Item 1. Business.
Overview
FirstMark
Horizon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 13, 2020. We were formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we
are subject to all of the risks associated with emerging growth companies.
Our
mission is to drive long-term value creation by actively supporting the next-generation of iconic public companies. We seek to serve
as a bridge between entrepreneurs and public investors by providing a compelling alternative path to access public markets. Our significant
experience investing in high growth companies at early and late stages, as well as our extensive personal relationships and broad network
created by a long history in technology investing provide us with a competitive advantage for sourcing exceptional opportunities.
Our
Sponsor is FirstMark Horizon Sponsor LLC, a Delaware limited liability company. The registration
statement for the Company’s initial public offering (the “Initial Public Offering”) was
declared effective on October 5, 2020. On October 8, 2020, we consummated our Initial Public
Offering of 41,400,000 units (the “Units” and, with respect to the Class A common
stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional
Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million,
and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions.
Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 6,853,333
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price
of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million.
Upon
the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located
in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “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, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii)
the distribution of the Trust Account as described below.
Our
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete
one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account
(excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the
initial Business Combination. However, we only intend to complete a Business Combination if the post-transaction company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment
Company Act”).
We
will provide the holders (the “Public Stockholders”) of the our issued and outstanding shares of Class A common stock, par
value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or
a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called
to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval
of a Business Combination or conduct a tender offer will be made by us, solely in our discretion. The Public Stockholders will be entitled
to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00
per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriters.
If
we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or October 8, 2022,
(the “Combination Period”) and our stockholders have not amended our amended and restated certificate of incorporation to
extend such Combination Period, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption
will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
Effecting
a Business Combination
Business
Strategy
We
are focused on driving sustainable long-term value for our stockholders by identifying potential opportunities that can generate outsized
returns. We believe our exceptional network and deep entrenchment across the technology ecosystem will create a competitive advantage
in sourcing attractive opportunities. We will consider a broad set of opportunities but apply a disciplined investment framework that
is based on our core acquisition criteria. In addition, we are focused on opportunities where we will have a unique advantage in driving
value creation once a Business Combination is made.
We
expect to be a value enhancing partner to our target, long after the initial Business Combination. Our decades of experience have been
forged across multiple business cycles in many different economic environments. Our broad experience enables us to provide insights in
building leading agile technology companies. We know how the best-in-class operate and will leverage our extensive operational experience
and network to accelerate the growth of and fortify the leadership position of our target.
Our
target will also continue to benefit from the Platform, through which expertise, talent acquisition and commercial opportunities can
be accessed. The Platform will enable our target to tap into a community of experts that have weathered through multiple cycles and capitalized
on dynamic market and technology trends.
Business
Combination Criteria
We
intend to specifically focus on target businesses with strong business fundamentals and the following characteristics:
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An exceptional
management team;
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The disruption
of large incumbent industries or the creation of an entirely new category;
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A large
market opportunity relative to current company size;
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Best-in-class
growth metrics and a clear pathway to generating significant, long-term cash flow. We are not interested in acquiring a company where
returns would be driven by financial leverage or valuation arbitrage;
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A defensible
long term business such as network effects, brand, and sustainable competitive differentiation;
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Preparedness
for the scrutiny of public markets, with corporate governance and reporting policies in place; and
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The expectation
to be well received by public investors and have good access to the public capital markets.
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These
criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination
may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria
and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial Business Combination
with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet
the above criteria and guidelines in our stockholder communications related to our initial Business Combination, which, as discussed
in the prospectus relating to the Initial Public Offering, would be in the form of proxy solicitation materials or tender offer documents
that we would file with the SEC.
We
may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem
a significant number of our public shares upon completion of our initial Business Combination. We intend to acquire a company with an
enterprise value significantly above the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants.
Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several
additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business,
debt issued by banks or other lenders or the owners of the target, a private placement of equity or debt, or a combination of the foregoing.
If we do not complete our initial Business Combination within the required time period, including because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination,
if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing.
Additional
Disclosures
Our
Acquisition Process
In
evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities and a review of financial and other information about the target and its industry.
We
are not prohibited from pursuing an initial Business Combination with a business that is affiliated with our Sponsor, officers or directors.
In the event we seek to complete our initial Business Combination with a business that is affiliated with our Sponsor, officers or directors,
we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that
is a member of the FINRA or from an independent accounting firm, that such initial Business Combination is fair to our company from a
financial point of view.
Each
of our directors and officers will, directly or indirectly, own Founder Shares and/or Private Placement Warrants following the Initial
Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial Business Combination. Further, such officers and directors may have a conflict of interest
with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial Business Combination.
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.
Certain
of our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to
such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a Business Combination
opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will
need to honor such fiduciary or contractual obligations to present such Business Combination opportunity to such entity, before we can
pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However,
we do not expect these duties to materially affect our ability to complete our initial Business Combination. Our amended and restated
certificate of incorporation provides that we renounce our interest in any Business Combination opportunity offered to any director or
officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company
and it is an opportunity that we are able to complete on a reasonable basis.
Our directors and officers are not required to
commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among
various business activities, including identifying potential Business Combinations and monitoring the related due diligence. For more
information, see “Item 10. Directors, Executive Officer and Corporate Governance—Conflicts of Interest.”
Initial Business Combination
The rules of the NYSE require that our initial
Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the
amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business
Combination, although there is no assurance that will be the case.
