Introduction
We
are a blank check company incorporated on November 7, 2018 as a Delaware corporation and 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. We have reviewed, and continue to review, a number of opportunities to enter into an initial business combination
with an operating business, but we are not able to determine at this time whether we will complete an initial business combination
with any of the target businesses that we have reviewed or with any other target business.
In
November 2018, our Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”)
for $25,000, or approximately $0.004 per share. In February 2019, we effected a stock dividend of 718,750 shares of our Class
B common stock, resulting in our Sponsor holding an aggregate of 6,468,750 Founder Shares (up to 843,750 shares of which were
subject to forfeiture to the extent the underwriters of our Initial Public Offering did not exercise their over-allotment option).
Also in February 2019, our Sponsor transferred 1,265,625 Founder Shares to Tortoise Borrower, LLC, a Delaware limited liability
company (“Tortoise Borrower”) and an affiliate of our Sponsor. On March 4, 2019, the underwriters partially exercised
their over-allotment option and on March 7, 2019, the underwriters waived the remainder of their over-allotment option. In connection
therewith, our Sponsor forfeited 643,520 Founder Shares for cancellation by us. On March 4, 2019, Tortoise Borrower transferred
1,265,625 Founder Shares to Atlas Point Energy Infrastructure Fund, LLC (“Atlas Point Fund”), which is a fund managed
by CIBC National Trust but is not affiliated with us or our Sponsor, pursuant to the Forward Purchase Agreement (as defined below)
and our Sponsor transferred 40,000 Founder Shares to each of our independent directors. The holders of our Founder Shares prior
to our Initial Public Offering are referred to herein as our “initial stockholders.”
On
the Closing Date, we consummated our Initial Public Offering of 23,300,917 units (the “Units”), including 800,917
Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold
at a price of $10.00 per unit, generating gross proceeds to us of approximately $233.0 million. Each Unit consists of one share
of our Class A common stock and one-half of one warrant. Each whole warrant (a “public warrant”) entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole
warrants are exercisable. The public warrants will become exercisable on the later of 30 days after the completion of our initial
business combination and 12 months from the closing of our Initial Public Offering, and will expire five years after the completion
of our initial business combination or earlier upon redemption or liquidation.
On
March 4, 2019, simultaneously with the consummation of our Initial Public Offering, we completed the private sale of 6,660,183
private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per warrant to Tortoise
Borrower, generating gross proceeds to us of approximately $6.66 million. Each Private Placement Warrant entitles the holder to
purchase one share of our Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common
stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the
holder until 30 days after the completion of our initial business combination.
Approximately
$233.0 million of the net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants has been deposited
in a trust account established for the benefit of our public stockholders (the “Trust Account”).
In
connection with our Initial Public Offering, Atlas Point Fund entered into an amended and restated forward purchase agreement
(the “Forward Purchase Agreement”) with us that provides for the purchase by Atlas Point fund of up to an aggregate
maximum amount of $150,000,000 of either (i) a number of units (the “Forward Purchase Units”), consisting of one share
of Class A common stock (the “Forward Purchase Shares”) and one-half of one redeemable warrant (the “Forward
Purchase Warrants”), for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share (such Forward Purchase
Shares valued at $9.67 per share or the Forward Purchase Units, as the case may be, the “Forward Purchase Securities”),
in a private placement that will close simultaneously with the closing of our initial business combination. The Forward Purchase
Agreement also provides that Atlas Point Fund will be entitled to certain registration rights with respect to the Forward Purchase
Securities. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving the Company its irrevocable
written consent, which Atlas Point Fund may grant or withhold in its sole discretion, to purchase the Forward Purchase Securities
no later than five days after the Company notifies it of the Company’s intention to meet to consider entering into a definitive
agreement for a proposed initial business combination.
We
received gross proceeds from our Initial Public Offering and the sale of the Private Placement Warrants of approximately $233.0
million and $6.66 million, respectively, for an aggregate of approximately $239.66 million. Approximately $233.0 million of the
gross proceeds were deposited into the Trust Account. The approximately $233.0 million of net proceeds held in the Trust Account
includes approximately $8.13 million of deferred underwriting discounts and commissions that will be released to the underwriters
of our Initial Public Offering upon completion of our initial business combination. Of the gross proceeds from our Initial Public
Offering and the sale of the Private Placement Warrants that were not deposited in the Trust Account, approximately $4.64 million
was used to pay underwriting discounts and commissions in connection with our Initial Public Offering, approximately $580,000
was used to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued offering and formation costs,
business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.
The
shares of our Class B common stock that we issued prior to the Closing Date will automatically convert into shares of our Class
A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment for stock splits,
stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our Initial Public Offering and related
to the closing of the initial business combination (other than the Forward Purchase Securities), the ratio at which the shares
of our Class B common stock will convert into shares of our Class A common stock will be adjusted (unless the holders of a majority
of the outstanding shares of our Class B common stock agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of shares of Class A common stock issuable upon conversion of all issued and outstanding shares of
Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares
of common stock outstanding upon the completion of our Initial Public Offering plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with the business combination (excluding the Forward Purchase Securities and
any shares or equity-linked securities issued, or to be issued, to any seller in the business combination).
On
April 19, 2019, we announced that, commencing April 22, 2019, holders of the Units sold in our Initial Public Offering may elect
to separately trade the shares of Class A common stock and public warrants included in the Units. The shares of Class A common
stock and public warrants that are separated trade on the New York Stock Exchange (the “NYSE”) under the symbols “SHLL”
and “SHLL WS,” respectively. Those Units not separated will continue to trade on the NYSE under the symbol “SHLL.U.”
Our
Company
We
are a recently organized blank check company incorporated as a Delaware corporation in November 2018 and 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, which we refer to throughout this Annual Report on Form 10-K as our initial business combination.
We intend to acquire and operate a business in the energy industry and believe our management team together with Tortoise, an
affiliate of our Sponsor, are well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns
for our stockholders, although we may pursue a business combination opportunity in any business or industry.
We
intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience
in the energy sector and that presents potential for an attractive risk-adjusted return profile under our stewardship. Even
fundamentally sound companies can often under-perform their potential due to a temporary period of dislocation in the markets
in which they operate, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete
management teams or inappropriate business strategies. Our management team has extensive experience in the energy industry, ranging
from acquiring and developing assets and companies, managing companies, including a publicly traded company, and making joint
venture investments to selling companies in private sales or public transactions. Additionally, affiliates of our Sponsor have
a long track record of making investments in publicly traded and privately held companies operating in the energy sector. We believe
this experience makes us very well situated to identify, source, negotiate and execute an initial business combination with an
attractive energy-related target.
We
believe a key advantage in sourcing potential business combination targets is our extensive network of contacts which include
senior contacts in the energy industry, investment banking, private equity and other financial sponsors and owners of private
businesses.
