The following discussion and analysis should be read in conjunction with the
financial statements and related notes included elsewhere in this Amendment
No. 4. This discussion contains forward-looking statements reflecting our
current expectations, estimates and assumptions concerning events and financial
trends that may affect our future operating results or financial position.
Actual results and the timing of events may differ materially from those
contained in these forward-looking statements due to a number of factors,
including those discussed in the sections entitled "Risk Factors" and
"Forward-Looking Statements" appearing elsewhere in this Amendment No. 4.
This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" has been amended and restated to give effect to the restatement of
our financial statements, as more fully described in Note 2 to our financial
statements entitled "Restatement of Previously Issued Financial Statements". For
further detail regarding the restatement, see "Explanatory Note" and "Item 9A.
Controls and Procedures."
Overview
We are a blank check company incorporated on September 9, 2019 as a Cayman
Islands exempted company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. We have not selected any
specific business combination target and we have not, nor has anyone on our
behalf, engaged in any substantive discussions directly or indirectly, with any
business combination target with respect to an initial business combination with
us. While we may pursue an initial business combination target in any industry,
we intend to focus our search on companies in the energy efficiency, clean
technology and sustainability sectors. We intend to effectuate our initial
business combination using cash from the proceeds of the offering and the
private placement of the private placement warrants, the proceeds of the sale of
our shares in connection with our initial business combination (pursuant to
forward purchase agreements or backstop agreements we may enter into following
the consummation of the offering or otherwise), shares issued to the owners of
the target, debt issued to bank or other lenders or the owners of the target, or
a combination of the foregoing.
On February 13, 2020, we sold 27,600,000 units at a price of $10.00 per unit,
including 3,600,000 units issued pursuant to the exercise in full of the
underwriters' over-allotment option. Each unit consists of one Class A ordinary
share, par value $0.0001 per share and
one-half
of one redeemable warrant. Each whole public warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment. Concurrently with the closing of the IPO, our sponsor purchased an
aggregate of 7,520,000 private placement warrants at a price of $1.00 per
private placement warrants. Each warrant is exercisable to purchase one Class A
ordinary share at $11.50 per share. The proceeds from the private placement
warrants were added to the proceeds from the IPO held in the Trust Account.
We paid an underwriting discount at the closing of the IPO of $5.52 million. An
additional fee of $9.66 million was deferred and will become payable upon our
completion of an initial business combination. The deferred portion of the
discount will become payable to the underwriters from the amounts held in the
Trust Account solely in the event we complete our initial business combination.
As of December 31, 2020, we held cash of $981,606, current liabilities of
$84,440, deferred underwriting compensation of $9,660,000 and warrant liability
of 36,620,000. Further, we expect to continue to incur significant costs in the
pursuit of our initial business combination. We cannot assure you that our plans
to complete an initial business combination will be successful.
RESULTS OF OPERATIONS
Results of Operations
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 year ended December 31, 2020, we had a net loss of $10,506,796, which was
comprised of operating costs of $(562,220), warrant issuance costs of
$1,044,453, unrealized loss on changes in fair value of warrant liabilities of
$7,813,200, excess of the fair value of the private placement warrants over the
cash received of 2,932,800, interest and dividend income of $488,766 from
investments in our trust account, and realized gain from sale of treasury
securities of $1,357,111. The operating expenses were primarily due to fees to
professionals such as the auditors, legal counsel and consultants, and insurance
expense.
For the period from September 9, 2019 (inception) to December 31, 2019, we did
not have any operations.
Except with respect to interest earned on the funds held in the Trust Account
that may be released to the Company to pay its taxes, if any, the funds held in
the Trust Account will not be released from the Trust Account until the earliest
of (i) the completion of the Company's initial business combination, (ii) the
redemption of our public shares if we are unable to complete our initial
business combination by February 13, 2022, subject to applicable law, or
(iii) the redemption of the Company's public shares properly submitted in
connection with a shareholder vote to amend its amended and restated memorandum
and articles of association to modify the substance or timing of the Company's
obligation to provide for the

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redemption of its public shares in connection with an initial business
combination or to redeem 100% of the public shares if the Company has not
consummated an initial business combination by February 13, 2022. The proceeds
deposited in the Trust Account could become subject to the claims of the
Company's creditors, if any, which could have priority over the claims of its
public shareholders.
For the year ended December 31, 2020, we earned $488,766 in interest income in
the Trust Account. The proceeds held in the Trust Account may only be invested
in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations.
We will pay our Sponsor $10,000 per month for office space, utilities,
secretarial and administrative support services provided to members of our
management team. Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees. For the year ended
December 31, 2020, the Company incurred $105,862 and paid $75,862 under this
agreement.
Liquidity and Capital Resources
In connection with our assessment of going concern considerations in accordance
with Financial Accounting Standard Board's Accounting Standards Updated ("ASU")
2014-15,
"Disclosure of Uncertainties about an Entity's Ability to Continue as a Going
Concern", our management team has determined that the mandatory liquidation and
subsequent dissolution raises substantial doubt about the Company's ability to
continue as a going concern. No adjustments have been made to the carrying
amounts of assets or liabilities should we be required to liquidate after
February 13, 2022.
For the year ended December 31, 2020, we disbursed an aggregate of approximately
$513,000 out of the proceeds of the Public Offering not held in the Trust
Account for legal and accounting fees and filing fees relating to our SEC
reporting obligations and general corporate matters, and miscellaneous operating
expenses.
We believe that we have sufficient available funds outside of the Trust Account,
either through the withdrawal of interest earned on the Trust Account to fund
our working capital expenses or loans from our Sponsor, to operate through
February 13, 2022, assuming that an initial business combination is not
consummated during that time. However, we cannot assure you that this will be
the case. Over this time period, we currently anticipate incurring expenses for
the following purposes:

  •   due diligence and investigation of prospective target businesses;



     •    legal and accounting fees relating to our SEC reporting obligations and
          general corporate matters;



     •    structuring and negotiating an initial business combination, including
          the making of a down payment or the payment of exclusivity or similar
          fees and expenses; and



  •   other miscellaneous expenses.


As indicated in the accompanying financial statements, on December 31, 2020, we
had outside of trust cash in the amount of $981,606 and $28,509 in accounts
payable and accrued expenses.
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
agreements involving assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities other than an administrative agreement to
pay our Sponsor $10,000 per month for office space, utilities, secretarial and
administrative support services provided to members of our management team, from
the date of closing of the Public Offering. Upon completion of a business
combination or the Company's liquidation, the Company will cease paying these
monthly fees.
Warrant Liabilities
We account for the warrants issued in connection with our initial public
offering in accordance with ASC
815-40,
"Derivatives and Hedging-Contracts in Entity's Own Equity" ("ASC 815"), under
which the warrants do not meet the criteria for equity classification and must
be recorded as liabilities. As the warrants meet the definition of a derivative
as contemplated in ASC 815, the warrants are measured at fair value at inception
and at each reporting date in accordance with ASC 820, Fair Value Measurement,
with changes in fair value recognized in the Statement of Operations in the
period of change.

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Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires our
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 condensed financial statements, and income and expenses during the
periods reported. Actual results could materially differ from those estimates.
We have identified the following as our critical accounting policies:
Offering Costs Disclose the offering costs that were expensed, restated
We comply with the requirements of Accounting Codification ("ASC")
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5 A, "Expenses of Offering." standards.
We incurred offering costs in connection with our Public Offering of
approximately $15,700,000 consisting principally of underwriter discounts of
$15,180,000 (including approximately $9,660,000 of which payment is deferred)
and approximately $526,000 of professional, printing, filing, regulatory and
other costs. Approximately $26,000 of such offering expenses were accrued but
unpaid as of December 31, 2020. Accordingly, as of December 31, 2020, 27,600,000
Class A ordinary shares subject to possible redemption were presented as
temporary equity, outside of the temporary equity section of the Company's
audited balance sheet.
Offering costs are allocated to the separable financial instruments issued in
the IPO based on a relative fair value basis compared to total proceeds
received. Offering costs associated with warrant liabilities are expensed at the
time of IPO closing. As of December 31,2020, offering costs amounting to
$1,044,453 were expensed, offering costs amounting to $14,661,607 were charged
to temporary equity.
Redeemable Ordinary Shares, restated
All 27,600,000 Class A ordinary shares sold as part of the units in the Public
Offering contain a redemption feature under which holders of Class A ordinary
shares may, two business days prior to the consummation of a Business
Combination, redeem their Class A ordinary shares for 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
but not previously released to the Company to fund its working capital
requirements (subject to an annual limit of $250,000) and/or to pay taxes,
divided by the number of then outstanding Class A ordinary shares. In accordance
with ASC 480, "Distinguishing Liabilities from Equity" ("ASC 480"), redemption
provisions not solely within an entity's control require the security to be
classified outside of permanent equity. Ordinary liquidation events, which
involve the redemption and liquidation of all of an entity's equity instruments,
are excluded from the provisions of ASC 480. Although we did not specify a
maximum redemption threshold, our charter provides that in no event will we
redeem our Class A ordinary shares in an amount that would cause our net
tangible assets, or total shareholders' equity, to fall below $5,000,001.
Accordingly, as of December 31, 2020, all of the 27,600,000 Class A ordinary
shares included in the Units were classified outside of permanent equity.
Under ASC
480-10-S99,
the Company has elected to recognize changes in the redemption value immediately
as they occur and adjust the carrying value of the security to equal the
redemption value at the end of each reporting period. This method would view the
end of the reporting period as if it were also the redemption date for the
security.
Net Income (Loss) per Ordinary Share
The Company has two classes of shares, which are referred to as Class A ordinary
share and Class B ordinary share. Earnings and losses are shared pro rata
between the two classes of shares. The 14,891,667 potential ordinary shares for
outstanding warrants to purchase the Company's shares were excluded from diluted
earnings per share for the three and nine months ended September 30, 2021
because the warrants are contingently exercisable, and the contingencies have
not yet been met. As a result, diluted net loss per ordinary share is the same
as basic net loss per ordinary share for the periods.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material effect on
our financial statements.

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