We anticipate structuring our initial Business
Combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and
outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such Business Combination
if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under
the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,
our stockholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other
equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial
Business Combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of
a substantial number of new shares, our stockholders immediately prior to our initial Business Combination could own less than a majority
of our issued and outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets
of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that
is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial Business Combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding
the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of
net assets test.
Competition
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has
increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant
experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to
the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder
approval of our initial Business Combination and we are obligated to pay cash for our shares of Class A common stock, it will potentially
reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage
in successfully negotiating a Business Combination.
Employees
We currently have four officers and do not intend
to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial Business Combination. The amount of time that any such person will devote in any time period will
vary based on whether a target business has been selected for our initial Business Combination and the current stage of the Business Combination
process.
Item
1. A. Risk Factors.
An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any
of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results.
Risks
Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination
Our public stockholders may not be afforded
an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business Combination even
though a majority of our public stockholders do not support such a combination.
We may not hold a stockholder vote to approve
our initial Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange
rules or if we decide to hold a stockholder vote for business or other reasons. For instance, the rules of the NYSE currently allow us
to engage in a tender offer in lieu of a stockholder meeting, but would still require us to obtain stockholder approval if we were seeking
to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business Combination. Therefore,
if we were structuring a Business Combination that required us to issue more than 20% of our issued and outstanding shares, we would seek
stockholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision
as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate
our initial Business Combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of
the Business Combination we consummate.
If we seek stockholder approval of our initial
Business Combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial Business Combination,
regardless of how our public stockholders vote.
Unlike many other blank check companies in which
the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders
in connection with an initial Business Combination, our initial stockholders, directors and officers have agreed (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public
shares held by them in favor of our initial Business Combination. As a result, in addition to our initial stockholders’ founder
shares, we would need 15,525,001, or 37.5% (assuming all issued and outstanding shares are voted), or 2,587,001, or 6.25% (assuming only
the minimum number of shares representing a quorum are voted), of the 41,400,000 public shares sold in the Initial Public Offering to
be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. Our directors and officers
have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.
We expect that our initial stockholders and their permitted transferees will own at least 20% of our issued and outstanding shares of
common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of our initial Business Combination,
it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their
founder shares in accordance with the majority of the votes cast by our public stockholders.
Your only opportunity to affect the investment
decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek stockholder approval of such Business Combination.
Since our board of directors may complete a Business
Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the Business Combination,
unless we seek such stockholder approval. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment
decision regarding a potential Business Combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our
initial Business Combination.
The ability of our public stockholders to
redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it
difficult for us to enter into a Business Combination with a target.
We may seek to enter into
a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting
commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination
and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination.
If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming stockholders will reflect
our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible
asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently, if accepting
all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary
to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and
may instead search for an alternate Business Combination (including, potentially, with the same target). Prospective targets will be aware
of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business Combination
or optimize our capital structure.
At the time we enter into
an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights and, therefore,
we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.
If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet
such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we
initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange
for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available
to us or optimize our capital structure.
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial Business Combination
agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial Business Combination would be unsuccessful increases. If our initial Business Combination
is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in
need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a
discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the
open market.
The requirement that we complete our initial
Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business
Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular
as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that
would produce value for our stockholders.
Any potential target business
with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination
within 24 months from the closing of the Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating
a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we may
be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the end of
the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial Business
Combination on terms that we would have rejected upon a more comprehensive investigation.
We may not be able to complete our initial
Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less
than such amount in certain circumstances, and our warrants will expire worthless.
Our Sponsor, directors and
officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering.
We may not be able to find a suitable target business and complete our initial Business Combination within such time period. Our ability
to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt
markets and the other risks described herein. For example, the outbreak of COVID-19 continues both in the U.S. and globally and, while
the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial
Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to
acquire. It may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such
as those related to the market for our securities and cross-border transactions.
If we have not completed our initial Business
Combination within such time period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding
up; (2) 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 (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive
only $10.00 per share, or less than $10.00 per share, on the redemption of their shares and our warrants will expire worthless. See “—
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors herein.
Our search for a Business Combination, and
any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the coronavirus
(“COVID-19”) outbreak and other events and the status of debt and equity markets.
In December 2019, a novel strain of coronavirus
was reported to have surfaced, which has and is continuing to spread throughout parts of the world, including the United States. On January
30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.”
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States
to aid the U.S. healthcare community in responding to COVID-19, and, on March 11, 2020 the World Health Organization characterized the
outbreak as a “pandemic.” The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural
disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business
operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a Business
Combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a Business
Combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential investors,
or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a
timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions
to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks,
natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate
a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially
adversely affected.
In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other
events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of
increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at
all.
Finally, the outbreak of
COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as
those related to the market for our securities and crossborder transactions.
If we seek stockholder approval of our initial
Business Combination, our Sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from
public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.
If we seek stockholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares or warrants in
privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination.
Any such price per share
may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our
initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities
laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of their affiliates
may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares
in favor of our initial Business Combination or not redeem their public shares. However, our Sponsor, directors, officers, advisors or
any of their affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in
such transactions and have not formulated any terms or conditions for any such transactions. The purpose of such purchases could be to
vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining stockholder approval of
our initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise
not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote
such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. This may
result in the completion of our initial Business Combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a stockholder fails to receive notice
of our offer to redeem our public shares in connection with our initial Business Combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the tender
offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our
compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may
not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials documents mailed to such holders,
or up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with
these procedures, its shares may not be redeemed.