Our
Sponsor, Tortoise Sponsor LLC, is an entity owned by an affiliate of Tortoise and members of our management. Founded in 2002,
Tortoise has a family of investment funds with over $21.3 billion of assets under management as of December 31, 2019.
For more than sixteen years, Tortoise has distinguished itself by being a market innovator and introduced the first direct placement,
SEC-registered midstream oriented closed-end fund and North American pipeline fund. Tortoise has built a successful
track record through a disciplined investment framework with expertise that spans across the entire energy value chain in addition
to sustainable infrastructure, including wind, solar and battery storage assets. Tortoise has a robust deal flow track record
and a long history of partnering with public and private equity investors across many of the leading companies in the energy sector,
completing over 80 prior direct investment transactions through various vehicles across the firm. As a result of its investment
activities, Tortoise has developed deep industry relationships within the broad energy sector. We believe the reputation and expertise
of Tortoise and our management team in the energy industry will make us a preferred partner for potential business combination
targets.
Our
objective is to generate attractive returns for our stockholders. We will seek to do this by utilizing a disciplined investment
process when reviewing candidates for our initial business combination. Our management team includes industry experts with the
ability to identify attractive business combination candidates and capitalize on favorable industry trends. The breadth and depth
of our operating and investing experience will enable us to consider candidates in multiple sectors within the energy industry
and target the area with the most compelling potential returns. We believe this flexibility increases the probability of successfully
executing our business strategy.
We
will seek to capitalize on the approximately 25 years of experience in the energy industry of our Chief Executive Officer, Vincent
Cubbage. In 2006, Mr. Cubbage founded Lightfoot Capital Partners LP (together with its general partner, “Lightfoot
Capital”), an energy-focused private investment vehicle, to make opportunistic investments in energy related companies
or assets, raising private capital for investments from a number of leading energy investors that were part of Lightfoot Capital’s
private investor group, including Tortoise, Blackrock, Magnetar Capital, GE Energy Financial Services and Atlas Energy. As the
Chief Executive Officer of Lightfoot Capital, Mr. Cubbage led the investment strategy of the firm and oversaw the evaluation
and detailed diligence process of hundreds of potential acquisition and investment opportunities across the broad natural resources
and industrial sectors.
From
2007 to 2017, Mr. Cubbage was responsible for overseeing the acquisition, development and sale of two operating companies
following the completion of 14 bolt-on acquisitions. Mr. Cubbage spearheaded Lightfoot Capital’s development of
International Resource Partners LP, a natural resources mining company that was sold in 2011 for $475 million. In 2013, after
developing an initial set of terminal assets into a public company scale business, Mr. Cubbage guided the initial public
offering of Arc Logistics Partners (NYSE: ARCX), and served as its Chief Executive Officer and Chairman of the Board. Arc Logistics
Partners grew under Mr. Cubbage’s leadership from its initial asset base of seven terminals and 1.5 million barrels
of storage capacity in 2007 to 21 terminals located throughout the United States with 7.8 million barrels of storage capacity
in 2017. Mr. Cubbage managed the process for the sale of Arc Logistics Partners, which had an enterprise value of approximately
$692.5 million when sold at the end of 2017.
Prior
to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director and Head of the Midstream sector in the investment
banking division of Banc of America Securities, where he led the origination and execution of numerous transactions across a broad
array of strategic opportunities and capital market issuers. Prior to joining Banc of America Securities, Mr. Cubbage was
a Vice President at Salomon Smith Barney in the Global Energy and Power Group.
Through
his experience as founder and Chief Executive Officer of Lightfoot Capital and Chief Executive Officer and Chairman of the Board
of Arc Logistics Partners, together with his experience as an energy-sector investment banker for over 12 years, Mr. Cubbage
developed deep contacts within the energy and private equity industries and with investment and commercial banking firms. We believe
these contacts will help us source our initial business combination. Mr. Cubbage also developed significant practical experience
and strong leadership abilities in operating both publicly traded and privately held companies as well as considerable commercial
and technical knowledge of companies operating within the energy sector. In particular, Mr. Cubbage’s prior experience
in energy-related merger and acquisition transactions makes him well suited to direct and oversee our management team to:
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source
potential attractive acquisition candidates or assets for our initial business combination and capitalize on favorable industry
trends;
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simultaneously
evaluate multiple acquisition and investment opportunities;
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complete
detailed due diligence analysis of both industry and business issues affecting acquisition candidates on a timely basis; and
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structure,
negotiate the terms of and consummate complex transactions, including any debt or equity financing for our initial business combination.
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With
respect to the foregoing examples, past performance of Tortoise or Lightfoot Capital, including by our management team, is not
a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify
a suitable candidate for our initial business combination. You should not rely on the historical record of Tortoise or Lightfoot
Capital or our management’s performance as indicative of our future performance.
We
have entered into a Forward Purchase Agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust
but is not affiliated with us or our Sponsor, agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i)
a number of Forward Purchase Units for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share, in a private
placement that will close simultaneously with the closing of our initial business combination. Whether we will issue Atlas Point
Fund Forward Purchase Units valued at $10.00 per unit or Forward Purchase Shares valued at $9.67 per share will be determined
at our election, and in our sole discretion, at least 10 business days prior to the closing of our initial business combination.
Each whole forward purchase warrant is exercisable to purchase one share of our Class A common stock at $11.50 per share. The
Forward Purchase Warrants have the same terms as the public warrants and the Forward Purchase Shares are identical to the shares
of Class A common stock included in the Units sold in our Initial Public Offering, except the Forward Purchase Shares and the
Forward Purchase Warrants are subject to transfer restrictions and certain registration rights. The funds from the sale of the
Forward Purchase Securities may be used as part of the consideration to the sellers in the initial business combination, and any
excess funds may be used for the working capital needs of the post-transaction company. This agreement is independent of
the percentage of stockholders electing to redeem their public shares and may provide us with an increased minimum funding level
for the initial business combination. The Forward Purchase Agreement is subject to conditions, including Atlas Point Fund giving
us its irrevocable written consent to purchase the Forward Purchase Securities no later than five days after we notify it of our
intention to meet to consider entering into a definitive agreement for a proposed business combination. Atlas Point Fund may grant
or withhold its consent to the purchase entirely within its sole discretion. Accordingly, if Atlas Point Fund does not consent
to the purchase, it will not be obligated to purchase the Forward Purchase Securities. Please see the risk factor entitled “In
evaluating a prospective target business for our initial business combination, our management may consider the availability of
funds from the sale of the Forward Purchase Securities, which may be used as part of the consideration to the sellers in the initial
business combination. If Atlas Point Fund decides not to exercise its right to purchase all or some of the Forward Purchase Securities,
we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate
our initial business combination” for more information. Additionally, pursuant to the terms of the Forward Purchase Agreement,
we granted Atlas Point Fund the right to appoint a single observer to our board of directors until the consummation of our initial
business combination. Such observer does not have voting rights or otherwise have any of the powers of a member of our board of
directors.
