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 onSeptember 9, 2019 as aCayman 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. OnFebruary 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 ofDecember 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 endedDecember 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 fromSeptember 9, 2019 (inception) toDecember 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 byFebruary 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 34
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Table of Contents 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 byFebruary 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 endedDecember 31, 2020 , we earned$488,766 in interest income in the Trust Account. The proceeds held in the Trust Account may only be invested inUnited 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 directU.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 endedDecember 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 afterFebruary 13, 2022 . For the year endedDecember 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 ourSEC 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 throughFebruary 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 ourSEC 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, onDecember 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. 35
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Table of Contents Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted inthe 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 andSEC 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 ofDecember 31, 2020 . Accordingly, as ofDecember 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 ofDecember 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 ofDecember 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 ShareThe 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 endedSeptember 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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