You are not entitled to protections normally
afforded to investors of many other blank check companies.
Because we had net tangible
assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement and filed a Current
Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections
of those rules. Among other things, this means we will have a longer period of time to complete our initial Business Combination than
do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release
of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in
connection with our completion of an initial Business Combination.
If we seek stockholder approval of our initial
Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders
are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15%
of our Class A common stock.
If we seek stockholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provide that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares
sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would
not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business
Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a
result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell
your shares in open market transactions, potentially at a loss.
Because of our limited resources and the
significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination.
If we have not completed our initial Business Combination within the required time period, our public stockholders may receive only approximately
$10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we
seek stockholder approval of our initial Business Combination and we are obligated to pay cash for our shares of Class A common stock,
it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at
a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination
within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our Trust Account and our warrants will expire worthless. See “— If third parties bring claims against
us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.00 per share” and other risk factors herein.
As the number of special
purpose acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination.
This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable
target for our initial Business Combination.
In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business
Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets
for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration. As
a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable
target for an initial Business Combination.
In addition, because there
are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business Combination.
This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete
our initial Business Combination.
If the funds not being held in the Trust
Account are insufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, we may
be unable to complete our initial Business Combination.
The funds available to us
outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial
Public Offering, assuming that our initial Business Combination is not completed during that time. We expect to incur significant costs
in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential loans from certain of
our affiliates are discussed in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from
unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability
to continue as a going concern at such time.
Of the funds available to
us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.
We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent
designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more
favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention
to do so. If we enter into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently
required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching
for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business Combination within the
required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the
liquidation of our Trust Account and our warrants will expire worthless. See “— If third parties bring claims against us,
the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.00 per share” and other risk factors herein.
Changes in the market for directors and
officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.
In recent months, the market
for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management
team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies
have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete
an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming
a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s
ability to attract and retain qualified officers and directors.
In addition, after completion
of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct
alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the
post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).
The need for run-off insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate
our ability to consummate an initial Business Combination on terms favorable to our investors.
If third parties bring claims against us,
the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.00 per share.
Our placing of funds in the
Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers
(other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the
benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not
be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute
an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives
available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such
third-party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances
where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we
have not completed our initial Business Combination within the required time period, or upon the exercise of a redemption right in connection
with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders
could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.
Our Sponsor has agreed that
it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm)
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in
each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and
all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that
our Sponsor’s only assets are securities of our company. Our Sponsor may not have sufficient funds available to satisfy those obligations.
We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations.
As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial Business
Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors
or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce
the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution
to our public stockholders.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of
interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00
per share.
The securities in which we invest the funds
held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share redemption amount received by public stockholders may be less than $10.00 per share.
The proceeds held in the
Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market
Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.
In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated certificate
of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus
any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000
of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received
by public stockholders may be less than $10.00 per share.
If, after we distribute the proceeds in
the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us
that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as
having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive
damages.
If, after we distribute the
proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek
to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the Trust Account prior to addressing
the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds in
the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us
that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share
amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the
proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included
in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any
bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our public stockholders in connection
with our liquidation would be reduced.
If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial Business Combination.
If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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each of which may make it difficult for us to
complete our initial Business Combination.
In addition, we may have
imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations that we are currently not subject to.
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We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested
by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in
U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds
will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination.
If we have not completed our initial Business Combination within the required time period, our public stockholders may receive only approximately
$10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
Business Combination, and results of operations.
We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other
legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those
laws and regulations and their interpretation and application may also change from time to time and those changes could have a material
adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations,
as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our
initial Business Combination, and results of operations.
If we have not completed our initial Business
Combination within 24 months of the closing of the Initial Public Offering or during any Extension Period, our public stockholders may
be forced to wait beyond such 24 months before redemption from our Trust Account.
If we have not completed
our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, we will
distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations
except for the purposes of winding up of our affairs, as further described herein. Any redemption of public stockholders from the Trust
Account shall be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding
up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our public stockholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL.
In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account become
available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business
Combination or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors
have properly sought to redeem their shares of Class A common stock. Only upon our redemption or any liquidation will public stockholders
be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend
certain provisions of our amended and restated certificate of incorporation prior thereto.
Our stockholders may be held liable for
claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the Delaware General
Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent
of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon
the redemption of our public shares in the event we do not complete our initial Business Combination within the required time period may
be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280
of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which
any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However,
it is our intention to redeem our public shares as soon as reasonably possible following the 24th
month from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not complete our initial
Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
Because we do not intend
to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will
provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following
our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any
liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third
anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us.
As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and
any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust
Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business
Combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution
is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six
years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We may not hold an annual stockholder meeting
until after the consummation of our initial Business Combination. Our public stockholders will not have the right to elect or remove directors
prior to the consummation of our initial Business Combination.
We may not hold an annual
meeting of stockholders until after we consummate our initial Business Combination (unless required by the NYSE) and thus may not be in
compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors
in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to our consummation of our initial Business Combination, they may attempt to force
us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Until we
hold an annual meeting of stockholders, public stockholders may not be afforded the opportunity to discuss company affairs with management.
In addition, prior to our Business Combination (a) as holders of our Class A common stock, our public stockholders will not have the right
to vote on the election of our directors and (b) holders of a majority of the issued and outstanding shares of our Class B common stock
may remove a member of our board of directors for any reason.