We
believe our ability to complete an initial business combination will be enhanced by our entering into this Forward Purchase Agreement
with Atlas Point Fund.
None
of our officers or directors has served as a sponsor, director or officer of any blank check companies or special purpose acquisition
companies in the past.
Business
Strategy
Our
business strategy is to identify, combine with and maximize the value of a company with operations in the energy industry. We
will focus our efforts on opportunities where we feel we have a competitive advantage and are best situated to enhance the value
of the business after completion of the initial business combination. The ultimate goal of this business strategy is to maximize
stockholder value.
We
believe that current market conditions in the energy sector present an opportunity for attractive acquisitions, including but
not limited to reverse IPOs, non-core asset sales, undervalued or underperforming assets, restructuring transactions and
distressed corporate divestitures. We believe that the deep industry and investing experience of our Sponsor, combined with the
extensive experience of our Chief Executive Officer as the prior leader of a NYSE-listed company in the energy sector, founder
and Chief Executive Officer of a private investment vehicle in the energy sector and senior energy-sector investment banker,
makes us very well positioned to identify, source, negotiate and execute a business combination with attractive risk-adjusted returns
for our stockholders.
Our
management team also includes other selected former employees of Lightfoot Capital who have extensive experience in identifying,
evaluating, negotiating and completing the types of transactions that we plan to pursue for our initial business combination.
Mr. Cubbage and the other members of our management team that were formerly affiliated with Lightfoot Capital are principally
dedicated to executing our business plan, which we believe is a key competitive advantage.
Our
management team and the investment professionals at Tortoise have an extensive network of senior contacts within the energy industry
including corporate executives, investment banking professionals, private equity and other financial sponsors, and owners of private
businesses. In addition, Tortoise has a long history of partnering with leading public and private equity investors in the energy
sector. We believe this network is a key competitive advantage in sourcing attractive business combination targets that meet our
criteria, and that the reputation and expertise of our management team and Tortoise in the energy industry will make us a preferred
partner for potential business combination counterparties.
Our
management team brings a diversity of transactional and investing experience that will enable us to evaluate opportunities across
multiple sectors within the energy industry. Tortoise’s expertise spans energy investing across the entire energy value
chain in addition to sustainable infrastructure including wind, solar and water infrastructure, credit investing, direct lending
to social infrastructure projects and index construction. Tortoise has deep industry relationships and a robust deal flow track
record, completing over 80 prior direct investment transactions through various investment vehicles across the firm. Furthermore,
we believe Tortoise’s extensive track record of public and private investments, including PIPEs, provides valuable expertise
in evaluating and executing capital markets transactions. As an investment banker and the Chief Executive Officer of Lightfoot
Capital and Arc Logistics Partners, our Chief Executive Officer oversaw the evaluation of hundreds of acquisitions and investments
in the energy sector. We believe the breadth of Tortoise’s and our Chief Executive Officer’s investment activities
in the energy industry is a competitive advantage.
We
believe that the operational experience of our management team should enable us to enhance the strategic and operational performance
of the assets and businesses that we acquire in order to maximize value for stockholders. This may include improving operating
efficiencies and margins, driving revenue growth, investing in organic growth projects and pursuing future strategic acquisitions
or divestitures. We believe our expertise in identifying and sourcing undervalued investment opportunities combined with our operational
proficiency in unlocking value provides a competitive advantage relative to other strategic and financial buyers.
Our
Sponsor and management team have a deep understanding of capital markets, which we believe is an important aspect of a special
purpose acquisition company management team. We believe that the combination of Mr. Cubbage and Tortoise’s experience
and network in the public equity markets will allow us to effectively finance and structure the business combination transaction.
We
believe our management team whose collective experience and network, combined with resources available to us from Tortoise, will
allow us to pursue a number of transaction opportunities concurrently and expedite the time required from initial identification
of an opportunity to transaction announcement.
Business
Combination Criteria
Consistent
with our business strategy, we have identified the following general criteria and guidelines that we believe are important in
evaluating candidates for our initial business combination. We will use these criteria and guidelines in evaluating business combination
opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these
criteria and guidelines. We intend to focus on candidates that we believe:
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will
benefit from our team’s operating expertise, technical expertise, structuring expertise, extensive network, insight and
capital markets expertise in the energy industry;
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exhibit
unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s
growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review;
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are
at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques,
or where we believe we can drive improved financial performance;
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have
opportunities to grow the business through organic growth projects and third-party acquisitions;
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will
be well received by public investors and are expected to have good access to the public capital markets;
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are
engaged in activities that are consistent with Tortoise’s view of macro trends in the energy industry; and
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are
expected to generate attractive risk-adjusted returns for our stockholders.
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These
criteria 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 guidelines as well as other considerations, factors and criteria that our
management 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
in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation
materials or tender offer documents that we would file with the SEC.
Initial
Business Combination
The
NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80%
of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding
the amount of any deferred underwriting discount held in the Trust Account). Our board will make the determination as to the fair
market value of a target business or businesses. If our board is not able to independently determine the fair market value of
a target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the
Financial Industry Regulatory Authority (“FINRA”), or an independent accounting firm with respect to the satisfaction
of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair
market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the
target company’s business or there is a significant amount of uncertainty as to the value of the company’s assets
or prospects.
Our
amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which
must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor,
to approve our initial business combination.
We
may, at our option, pursue a business combination opportunity jointly with one or more entities affiliated with Tortoise and/or
one or more investors in funds or separate accounts managed by Tortoise, which we refer to as an “Affiliated Joint Acquisition.”
Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and
Tortoise considered such a transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other business
reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the
amount held in our Trust Account to fund the business combination transaction and/or the desire to obtain committed capital for
closing the business combination transaction. An Affiliated Joint Acquisition may be effected through a co-investment with
us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the
business combination by issuing to such parties a class of equity or equity-linked securities. We refer to this potential
future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance.” The amount
and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated
to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance.
Pursuant to the anti-dilution provisions of our Class B common stock, any such specified future issuance (other than the
Forward Purchase Securities) would result in an adjustment to the conversion ratio such that our initial stockholders and their
permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all
shares of common stock outstanding upon completion of our Initial Public Offering plus all shares issued in the specified future
issuance (excluding the Forward Purchase Securities and any shares or equity-linked securities issued, or to be issued, to
any seller in the business combination), unless the holders of a majority of the then-outstanding shares of Class B common
stock agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at
this time whether a majority of the holders of our Class B common stock would then agree to so waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the
agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business
combination; (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class
B common stock; or (iv) as part of the Affiliated Joint Acquisition. If such adjustment is not waived, the specified future issuance
would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of
holders of our Class A common stock. If such adjustment is waived, the specified future issuance would reduce the percentage ownership
of holders of both classes of our common stock.
