held in the trust account of
$873,248 offset by general and administrative expenses of $313,190 and incomes
taxes of $154,646.
For the three months ended June 30, 2021, we had a net loss of $ $490,354, which
consisted of the change in the fair value of the warrant liability of $ 450,000
and interest earned on investment held in the trust account of $14,251 offset by
general and administrative expenses of $954,605.
Liquidity and Capital Resources
On January 11, 2021, we consummated our initial public offering (the "Initial
Public Offering") of 34,500,000 units (the "Units" and, with respect to the
class A common stock included in the Units sold, the "Public Shares"), which
included the exercise in full by the underwriters of their overallotment option
in the amount of 4,500,000 Units, at $10 per unit, generating gross proceeds of
$345,000,000. Simultaneously with the closing of the IPO, the Company
consummated the sale, in a private placement, of 900,000 units (each, a "Private
Placement Unit" and collectively, the "Private Placement Units") to the Sponsor
at a price of $10.00 per Private Placement Unit, generating total proceeds of
$9,000,000.
For the six months ended June 30, 2022, cash used in operating activities was
$775,094. Net income of $4,545,468 was decreased by $4,391,022 for the change in
the fair value of the warrant liability, and interest earned on investment held
in the trust account of $915,551 and $13,989 of changes in operating assets and
liabilities.
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We intend to use substantially all of the funds held in our trust account,
including any amounts representing interest earned on the trust account (which
interest shall be net of taxes payable) to complete our initial business
combination. We may withdraw interest to pay our taxes. Delaware franchise tax
is based on our authorized shares or on our assumed par and non-par capital,
whichever yields a lower result. Under the authorized shares method, each share
is taxed at a graduated rate based on the number of authorized shares with a
maximum aggregate tax of $200,000 per year. We expect the interest earned on the
amount in the trust account will be sufficient to pay our taxes. To the extent
that our capital stock or debt is used, in whole or in part, as consideration to
complete our initial business combination, the remaining proceeds held in the
trust account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth
strategies.
As of June 30, 2022, we had cash available to us of $108,781 held outside the
trust account. We will use these funds primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses,
travel to and from the offices or similar locations of prospective target
businesses or their representatives or owners, review corporate documents and
material agreements of prospective target businesses, structure, negotiate and
complete a business combination, and to pay taxes to the extent the interest
earned on the trust account is not sufficient to pay our taxes.
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial business combination, our sponsors or our
officers and directors may, but are not obligated to, loan us funds as may be
required. If we complete our initial business combination, we may repay such
loaned amounts out of the proceeds of the trust account released to us. In the
event that our initial business combination does not close, we may use a portion
of the working capital held outside the trust account to repay such loaned
amounts but no proceeds from our trust account would be used for such repayment.
If the estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the
actual amount necessary to do so, the Company may have insufficient funds
available to operate our business prior to a Business Combination. Moreover, the
Company may need to obtain additional financing either to complete a Business
Combination or because the Company becomes obligated to redeem a significant
number of public shares upon consummation of a Business Combination, in which
case the Company may issue additional securities or incur debt in connection
with such Business Combination. Subject to compliance with applicable securities
laws, the Company would only complete such financing simultaneously with the
completion of a Business Combination. If the Company is unable to complete a
Business Combination because it does not have sufficient funds available, the
Company will be forced to cease operations and liquidate the Trust Account. In
addition, following a Business Combination, if cash on hand is insufficient, the
Company may need to obtain additional financing in order to meet its
obligations.
The Company has until January 11, 2023, to consummate a Business Combination. If
a Business Combination is not consummated by this date and an extension not
requested by the Sponsor, there will be a mandatory liquidation and subsequent
dissolution of the Company. Although the Company intends to consummate a
Business Combination on or before January 11, 2023, it is uncertain that the
Company will be able to consummate a Business Combination by this time.
Management has determined that the mandatory liquidation, should a Business
Combination not occur, and an extension is not requested by the Sponsor, and
potential subsequent dissolution raises substantial doubt about the Company's
ability to continue as a going concern. The Company's plan is to complete a
business combination or obtain an extension on or prior to January 11, 2023,
however it is uncertain that the Company will be able to consummate a Business
Combination or obtain an extension by this time. No adjustments have been made
to the carrying amounts of assets or liabilities should the Company be required
to liquidate after January 11, 2023.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of September 30, 2021. 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 purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay the Sponsor
a monthly fee of $10,000 for office space, administrative and support services,
provided to the Company upon completion of our initial public offering.
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires 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. We have identified the following critical accounting policies:
Warrant Liability
We account for the warrants issued in connection with our initial public
offering in accordance with the guidance contained in ASC 815-40 under which the
warrants do not meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, we classify the warrants as liabilities at their fair
value and adjust the warrants to fair value at each reporting period. This
liability is 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 initial fair value of the public warrants was estimated using
the closing public market price and the Modified Black Scholes Model for the
private placement warrants.
Class A Common Stock Subject to Possible Redemption
We account for our shares of Class A common stock subject to possible redemption
in accordance with the guidance in Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common
stock subject to mandatory redemption are classified as a liability instrument
and are measured at fair value. Conditionally redeemable common stock (including
shares of 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 are classified as shareholders' equity. Our
Class A common stock feature certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events.
Accordingly, Class A common stock subject to possible redemption are presented
as temporary equity, outside of the shareholders' equity section of our balance
sheet.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 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) ("ASU 2020-06") to simplify accounting for
certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The
new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity's own
equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
As we are a smaller reporting company, adoption of ASU 2020-06 will be required
for fiscal years beginning after December 15, 2023, including interim periods
with those fiscal years. The Company is still evaluating the impact of ASU
2020-06 and will adopt as required.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.
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