The grant of registration rights to our
initial stockholders and their permitted transferees may make it more difficult to complete our initial Business Combination, and the
future exercise of such rights may adversely affect the market price of our Class A common stock.
At or after the time of our
initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale of their
founder shares after those shares convert to shares of our Class A common stock. In addition, our Sponsor and its permitted transferees
can demand that we register the resale of the Private Placement Warrants and the shares of Class A common stock issuable upon exercise
of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that
we register the resale of such warrants or the shares of Class A common stock issuable upon exercise of such warrants. We will bear the
cost of registering these securities. The registration and availability of such a significant number of securities for trading in the
public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration
rights may make our initial Business Combination more costly or difficult to conclude. This is because the stockholders of the target
business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders or
their permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered
for resale.
Because we are not limited to a particular
industry or any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the
merits or risks of any particular target business’s operations.
We may seek to complete a
Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry,
sector or geography. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our
initial Business Combination solely with another blank check company or similar company with nominal operations. Because we have not yet
selected or approached any specific target business with respect to a Business Combination, there is no basis to evaluate the possible
merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development
stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will not ultimately
prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target.
Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial
Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to
have a remedy for such reduction in value.
We may seek acquisition opportunities in
acquisition targets that may be outside of our management’s areas of expertise.
Although we expect to focus
our search for a target business in the technology industries, we will consider a Business Combination outside of our management’s
areas of expertise if such Business Combination candidate is presented to us and we determine that such candidate offers an attractive
acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and our management’s
expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able
to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholders or warrant
holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the
value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
Business Combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business Combination
with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination
with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Business Combination
with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights,
which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or
a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or stock exchange listing
requirements, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder
approval of our initial Business Combination if the target business does not meet our general criteria and guidelines. If we have not
completed our initial Business Combination within the required time period, our public stockholders may receive only approximately $10.00
per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We may seek acquisition opportunities with
an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete
our initial Business Combination with an early stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We are not required to obtain an opinion
from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance
from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
Unless we complete our initial
Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company
from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.
We may issue additional shares of Class
A common stock or preferred shares to complete our initial Business Combination or under an employee incentive plan after completion of
our initial Business Combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at
a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained
in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely
present other risks.
Our amended and restated
certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock, par value $0.0001 per share,
20,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of undesignated preferred stock, par value
$0.0001 per share. As of March 26, 2021, there will be 437,946,667 and 9,650,000 authorized but unissued shares of Class A and Class B
common stock, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding
warrants but not upon conversion of the Class B common stock. Shares of Class B common stock are convertible into shares of our Class
A common stock, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2020 there were no
preferred shares issued and outstanding.
We may issue a substantial
number of additional shares of Class A common stock, and may issue shares of preferred stock, in order to complete our initial Business
Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue shares of Class
A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of
our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.
However, our amended and restated certificate of incorporation provide, among other things, that prior to our initial Business Combination,
we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the Trust Account
or (2) vote pursuant to our amended and restated certificate of incorporation on any initial Business Combination or any amendments to
our amended and restated certificate of incorporation. The issuance of additional shares of common or preferred stock:
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may significantly dilute the equity interest of investors
in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in
the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;
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may subordinate the rights of holders of common stock if
shares of preferred stock are issued with rights senior to those afforded our common stock;
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could cause a change of control if a substantial number of
shares of our common stock is 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 directors and officers;
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may have the effect of delaying or preventing a change of
control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
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may adversely affect prevailing market prices for our Units,
Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price of our
warrants.
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Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we have not completed our initial Business Combination within the required time period, our public stockholders may receive
only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our
warrants will expire worthless.
We anticipate that the investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to
complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business
Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have
not completed our initial Business Combination within the required time period, our public stockholders may receive only approximately
$10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We may engage in a Business Combination
with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers
which may raise potential conflicts of interest.
In light of the involvement
of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor,
directors and officers. Certain of our directors and officers also serve as officers and board members for other entities, including those
described under “Item 10. Directors, Executive Officer and Corporate Governance—Conflicts of Interest.” Such entities
may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction
with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines
for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our company from a financial point of
view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, directors or officers,
potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to
our public stockholders as they would be absent any conflicts of interest.
Since our initial stockholders will lose
their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether
a particular Business Combination target is appropriate for our initial Business Combination.
Our initial stockholders
hold 10,350,000 founder shares as of the date of this Annual Report, including 10,230,000 held by our Sponsor. The founder shares will
be worthless if we do not complete an initial Business Combination.
In addition, our Sponsor
purchased an aggregator of 6,853,333 Private Placement Warrants, each exercisable for one share of our Class A common stock, for a purchase
price of $10,280,000, or $1.50 per warrant, that will also be worthless if we do not complete a Business Combination. Each Private Placement
Warrant may be exercised for one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein.
The founder shares are identical
to the shares of Class A common stock included in the Units except that: (1) prior to our initial Business Combination, only holders of
the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member
of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions; (3) our initial stockholders,
directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption
rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial
Business Combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with
a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our
initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions
from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within 24
months from the closing of Initial Public Offering or during any Extension Period (although they will be entitled to liquidating distributions
from the Trust Account with respect to any public shares they hold if we fail to complete our initial Business Combination within the
prescribed time frame); (4) the founder shares will automatically convert into shares of our Class A common stock at the time of our initial
Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial Business
Combination to our public stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased
during or after Initial Public Offering in favor of our initial Business Combination.