We
anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in
which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or
businesses, or (ii) in such a way so 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, including an Affiliated Joint Acquisition. However, we will only complete a business combination if the post-transaction company
owns or acquires 50% or more of the 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 of 1940,
as amended (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 the business combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in the 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 outstanding
capital stock of a target. 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 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
the 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 transactions and we will treat the target businesses together as the initial business combination for purposes of
a tender offer or for seeking stockholder approval, as applicable.
Our
Business Combination Process
In
evaluating prospective business combinations, we expect to conduct a thorough due diligence review process. This due diligence
review process will be specific to the target business, but will include, among other things, a review of historical and projected
financial and operating data, meetings with management and their financial sponsors (if applicable), an assessment of the commodity
price risk of the business and our ability to mitigate such risks with hedges, on-site inspection of assets, discussion with
customers, legal and environmental reviews and other reviews as we deem appropriate. We will also utilize our expertise and Tortoise’s
expertise operating energy-related assets and evaluating operating projections, financial projections and determining the
appropriate return expectations given the risk profile of the target business.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with Tortoise or our officers
or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Tortoise
or our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our
company from a financial point of view.
Members
of our management team and our independent directors own (directly or indirectly) Founder Shares and/or Private Placement Warrants.
Accordingly, members of our management team and our board of directors 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, each
of our 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 were to be included as a condition to any agreement with respect
to our initial business combination.
Tortoise
and each of our officers and directors presently has, 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. For example, Tortoise and certain of its officers currently are obligated by contract to offer or allocate certain
investment opportunities first to specific private funds managed by them. Accordingly, 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 honor his or her fiduciary or contractual obligations to present such opportunity to
such entity. We believe, however, that the fiduciary duties or contractual obligations of Tortoise and our officers or directors
will not materially affect our ability to complete our initial business combination. In addition, we may, at our option, pursue
an Affiliated Joint Acquisition opportunity with an entity to which Tortoise or an officer or director has a fiduciary or contractual
obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination,
or we could raise additional proceeds to complete the business combination by making a specified future issuance to any such entity.
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 we are legally and contractually permitted to undertake and would otherwise
be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without
violating another legal obligation.
Our
officers and directors have agreed not to become an officer or director of any other special purpose acquisition company with
a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until
we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial
business combination within 24 months after the closing of our Initial Public Offering.
Our
Management Team
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 members of our management team 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.
We
believe our management team’s operating and transaction experience and relationships with companies provides us with a substantial
number of potential business combination targets. Over the course of their careers, the members of our management team have developed
a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our
management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing
sources and target management teams and the experience of our management team in executing transactions under varying economic
and financial market conditions. See “Part III, Item 10. Directors, Executive Officers and Corporate Governance” for
a more complete description of our management team’s experience.
Status
as a Public Company
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,
we offer a target business an alternative to the traditional initial public offering through a merger or other business combination
with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares
of stock in the target business for shares of our Class A common stock (or shares of a new holding company) or for a combination
of shares of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.
Although there are various costs and obligations associated with being a public company, we believe target businesses will find
this method a more certain and cost effective method to becoming a public company than the typical initial public offering. The
typical initial public offering process takes a significantly longer period of time than the typical business combination transaction
process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,
that may not be present to the same extent in connection with a business combination with us.
Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe
the target business would then have greater access to capital, an additional means of providing management incentives consistent
with stockholders’ interests and the ability to use its equity as currency for acquisitions. Being a public company can
offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek
stockholder approval of any proposed initial business combination, negatively.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible
to 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 of 2002 (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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our
securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion
(as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the
prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period.
Effecting
our Initial Business Combination
We
intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private
placement of the Private Placement Warrants and Forward Purchase Securities, our capital stock, debt or a combination of the foregoing.
We may seek to complete our initial business combination with a company or business that may be financially unstable or in its
early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust
Account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases
of our Class A common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal
or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies
or for working capital.
Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you
that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those
risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely
affect a target business.
We
may need to obtain additional financing to complete our initial business combination, either because the transaction requires
more cash than is available from the proceeds held in the Trust Account or because we become obligated to redeem a significant
number of our public shares upon completion of the business combination, or if Atlas Point Fund decides not to exercise its right
to purchase all of the Forward Purchase Securities, in which case we may issue additional securities or incur debt in connection
with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with
our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect
to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that
they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have,
as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities
that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers
and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize
in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we
may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based
on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder
may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with
a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily
tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no
event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in
order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We
have agreed to pay our Sponsor (or an affiliate thereof) a total of $10,000 per month for office space, utilities, secretarial
support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating
and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements
with the post-transaction company following our initial business combination. The presence or absence of any such fees or
arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our
Sponsor, officers or directors, or from making the acquisition through a joint venture or other form of shared ownership with
our Sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination
target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an
opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an
initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.
If
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of
any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present
such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers
and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties
to us. We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary
or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business
combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or
equity-linked securities.
Selection
of a Target Business and Structuring of our Initial Business Combination
The
NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working
capital purposes and excluding the amount of any deferred underwriting discount held in the Trust Account). The fair market value
of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the
financial community, such as discounted cash flow valuation or value of comparable businesses. If our board 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 that is a member of FINRA or from an independent accounting firm with respect to the satisfaction of such criteria.
We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.
Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more
prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank
check company or a similar company with nominal operations.
In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting
securities of the target or otherwise acquire an interest in the target sufficient for the post-transaction company not to
be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the
equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired
by the post-transaction company is what will be valued for purposes of the NYSE’s 80% of net assets test.
To
the extent we effect our business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available
to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business
combination transaction.
Any
costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with
which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can
use to complete another business combination. The company will not pay any consulting fees to members of our management team,
or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business
combination in a single industry. By completing our business combination with only a single entity, our lack of diversification
may:
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subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on
the particular industry in which we operate after our initial business combination, and
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cause
us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited
Ability to Evaluate the Target’s Management Team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our business combination with that business, our assessment of the target business’s management may not prove to be correct.
In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with
any certainty. The determination as to whether any of the members of our management team will remain with the combined company
will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain
associated in some capacity with us following our business combination, it is unlikely that any of them will devote their full
efforts to our affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management team
will have significant experience or knowledge relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our
initial business combination.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
Stockholders
May Not Have the Ability to Approve our Initial Business Combination
We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of
our amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or
applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in
the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder
approval is currently required under Delaware law for each such transaction.
Type of Transaction
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Whether
Stockholder
Approval is
Required
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Purchase of assets
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No
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Purchase of stock of target not involving a merger with the company
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No
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Merger of target into a subsidiary of the company
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No
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Merger of the company with a target
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Yes
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Under
the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:
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we
issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock
then outstanding;
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any
of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly
or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if
the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the
number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors
or officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the
case of any substantial security holders; or
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the
issuance or potential issuance of common stock will result in our undergoing a change of control.
