References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
Overview
We are a newly-organized blank check company incorporated as a
While we may pursue an initial Business Combination opportunity in any business, industry, sector or geographical location, we intend to focus on opportunities to acquire companies with innovative and emerging technologies, products or services that have the potential to transform major industries and radically impact society. We intend to acquire a target business or businesses with disruptive technologies that our management team believes can achieve mainstream adoption and create opportunities for long-term appreciation in value.
We are not prohibited from pursuing an initial Business Combination with a business that is owned by the Sponsor or any of the related companies or making the acquisition through a joint venture or other form of shared ownership with any of them.
On
Simultaneously with the consummation of the IPO, we consummated the private
placement of 6,500,000 warrants (7,100,000 warrants when the underwriters'
over-allotment option was fully exercised on
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If we are unable to consummate our initial Business Combination within such
12-month period (or 15-month period or 18-month period, as applicable), we will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten 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 us to pay our
taxes (less up to
We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
Our entire activity since inception up to
For the three months ended
Liquidity and Capital Resources
As of
Prior to the completion of the Initial Public Offering, our liquidity needs had
been satisfied through a capital contribution from the Sponsor of
In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans. To date, there were no Working Capital Loans.
Based on the foregoing, we may need to raise additional capital through loans or
additional investments from our sponsor, stockholders, officers, directors, or
third parties. Our officers, directors and our sponsor may, but are not
obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet our working
capital needs. Accordingly, we may not be able to obtain additional financing.
If we are unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses. We cannot provide any
assurance that new financing will be available to it on commercially acceptable
terms, if at all. We will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of our common stock upon the
consummation of our initial business combination, subject to the limitations
described herein. In addition, if we are unable to consummate our initial
business combination within 12 months following the effectiveness of the Initial
Public Offering, which is
18 JOBS Act
On
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 the IPO or until we are no longer an "emerging growth company," whichever is earlier.
Critical Accounting Policies
Management's discussion and analysis of our results of operations and liquidity
and capital resources are based on our unaudited condensed financial
information. We describe our significant accounting policies in Note 2 -
Significant Accounting Policies, of the Notes to Financial Statements included
in this report. Our unaudited condensed financial statements have been prepared
in accordance with
We have identified the following as our critical accounting policies:
Common Stock Subject to Possible Redemption
We account for our shares of common stock subject to possible redemption in accordance with the guidance in accounting standards codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our 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, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' deficit section of our audited balance sheet.
Net Loss per Share of Common Stock
We comply with accounting and disclosure requirements of the
Derivatives
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 reassessed at the end of each reporting period.
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We accounted for the 8,625,000 Warrants and the 7,100,000 Private Placement Warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in ASC 480, "Distinguishing Liabilities from Equity" and ASC 815 "Derivatives and Hedging". The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to our common stock and whether the holders could potentially require "net cash settlement" in a circumstance outside of our control, among other conditions for equity classification. The Public and Private Placement Warrants were deemed to meet equity classification.
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