The personal and financial
interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business Combination,
completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This
risk may become more acute as the deadline for completing our initial Business Combination nears.
We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our stockholders’ investment in us.
We may choose to incur substantial
debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from
the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance
of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have
a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
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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;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our common stock;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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We may be able to complete only one Business
Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be
solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively
impact our operations and profitability.
We may effectuate our initial
Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that
present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By
completing our initial Business Combination with only a single entity our lack of diversification may subject us to numerous economic,
competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business,
property or asset; or
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dependent upon the development or market acceptance of a
single or limited number of products, processes or services.
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This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial Business Combination.
We may attempt to simultaneously complete
Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and
give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously
acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay
our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results
of operations.
We may attempt to complete our initial Business
Combination with a private company about which little information is available, which may result in a Business Combination with a company
that is not as profitable as we suspected, if at all.
In pursuing our acquisition
strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business Combination
on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected,
if at all.
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial
majority of our stockholders do not agree.
Our amended and restated
certificate of incorporation do not provide a specified maximum redemption threshold, except that in no event will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net
tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. As a result, we
may be able to complete our initial Business Combination even though a substantial majority of our public stockholders do not agree with
the transaction and have redeemed their shares or, if we seek stockholder approval of our initial Business Combination and do not conduct
redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their affiliates. In the event the aggregate cash
consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us,
we will not complete the Business Combination or redeem any shares, and all shares of Class A common stock submitted for redemption will
be returned to the holders thereof, and we instead may search for an alternate Business Combination (including, potentially, with the
same target).
In order to effectuate an initial Business
Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation
or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial Business
Combination that some of our stockholders or warrant holders may not support.
In order to effectuate an
initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination,
increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we
will not seek to amend our charter or governing instruments or extend the time to consummate an initial Business Combination in order
to effectuate our initial Business Combination. To the extent any such amendment would be deemed to fundamentally change the nature of
any of the securities offered through the registration statement of which the prospectus relating to the Initial Public Offering forms
a part, we would register, or seek an exemption from registration for, the affected securities.
Certain provisions of our amended and restated
certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing
the release of funds from our Trust Account) may be amended with the approval of holders of at least 65% of our outstanding common stock,
which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial Business Combination that
some of our stockholders may not support.
Some other blank check companies
have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s
pre-Business Combination activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies,
amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares.
Our amended and restated certificate of incorporation provides that any of its provisions (other than amendments relating to the election
or removal of directors prior to our initial Business Combination, which require the approval by holders of a majority of at least 90%
of the issued and outstanding shares of our common stock voting at a stockholder meeting) related to pre-Business Combination activity
(including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the
Trust Account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders as
described herein) may be amended if approved by holders of at least 65% of our issued and outstanding common stock, and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least
65% of our issued and outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or
as required by applicable law or stock exchange rules, the affirmative vote of a majority of the issued and outstanding shares of our
common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial Business Combination,
the affirmative vote of holders of a majority of the issued and outstanding shares of our Class B common stock is required to approve
the election or removal of directors. We may not issue additional securities that can vote pursuant to our amended and restated certificate
of incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation. Our initial
stockholders, who collectively beneficially own 20% of our common stock, may participate in any vote to amend our amended and restated
certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may
be able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-Business Combination
behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination
with which you do not agree.
Our initial stockholders
have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended and restated certificate of incorporation
(A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to
redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial
Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. These agreements
are contained in a letter agreement that we have entered into with our Sponsor, directors and officers. Our public stockholders are not
parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our
Sponsor, directors or officers for any breach of these agreements. As a result, in the event of a breach, our public stockholders would
need to pursue a stockholder derivative action, subject to applicable law.
We may be unable to obtain additional financing
to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular Business Combination.
If the net proceeds of the
Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either because of the
size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to
redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination
or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to
seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available
on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business
Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative
target business candidate.
In addition, even if we do
not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our directors, officers or stockholders is required to provide any financing to us in connection
with or after our initial Business Combination. If we have not completed our initial Business Combination within the required time period,
our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust
Account, and our warrants will expire worthless.
Our initial stockholders will control the
election of our board of directors until consummation of our initial Business Combination and will hold a substantial interest in us.
As a result, they will elect all of our directors prior to our initial Business Combination and may exert a substantial influence on actions
requiring stockholder vote, potentially in a manner that you do not support.
Our initial stockholders
own 20% of our issued and outstanding shares of common stock. In addition, prior to our initial Business Combination, holders of the founder
shares will have the right to elect all of our directors and may remove members of the board of directors for any reason. Holders of our
public shares will have no right to vote on the election of directors during such time. These provisions of our amended and restated certificate
of incorporation may only be amended by holders of a majority of at least 90% of the issued and outstanding shares of our common stock
voting at a stockholder meeting. As a result, you will not have any influence over the election of directors prior to our initial Business
Combination.
In addition, as a result
of their substantial ownership in our company, our initial stockholders may exert a substantial influence on other actions requiring a
stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation
and approval of major corporate transactions. If our initial stockholders purchase any additional shares of Class A common stock in the
aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial
stockholders will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial Business
Combination.
A provision of our warrant agreement may
make it more difficult for us to consummate an initial Business Combination.