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Permitted
Purchases of our Securities
In
the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates
may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following
the completion of our initial business combination. There is no limit on the number of shares our Sponsor, directors, officers,
advisors, Atlas Point Fund or their affiliates may purchase in such transactions, subject to compliance with applicable law and
the rules of the NYSE. However, 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. None of the funds in the Trust Account will be used to purchase
shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when
they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited
by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although
still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights.
In
the event that our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates purchase shares in privately negotiated
transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction
subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will comply with such rules.
The
purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase
the likelihood of obtaining stockholder approval of the business combination or (ii) 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 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 warrantholders
for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion
of our business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our common stock or public warrants may be reduced and
the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our
Sponsor, officers, directors, Atlas Point Fund and/or their affiliates anticipate that they may identify the stockholders with
whom our Sponsor, officers, directors, Atlas Point Fund or their affiliates may pursue privately negotiated purchases by either
the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares
of Class A common stock) following our mailing of proxy materials in connection with our initial business combination. To the
extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify
and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share
of the Trust Account or vote against our initial business combination, whether or not such stockholder has already submitted a
proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder
meeting related to our initial business combination. Our Sponsor, officers, directors, advisors or any of their affiliates will
select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that
they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the
other federal securities laws.
Any
purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under
the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a
safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has
certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor,
officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)
of or Rule 10b-5 under the Exchange Act.
Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount on
deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes,
divided by the number of then-outstanding public shares, subject to the limitations described herein. The per-share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and
commissions we will pay to the underwriters of our Initial Public Offering. Our Sponsor, officers and directors and Atlas Point
Fund have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any Founder Shares held by them and any public shares held by them in connection with the completion of our business combination.
Limitations
on Redemptions
Our
amended and restated certificate of incorporation provides 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 (so that we are not subject to the SEC’s “penny stock”
rules). However, the proposed business combination may require (i) cash consideration to be paid to the target or its owners,
(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash
consideration we would be required to pay for all shares of Class A common stock 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.
Manner
of Conducting Redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock
upon the completion of our initial 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
proposed business combination or conduct 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 require us to seek stockholder
approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically
require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue
more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require
stockholder approval. If we structure a business combination transaction with a target business in a manner that requires stockholder
approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We
currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable
law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for
business or other legal reasons.
If
we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer rules, and
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file
proxy materials with the SEC.
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In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
combination.
If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present
in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward
this quorum and have agreed to vote their Founder Shares and any public shares purchased during or after our Initial Public Offering
in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
As a result, in addition to our initial stockholders’ Founder Shares, we would need 8,737,844, or 37.5%, of the 23,300,917
public shares sold in our Initial Public Offering to be voted in favor of a transaction (assuming all outstanding shares are voted)
in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days
nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial
business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more
likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares
irrespective of whether it votes for or against the proposed transaction. In addition, our Sponsor, officers and directors and
Atlas Point Fund have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any Founder Shares and any public shares held by them in connection with the completion of a business combination.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
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file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation
14A under the Exchange Act, which regulates the solicitation of proxies.
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Upon
the public announcement of our business combination, we or our Sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through
a tender offer, to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we
have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Limitation
on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides 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(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more
than an aggregate of 20% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.”
We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by
such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force
us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our Initial Public
Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or
our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’
ability to redeem no more than 20% of the shares sold in our Initial Public Offering without our prior consent, we believe we
will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business
combination, particularly in connection with a business combination with a target that requires as a closing condition that we
have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to
vote all of their shares (including Excess Shares) for or against our business combination.
Redemption
of Public Shares and Liquidation if no Initial Business Combination
Our
amended and restated certificate of incorporation provides that we have 24 months from the closing of our Initial Public
Offering to complete our initial business combination. If we are unable to complete our business combination within such 24-month period
we will: (i) cease all operations except for the purpose of winding up, (ii) 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 earned on the funds held in the Trust Account and not previously released
to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to complete our business combination within the 24-month time period.
Our
Sponsor, officers and directors and Atlas Point Fund have entered into a letter agreement with us, pursuant to which they have
waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we
fail to complete our initial business combination within 24 months from the closing of our Initial Public Offering. However,
if our Sponsor, officers or directors acquire public shares in or after our Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business
combination within the allotted 24-month time period.
Our
Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose
any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the
closing of our Initial Public Offering, 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 earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes, divided by the number of then-outstanding public shares. However, we
may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we
are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect
to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with
the amendment or the related redemption of our public shares at such time. Pursuant to our amended and restated certificate of
incorporation, such an amendment would need to be approved by the affirmative vote of the holders of at least 65% of all then-outstanding shares
of our common stock.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,
will be funded from amounts held outside the Trust Account, although we cannot assure you that there will be sufficient funds
for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our
plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay franchise and income
taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount
of up to $100,000 of such accrued interest to pay those costs and expenses.
The
proceeds deposited in the Trust Account could become subject to the claims of our creditors, which would have higher priority
than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by
stockholders will not be substantially less than $10.00. Under Section 281(b) of the Delaware General Corporation Law (the “DGCL”),
our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in
full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution
of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have
funds sufficient to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors (other than our independent public accountants), service providers, 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, there is no guarantee that they will
execute such agreements or even if they execute such agreements that they would 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 an 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 only enter into an agreement with a third party that has not executed a waiver 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 management is 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. 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 public accountants)
for services rendered or products sold to us, or a prospective target business with which we have entered into a letter of intent,
confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account
to below (i) $10.00 per public share or (ii) 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 value of the trust assets, in each case including interest earned on the
funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, less franchise and income
taxes payable, except as to any claims by a third party or prospective target business who executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity
of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are
securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those 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 officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.
In
the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) 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 value of the
trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to us
to pay our franchise and income taxes, less franchise and income taxes payable, and our Sponsor asserts that it is unable to satisfy
its indemnification 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
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for
such indemnification obligations and we cannot assure you that our Sponsor would be able to satisfy those obligations. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less
than $10.00 per public share.
We
will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent public accountants), prospective target businesses or other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to
monies held in the Trust Account.
Under
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 business combination within 24 months from the closing of our Initial
Public Offering may be considered a liquidating distribution under Delaware law. If the 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.
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 business combination within 24 months from the closing of our Initial Public Offering 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. If we are unable to complete our business
combination within 24 months from the closing of our Initial Public Offering, we will: (i) cease all operations except for
the purpose of winding up, (ii) 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 earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly,
it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do
not intend to comply with those procedures. 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 well beyond the third anniversary
of such date.
Because
we will not be complying 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 subsequent 10 years. 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, etc.) or prospective target businesses. As described above, we will seek to have all vendors,
service providers (other than our independent public accountants), prospective target businesses or 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.
If
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, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if 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. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors
and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders
from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against
us for these reasons.
Our
public stockholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public
shares if we are unable to complete our business combination within 24 months from the closing of our Initial Public Offering,
subject to applicable law, (ii) in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not
consummated an initial business combination within 24 months from the closing of our Initial Public Offering or (iii) if
they redeem their respective shares for cash upon the completion of the initial business combination. In no other circumstances
will a stockholder have any right or interest of any kind to or in the Trust Account. In the event we seek stockholder approval
in connection with our initial business combination, a stockholder’s voting in connection with the business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.
Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated
certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with
a stockholder vote.
Limited
Payments to Insiders
There
will be no finder’s fees, reimbursements or cash payments made by the Company to our Sponsor, officers or directors, or
our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination,
other than the following payments, none of which will be made from the proceeds of our Initial Public Offering held in the Trust
Account prior to the completion of our initial business combination:
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repayment
of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related
and organizational expenses;
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reimbursement
for office space, utilities, secretarial support and administrative services provided
to us by our Sponsor (or an affiliate thereof), in an amount equal to $10,000 per month;
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reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial business combination; and
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repayment
of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of
our officers and directors to finance transaction costs in connection with an intended
initial business combination. Up to $1,500,000 of such loans may be convertible into
warrants of the post business combination entity at a price of $1.00 per warrant at the
option of the lender. The warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period. Except for the foregoing,
the terms of such loans, if any, have not been determined and no written agreements exist
with respect to such loans.
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Competition
In
identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will
be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future
dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place
us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees
We
currently have four officers. These individuals 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 they will devote in any time period will vary based on whether a target business has been selected for
our initial business combination and the stage of the business combination process we are in.
Periodic
Reporting and Financial Information
We
have registered our Units, Class A common stock and public warrants under the Exchange Act and have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We
will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation
or tender offer materials (as applicable) sent to stockholders. These financial statements may be required to be prepared in accordance
with U.S. generally accepted accounting principles (“GAAP”), or reconciled to GAAP, or International Financial Reporting
Standards (“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 (the “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 statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
business combination within the prescribed time frame. We cannot assure you that any particular target business identified by
us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above,
or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined
above. To the extent that any applicable requirements cannot be met, we may not be able to acquire the proposed target business.
While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
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 on Form 10-K, 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.
We
are a recently formed company with no operating history and no revenues (other than interest earned on the funds held in the Trust
Account), and you have no basis on which to evaluate our ability to achieve our business objective.
We
are a recently formed 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 may be unable to complete our business combination. If we fail to complete our business combination, we will never
generate any operating revenues.
Past
performance by Tortoise, the Tortoise Funds, Lightfoot Capital and our management team may not be indicative of future performance
of an investment in us.
Information
regarding performance by, or businesses associated with, Tortoise, the Tortoise Funds, Lightfoot Capital and our management team
is presented for informational purposes only. Past performance by Tortoise, the Tortoise Funds, Lightfoot Capital and our management
team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will
be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of Tortoise,
the Tortoise Funds, Lightfoot Capital and our management team’s performance as indicative of our future performance or of
an investment in us or the returns we will, or are likely to, generate going forward. None of Tortoise or our officers or directors
have served as a sponsor, director or officer of any blank check companies or special purpose acquisition companies in the past.
Our
public stockholders may not be afforded an opportunity to vote on our proposed 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 choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require
stockholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock
exchange requirement, 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 complete our initial business combination even if holders of a majority of
our public shares do not approve of the business combination we complete. Please refer to “Part I, Item 1. Business —
Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
In
evaluating a prospective target business for our initial business combination, our management may consider the availability of
funds from the sale of the Forward Purchase Securities, which may be used as part of the consideration to the sellers in the initial
business combination. If Atlas Point Fund decides not to exercise its right to purchase all or some of the Forward Purchase Securities,
we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate
our initial business combination.
We
have entered into a Forward Purchase Agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust
but is not affiliated with us or our Sponsor, agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i)
a number of Forward Purchase Units for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share, in a private
placement that will close simultaneously with the closing of our initial business combination. Whether we will issue Atlas Point
Fund Forward Purchase Units valued at $10.00 per unit or Forward Purchase Shares valued at $9.67 per share will be determined
at our election, and in our sole discretion, at least 10 business days prior to the closing of our initial business combination.
The funds from the sale of the Forward Purchase Securities are expected to be used as part of the consideration to the sellers
in our initial business combination, and to pay expenses in connection with our initial business combination and may be used for
working capital in the post-transaction company.
The
obligations under the Forward Purchase Agreement will not depend on whether any public stockholders elect to redeem their shares
in connection with our initial business combination. However, if the sale of the Forward Purchase Securities does not close, for
example, by reason of the failure of Atlas Point Fund to fund the purchase price for its Forward Purchase Securities, we may lack
sufficient funds to consummate our initial business combination. Atlas Point Fund’s obligation to purchase the Forward Purchase
Securities will, among other things, be conditioned on Atlas Point Fund giving us its irrevocable written consent to purchase
the Forward Purchase Securities no later than five days after we notify it of our intention to meet to consider entering into
a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved
by a majority of our board and a majority of the independent directors of our board. Accordingly, if Atlas Point Fund does not
consent to the purchase, or if the initial business combination is not approved by a majority of our board and a majority of the
independent directors of our board, Atlas Point Fund would not be obligated to purchase any Forward Purchase Securities.
Additionally,
Atlas Point Fund’s obligations to purchase the Forward Purchase Securities will be subject to termination prior to the closing
of the sale of such securities by mutual written consent of us and Atlas Point Fund, or automatically: (i) if our initial business
combination is not consummated within 24 months from the closing of our Initial Public Offering or (ii) if we become subject
to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each
case which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a
court for business or property of us or Atlas Point Fund, in each case which is not removed, withdrawn or terminated within 60
days after such appointment. In addition, Atlas Point Fund’s obligations to purchase the Forward Purchase Securities will
be subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated
substantially concurrently with the purchase of the Forward Purchase Securities. In the event of any such failure to fund by Atlas
Point Fund, any obligation is so terminated or any such condition is not satisfied and not waived by such party, we may not be
able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also
reduce the amount of funds that we have available for working capital of the post-business combination company.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of
your right to redeem your shares from us for cash.
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 vote. 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.
If
we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to
vote in favor of such initial business combination, regardless of how our public stockholders vote.
Our
initial stockholders own approximately 20% of our outstanding shares of common stock. Our initial stockholders and management
team also may from time to time purchase shares of Class A common stock prior to our initial business combination. Our amended
and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such
initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting,
including the Founder Shares. Accordingly, if we seek stockholder approval of our initial business combination, the agreement
by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood
that we will receive the requisite stockholder approval for such 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.