Unlike most blank check companies,
if
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we issue additional shares of Class A common stock or equity-linked
securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective
issue price of less than $9.20 per share of Class A common stock, (with such issue price or effective issue price to be determined in
good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account
any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
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the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the
date of the completion of our initial Business Combination (net of redemptions), and
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the volume weighted average trading price of our shares of
Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial
Business Combination (such price, the “Market Value”) is below $9.20 per share,
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then the exercise price of
the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger prices applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price and the $10.00 per share redemption trigger prices applicable to our warrants will be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate
an initial Business Combination with a target business.
Our warrants and founder shares may have
an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial Business Combination.
We have issued warrants to
purchase 13,800,000 shares of Class A common stock, at a price of $11.50 per whole share (subject to adjustment as provided herein), as
part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate
of 6,853,333 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment as provided herein. Our initial stockholders currently hold 10,350,000 shares of Class B common stock. The shares
of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth
herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make any working capital loans,
up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants. To the extent we issue shares of Class A common stock to effectuate a Business Combination,
the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants or
conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number
of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the Business
Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the
cost of acquiring the target business.
The Private Placement Warrants
are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees:
(1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the shares of Class A common stock
issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor
until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis;
and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights.
Because we must furnish our stockholders
with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination
with some prospective target businesses.
The federal proxy rules require
that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical
and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection
with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.
GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on
the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial
statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources,
and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year
ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify
as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek
to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
If our management team pursues a company
with operations or opportunities outside of the United States for our initial Business Combination, we may face additional burdens in
connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would
be subject to a variety of additional risks that may negatively impact our operations.
While we intend to focus
our search for a target business operating in the technology industries primarily located in the United States, if our management team
pursues a company with operations or opportunities outside of the United States for our initial Business Combination, we would be subject
to risks associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our
initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments,
regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial
Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating
in an international setting, including any of the following:
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costs and difficulties inherent in managing cross-border
business operations and complying with commercial and legal requirements of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future Business Combinations
may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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changes in local regulations as part of a response to the
COVID-19 outbreak;
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tax consequences, such as tax law changes, including termination
or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as
compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks,
natural disasters and wars;
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deterioration of political relations with the United States;
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obligatory military service by personnel; and
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government appropriation of assets.
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We may not be able to adequately
address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination,
our operations might suffer, either of which may adversely impact our results of operations and financial condition.
Risks
Relating to the Post-Business Combination Company
We may face risks related to companies in
the technology industries.
Business combinations with
companies in the technology industries entail special considerations and risks. If we are successful in completing a Business Combination
with such a target business, we may be subject to, and possibly adversely affected by, the following risks:
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an inability to compete effectively in a highly competitive
environment with many incumbents having substantially greater resources;
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an inability to manage rapid change, increasing consumer
expectations and growth;
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an inability to build strong brand identity and improve subscriber
or customer satisfaction and loyalty;
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a reliance on proprietary technology to provide services
and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;
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an inability to deal with our subscribers’ or customers’
privacy concerns;
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an inability to attract and retain subscribers or customers;
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an inability to license or enforce intellectual property
rights on which our business may depend;
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any significant disruption in our computer systems or those
of third parties that we would utilize in our operations;
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an inability by us, or a refusal by third parties, to license
content to us upon acceptable terms;
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potential liability for negligence, copyright, or trademark
infringement or other claims based on the nature and content of materials that we may distribute;
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competition for advertising revenue;
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competition for the leisure and entertainment time and discretionary
spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations
and behavior;
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disruption or failure of our networks, systems or technology
as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural
disasters, terrorist attacks, accidental releases of information or similar events;
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an inability to obtain necessary hardware, software and operational
support; and
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reliance on third-party vendors or service providers.
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Any of the foregoing could
have an adverse impact on our operations following a Business Combination. However, our efforts in identifying prospective target businesses
will not be limited to the technology industries. Accordingly, if we acquire a target business in another industry, these risks we will
be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not
be different than those risks listed above.
Subsequent to our completion of our initial
Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges
that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which
could cause you to lose some or all of your investment.
Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that
may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of
due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors,
we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt
financing. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following
our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are
unlikely to have a remedy for such reduction in value.
After our initial Business Combination,
our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies,
developments and conditions in the country in which we operate.
The economic, political and
social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic
growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.
If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our initial Business
Combination, the ability of that target business to become profitable.
Our management may not be able to maintain
control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target
business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial
Business Combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity
interests or assets of a target business, but we will complete such Business Combination only if the post-transaction company owns or
acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the
target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not
consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in the post Business
Combination company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the issued and
outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% interest in the target.
However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such
transaction could own less than a majority of our issued and outstanding common stock subsequent to such transaction. In addition, other
minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s
shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control
of the target business.
We may have limited ability to assess the
management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability
of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder
or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities.
Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.
The directors and officers
of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s
key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that
certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our
initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
If our management following our initial
Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial Business Combination, any
or all of our management could resign from their positions as officers of the company, and the management of the target business at the
time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws.
If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws.
This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
Risks
Relating to Our Management Team
We are dependent upon our directors and
officers and their departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals. We believe that our success depends on the continued service of our directors and officers, at least until
we have completed our initial Business Combination. We do not have an employment agreement with, or key-man insurance on the life of,
any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental
effect on us.
Our ability to successfully effect our initial
Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us
following our initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and
profitability of our post-combination business.