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 (so that we are not subject to the SEC’s “penny stock” rules). 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. 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 will need to structure the transaction based on our expectations as to the number of shares
that will be submitted for redemption. If our 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 are 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 amount
of the deferred underwriting discounts and commissions payable to the underwriters of our Initial Public Offering will not be
adjusted for any shares that are redeemed in connection with a business combination. The per-share amount we will distribute
to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting discounts and commissions
and after such redemptions, the amount held in the Trust Account will continue to reflect our obligation to pay the entire deferred
underwriting discounts and commissions.
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 stock.
If
our 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
is increased. 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 stock in the open
market; however, at such time our stock 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 stock in the open market.
The
requirement that we complete our initial business combination within 24 months after the closing of our Initial Public Offering
may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have to
conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine
our ability to complete our 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 our 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 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 24 months after the closing of our Initial Public Offering,
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 their pro rata portion of the funds in the Trust Account that are available
for distribution to public stockholders, and our warrants will expire worthless.
We
may not be able to find a suitable target business and complete our initial business combination within 24 months after the
closing of our Initial Public Offering. 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. If we have not completed
our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up,
(ii) 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 earned on the funds held
in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law.
If
we seek stockholder approval of our initial business combination, our Sponsor, directors, officers, advisors, Atlas Point Fund
and their affiliates may elect to purchase shares or public warrants from public stockholders or public warrantholders, which
may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock
and public warrants.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates
may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business combination, although they are under no obligation to do so. There
is no limit on the number of shares our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates may purchase
in such transactions, subject to compliance with applicable law and the rules of the NYSE. However, other than as expressly stated
herein, 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. None of the funds in the Trust Account will be used to purchase shares or public warrants
in such transactions.
In
the event that our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates purchase shares in privately negotiated
transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders
would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be
to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval
of the 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 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 warrantholders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been
possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers
are subject to such reporting requirements.
In
addition, if such purchases are made, the public “float” of our Class A common stock or public warrants 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. See “Part I, Item 1. Business — Permitted Purchases
of our Securities” for a description of how our Sponsor, directors, officers, advisors or any of their affiliates will select
which stockholders or warrantholders to purchase securities from in any private transaction.
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our business
combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer
materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy
solicitation or tender offer 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 redeem or
tender 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 proxy solicitation or tender offer materials mailed to such holders, or up to two business
days prior to the initially scheduled vote on the proposal to approve the 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 or any other procedures, its shares may not be redeemed.
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore,
to liquidate your investment, you may be forced to sell your public shares 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: (i) the redemption
of any public shares properly submitted in connection with our completion of an initial business combination (including the release
of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith),
(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of
our public shares if we have not consummated an initial business combination within 24 months from the closing of our Initial
Public Offering, or (iii) the redemption of our public shares if we are unable to complete an initial business combination
within 24 months from the closing of our Initial Public Offering, subject to applicable law and as further described herein.
In addition, if we are unable to complete an initial business combination within 24 months from the closing of our Initial
Public Offering for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders
for approval prior to the distribution of the proceeds held in our Trust Account. In that case, public stockholders may be forced
to wait beyond 24 months from the closing of our Initial Public Offering before they receive funds from our Trust Account.
In no other circumstances will a public stockholder have any right or interest of any kind 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 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 in the future or 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 stock price levels. Generally, we must maintain a minimum number of holders of our securities (generally 300
round lot holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance
with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements,
in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price would generally be required
to be at least $4.00 per share, our aggregate market value would be required to be at least $100 million, and the market
value of our publicly held shares would be required to be at least $80 million. We cannot assure you that we will be
able to meet those initial listing requirements at that time.
If
the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our 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 is 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.” Because our Units, Class A common stock
and public warrants are listed on the NYSE, our Units, Class A common stock and public warrants qualify as covered securities.
Although the states are preempted from regulating the sale of our 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 be covered
securities and we would be subject to regulation in each state in which we offer our securities.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Because
we have net tangible assets in excess of $5,000,000 and timely filed a Current Report on Form 8-K, including an audited balance
sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419 under the Securities Act (“Rule 419”). Accordingly, investors will not be afforded the benefits
or protections of those rules. Among other things, this means we will have a longer period of time to complete our business combination
than do companies subject to Rule 419. Moreover, if our Initial Public Offering were 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 20% of our Class A common stock, you
will lose the ability to redeem all such shares in excess of 20% 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 provides 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(d)(3) of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 20% of the public shares, which we refer to as the “Excess Shares.”
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to
complete our 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 business combination. As a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose
of such shares, would be required to sell your stock 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 are unable to complete our initial business combination, our public stockholders
may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders,
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 our 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, we are obligated to offer holders of our public
shares the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a stockholder
vote or via a tender offer. Target businesses will be aware that this may 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 are unable to complete our initial business combination, our public stockholders may receive only their pro
rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will
expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.
If
the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account
are insufficient to allow us to operate for at least 24 months after the Closing Date, we may be unable to complete our initial
business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain
circumstances, and our warrants will expire worthless.
The
funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least 24 months after
the Closing Date, assuming that our initial business combination is not completed during that time. 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 or merger agreements
designed to keep target businesses from “shopping” around for transactions with other companies 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 entered into a letter of intent or merger agreement 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 are unable
to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on
the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders
may receive less than $10.00 per share upon our liquidation.
If
the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account
are insufficient to allow us to operate for at least 24 months after the Closing Date, it could limit the amount available to
fund our search for a target business or businesses and complete our initial business combination and we will depend on loans
from our Sponsor or management team to fund our search for a business combination, to pay our franchise and income taxes and to
complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business
combination.
As
of December 31, 2019, we had approximately $916,000 of cash outside the Trust Account to fund our working capital requirements.
In the event that such amount is insufficient to fund our search for a target business and to consummate our initial business
combination, we may seek additional capital. If we are required to seek additional capital, we would need to borrow funds from
our Sponsor, management team or other third parties to operate or we may be forced to liquidate. None of our Sponsor, members
of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such
advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial
business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity
at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor
or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against
any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
In such an event, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption
of our public 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 below.
Subsequent
to our completion of our initial business combination, we may be required to 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
our stock price, 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
surface all material issues in relation to 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 stockholders who choose to remain stockholders following the business combination could suffer a reduction in
the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able
to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or
material omission.
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 public accountants), 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 only enter into an
agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our
acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,
it may limit the field of potential target businesses that we might pursue.