Our ability to successfully
effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target
business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management
or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target business
will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot
assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with
such requirements.
In addition, the directors
and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination
target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an
acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time.
Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition
candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for
them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest
in determining whether a particular Business Combination is the most advantageous.
Our key personnel may be
able to remain with our company after the completion of our initial Business Combination only if they are able to negotiate employment
or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation
of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s
retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their
motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after
the completion of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed
with any potential Business Combination, as we do not expect that any of our key personnel will remain with us after the completion of
our initial Business Combination. The determination as to whether any of our key personnel will remain with us will be made at the time
of our initial Business Combination.
Our directors and officers will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial Business Combination.
Our directors and officers are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a Business Combination and their other responsibilities. We do not intend to have any full-time employees prior to
the completion of our Business Combination. Each of our directors and officers is engaged in several other business endeavors for which
he or she may be entitled to substantial compensation and our directors and officers are not obligated to contribute any specific number
of hours per week to our affairs. Our independent directors also serve as officers and/or board members for other entities. If our directors’
and officers’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial Business Combination. Please see “Item 10. Directors, Executive Officer and Corporate Governance” for a discussion
of our officers’ and directors’ other business affairs.
Certain of our directors and officers are
now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be
conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should
be presented.
Until we consummate our initial
Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and directors
and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and directors
and officers are also not prohibited from Sponsoring, or otherwise becoming involved with, any other blank check companies prior to us
completing our initial Business Combination, and any such involvement may result in conflicts of interests as described below.
As described in “Item
10. Directors, Executive Officer and Corporate Governance—Conflicts of Interest,” each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to, or otherwise have an
interest in, one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entities, including and any other special purpose acquisition company in which they may become involved with. Accordingly,
if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to
which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present
such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he
or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may
be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we
renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to
such person solely in his or her capacity as a director or officer of our company and such opportunity is one reasonable for us to pursue.
For a complete discussion
of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of,
please see “Item 10. Executive Officer and Corporate Governance,” “Item 10. Directors, Executive Officer and Corporate
Governance—Conflicts of Interest” and “Item 13—Certain Relationships and Related Party Transactions—Administrative
Services Agreement.”
Our directors, officers, security holders
and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy
that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact,
we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers. Nor do
we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted
by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
In particular, affiliates
of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would
be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.
Risks Relating to Our Securities
You will not have any rights or interests
in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced
to sell your public shares and/or warrants, potentially at a loss.
Our public stockholders will
be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an initial Business Combination,
and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the
limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend
our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within
24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial Business Combination activity; and (3) the redemption of our public shares if we have not completed an initial Business
Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will
a stockholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds
held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public
shares and/or warrants, potentially at a loss.
The NYSE may delist our securities from
trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
We cannot assure you that
our securities will continue to be listed on the NYSE prior to our initial Business Combination. In order to continue listing our securities
on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels. Generally,
we must maintain a minimum number of holders of our securities (generally 300 public stockholders). Additionally, in connection with our
initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements,
which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securities. We cannot
assure you that we will be able to meet those initial listing requirements at that time.
If any of our securities
are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect
such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as covered securities
under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the
states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can
regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit
or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators
view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of
blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities
under such statute and we would be subject to regulation in each state in which we offer our securities.
You will not be permitted to exercise your
warrants unless we register and qualify the issuance of the underlying shares of Class A common stock or certain exemptions are available.
Pursuant to terms of the
warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial
Business Combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares,
and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of
our initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to
those Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop
order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements,
we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A common stock
that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of
Class A common stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and
we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such
exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant,
or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares
underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise
of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be
entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants
as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the
units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise
their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of the Units. In such
an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise
their warrants and sell the shares of Class A common stock underlying their warrants while holders of our public warrants would not be
able to exercise their warrants and sell the underlying shares of Class A common stock. If and when the warrants become redeemable by
us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for
sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise their warrants.
We may amend the terms of the warrants in
a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public
warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of
shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement set forth in the prospectus related to the Initial Public Offering, or defective provision or (ii) adding or changing any provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or
desirable and that the parties deem to not adversely affect the interest of the registered holders of the warrants, provided that the
approval by the holders of at least 65% of the then outstanding public warrants is required to make any change that adversely affects
the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse
to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment and, solely with respect to any
amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement
Warrants, 65% of the number of the then outstanding Private Placement Warrants. Although our ability to amend the terms of the public
warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease
the number of shares of our Class A common stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things,
last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals
or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we
may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding
warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be
disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants;
or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially
less than the market value of your warrants.
In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case, the holders will be able to exercise
their warrants prior to redemption for a number of shares of Class A common stock determined based on the redemption date and the fair
market value of our Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition,
such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded
value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding. The value received upon
exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later
time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because
the number of shares of Class A common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment)
irrespective of the remaining life of the warrants.
Because each unit contains one-third of
one warrant and only a whole warrant may be exercised, the units may be worth less than Units of other blank check companies.
Each unit contains one-third of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This
is different from other offerings similar to ours whose units include one share of Class A common stock and one whole warrant or a greater
fraction of one whole warrant to purchase one share. We have established the components of the Units in this way in order to reduce the
dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for
a third of the number of shares compared to Units that each contain a whole warrant to purchase one whole share, thus making us, we believe,
a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth
less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.
Our warrant agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York
(a “NY foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the
personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such
court to enforce the forum provisions (a “NY enforcement action”), and (y) having service of process made upon such warrant
holder in any such NY enforcement action by service upon such warrant holder’s counsel in the NY foreign action as agent for such
warrant holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
Our amended and restated certificate of
incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial
forum for disputes with our company or our company’s directors, officers or other employees.
Our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf
of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company
to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against
our company or any director or officer of our company arising pursuant to any provision of the DGCL or our amended and restated certificate
of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our company governed by the internal
affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within ten days following such determination) or (b) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities
laws, for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity
purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented
to the forum provisions in our amended and restated certificate of incorporation. If any action the subject matter of which is within
the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”)
in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and
federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by
service upon such stockholder’s counsel in the foreign action as agent for such stockholder.
This forum selection clause may discourage claims
or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs
for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low,
if a court were to determine the forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs
in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results
of operations and financial condition and result in a diversion of the time and resources of our management and board of directors.
Provisions in our amended and restated certificate
of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class
A common stock and could entrench management.
Our amended and restated certificate of incorporation
contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These
provisions include staggered board of directors, the ability of the board of directors to designate the terms of and issue new series
of preferred stock, and the fact that prior to the completion of our initial Business Combination only holders of our shares of Class
B common stock, which are held by our initial stockholders, are entitled to vote on the election of directors, which may make more difficult
the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.
We are also subject to anti-takeover provisions
under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of
management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
General
Risk Factors
Our warrants are
accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the
Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the
accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the
“SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender
offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As
a result of the SEC Statement, we reevaluated the accounting treatment of our 13,800,000 public warrants and 6,853,333 private placement
warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period
reported in earnings.
As a result, included
on our balance sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded
features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides
for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related
to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement,
our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to
the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period
and that the amount of such gains or losses could be material.
We have identified a material weakness in
our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results
of operations and financial condition accurately and in a timely manner.
Following the issuance of the SEC Staff Statement
on April 12, 2021, after consultation with our independent registered public accounting firm, our management and our audit committee concluded
that, in light of the SEC Statement, it was appropriate to restate previously issued and audited financial statements as of and for the
period ended December 31, 2020.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise
required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses
identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis.
As described elsewhere in this Amendment No. 2,
we have identified a material weakness in our internal control over financial reporting related to the accounting for a significant and
unusual transaction related to certain complex equity and equity-linked instruments we issued in connection with our initial public offering
in October 2020. As a result of this material weakness, our management has concluded that our internal control over financial reporting
was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our derivative warrant liabilities,
change in fair value of derivative warrant liabilities, Class A common stock subject to possible redemption, accumulated deficit and related
financial disclosures for the Affected Periods. For a discussion of management’s consideration of the material weakness identified
related to our accounting for a significant and unusual transaction related to certain complex equity and equity-linked instruments we
issued in connection with the October 2020 initial public offering, see “Note 2—Restatement of Previously Issued Financial
Statements” to the accompanying financial statements, as well as “Part II, Item 9A. Controls and Procedures included in this
Annual Report.”
As described in “Part II, Item 9A. Controls
and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of December 31, 2020 because
material weaknesses existed in our internal control over financial reporting. We have taken a number of measures to remediate the material
weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional
material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly
report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions
or investigations by the stock exchange on which our Class A common stock are listed, the SEC or other regulatory authorities. Failure
to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair
our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. In either
case, there could result a material adverse effect on our business. The existence of material weaknesses or significant deficiencies in
internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative
effect on the trading price of our stock. In addition, we will incur additional costs to remediate material weaknesses in our internal
control over financial reporting, as described in “Part II, Item 9A. Controls and Procedures.”
We can give no assurance that the measures we
have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or
restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over
financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures,
in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair
presentation of our financial statements.
We may face litigation
and other risks as a result of the material weakness in our internal control over financial reporting.
Following the issuance
of the SEC Statement, our management and our audit committee concluded that it was appropriate to restate our previously issued audited
financial statements as of December 31, 2020 and for the period ended December 31, 2020 (the “Restatement”). See “—Our
warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.”
As part of the Restatement, we identified a material weakness in our internal controls over financial reporting with respect to the interpretation
and accounting for certain complex features of the Class A common stock and warrants issued by the Company.
Our management and our
audit committee also concluded that it was appropriate to restate previously issued financial statements as of and for the period ended
December 31, 2020 based on the classification of a portion of the Company’s Public Shares as temporary versus permanent equity.
See “—We have identified a material weakness in our internal control over financial reporting. This material weakness could
continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.”
As a result of such material
weakness, the Restatement, the change in accounting for the warrants, the change in the classification of all of the Public Shares as
temporary equity and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes
which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from
the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.
As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that
such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material
adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.
We are a newly incorporated company with
no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated company with no operating
results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial Business Combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning a Business Combination and may be unable to complete our initial Business Combination. If we
fail to complete our initial Business Combination, we will never generate any operating revenues.
Past performance by our management team
and their affiliates may not be indicative of future performance of an investment in the company.
Information regarding performance by our management
team and their affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is
not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business Combination or (2) of success
with respect to any Business Combination we may consummate. You should not rely on the historical record of our management team or their
affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the
returns the company will, or is likely to, generate going forward.
We are an emerging growth company and a
smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result,
our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to
five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held
by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging
growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because
we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a
standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds
$250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during
such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end
of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison
of our financial statements with other public companies difficult or impossible.