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 management is 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 are unable to complete our business combination within the prescribed
timeframe, or upon the exercise of a redemption right in connection with our 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 10 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 public accountants) for services rendered or products sold
to us, or a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per
public share and (ii) the actual amount per public share held in the Trust Account, if less than $10.00 per share due to reductions
in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned
on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, less franchise
and income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities,
including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations,
nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe
that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be
able to satisfy those 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 officers or directors 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 (i) $10.00 per public share and (ii) the actual
amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the
Trust Account and not previously released to us to pay our franchise and income taxes, less franchise and income taxes payable,
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 and subject to their fiduciary
duties 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.
We
may not have sufficient funds to satisfy indemnification claims of our directors and officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors
have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive
any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the
Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if
(i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation
to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors
for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation
against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.
Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these indemnification provisions.
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, thereby exposing
itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims
of creditors.
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 stockholders in connection with our liquidation may 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 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, each of which may make it difficult for us to complete our business combination.
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In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company;
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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.
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In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting
more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets
for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan
to buy unrelated businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds
held in the Trust Account may only be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 180 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.
Pursuant to the trust agreement governing the Trust Account, the trustee is not permitted to invest in other securities or assets.
By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing
businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity
fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The
Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem
100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of
our Initial Public Offering; or (iii) the redemption of our public shares if we are unable to complete our business combination
within 24 months from the closing of our Initial Public Offering, subject to applicable law. If we do not invest the proceeds
as discussed above, we may be deemed to be subject to 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, or may result in our liquidation. If we are unable to complete
our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account
that are available for distribution to public stockholders, 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 are 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.
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 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 24 months from the closing of
our Initial Public Offering 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 our Initial Public Offering in
the event we do not complete our business combination and, therefore, we do not intend to comply with the foregoing procedures.
Because
we will not be complying 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 10 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, 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 24 months from
the closing of our Initial Public Offering 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 meeting of stockholders until after the consummation of our initial business combination, which could delay
the opportunity for our stockholders to elect directors.
In
accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than
one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless
such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination, and thus, we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to
the 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.
We
have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any
state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding
such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire
worthless.
We
have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any
state securities laws. However, under the terms of the warrant agreement governing the terms of our warrants, 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 best efforts to file a registration statement under the Securities Act covering such shares. We will use our best
efforts to cause the same to become effective, but in no event later than 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 thereto, until
the expiration of the warrants in accordance with the provisions of the warrant agreement. 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
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, we will be required to permit holders to exercise their warrants on a cashless basis. 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 Class A common stock is at
the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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 be required
to use our best 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 the Securities Act or
applicable state securities laws. 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. 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.
The
grant of registration rights to our initial stockholders and holders of our Forward Purchase Securities 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.
Pursuant
to an agreement entered into in connection with our Initial Public Offering, our initial stockholders and their permitted transferees
can demand that we register the shares of Class A common stock into which Founder Shares are convertible, holders of our Private
Placement Warrants and their permitted transferees can demand that we register 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 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 securities owned by our initial stockholders, holders of our Private Placement Warrants, holders of
our Forward Purchase Securities, holders of working capital loans or their respective permitted transferees are registered.
Because
we are not limited to a particular industry, sector 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.
Although
we expect to focus our search for a target business in the energy industry, we may complete a business combination with an operating
company in any industry or sector. However, we will not, under our amended and restated certificate of incorporation, be permitted
to effectuate our business combination with another blank check company or similar company with nominal operations. 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 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 revenues or earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or a development stage entity. Although our officers and directors 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 ultimately prove to be more favorable to
investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders
who choose to remain stockholders following the business combination could suffer a reduction in the value of their securities.
Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the
reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they
are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as
applicable) relating to the business combination contained an actionable material misstatement or material omission.
Because
we intend to seek a business combination with a target business or businesses in the energy industry, we expect our future operations
to be subject to risks associated with this industry.
We
intend to focus our search for a target business in the energy industry. We may pursue a target business in any sector within
the energy industry, including the upstream, midstream and energy services sectors of the oil and gas industry in North America.
Risks inherent in investments in the energy industry include, but are not limited to, the following:
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Volatility
of oil and natural gas prices;
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Price
and availability of alternative fuels, such as solar, coal, nuclear and wind energy;
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Competitive
pressures in the utility industry, primarily in wholesale markets, as a result of consumer demand, technological advances, greater
availability of natural gas and other factors;
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Significant
federal, state and local regulation, taxation and regulatory approval processes as well as changes in applicable laws and regulations;
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The
speculative nature of and high degree of risk involved in investments in the upstream, midstream and energy services sectors,
including relying on estimates of oil and gas reserves and the impacts of regulatory and tax changes;
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Drilling,
exploration and development risks, including encountering unexpected formations or pressures, premature declines of reservoirs,
blow-outs, equipment failures and other accidents, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well
fluids, adverse weather conditions, pollution, fires, spills and other environmental risks, any of which could lead to environmental
damage, injury and loss of life or the destruction of property;
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Proximity
and capacity of oil, natural gas and other transportation and support infrastructure to production facilities;
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Availability
of key inputs, such as strategic consumables, raw materials and drilling and processing equipment;
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The
supply of and demand for oilfield services and equipment in the United States and internationally;
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Available
pipeline, storage and other transportation capacity;
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Changes
in global supply and demand and prices for commodities;
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Impact
of energy conservation efforts;
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Technological
advances affecting energy production and consumption;
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Overall
domestic and global economic conditions;
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Availability
of, and potential disputes with, independent contractors;
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Natural disasters, terrorist acts, public health or safety concerns
and governmental restrictions, including those caused by outbreaks of pandemic disease such as the recent coronavirus outbreak,
and similar dislocations; and
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Value
of U.S. dollar relative to the currencies of other countries.
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We
may seek acquisition opportunities in industries or sectors outside of the energy industry (which industries may or may not be
outside of our management’s areas of expertise).
Although
we intend to focus on identifying business combination candidates in the energy industry, we will consider a business combination
outside of the energy industry if a business combination candidate is presented to us and we determine that such candidate offers
an attractive acquisition opportunity for our company or we are unable to identify a suitable candidate in the energy industry
after having expended a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to
evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately
prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination
candidate. In the event we elect to pursue an acquisition outside of the energy industry, our management’s expertise may
not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding
the energy industry 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. Accordingly, any stockholders who choose
to remain stockholders following our business combination could suffer a reduction in the value of their shares. Such stockholders
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 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 law, or we decide to obtain stockholder approval for business or other legal 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 are unable to complete our initial business combination, our public stockholders may only receive their
pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants
will expire worthless.
We
may seek business combination opportunities with a financially unstable business or an entity lacking an established record of
revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
To
the extent we complete our initial business combination with a financially unstable business or an entity lacking an established
record of revenues, cash flows or earnings, we may be affected by numerous risks inherent in the operations of the business with
which we combine. These risks include volatile revenues, cash flows or earnings and difficulties in obtaining and retaining key
personnel. Although our officers and directors 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, and
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 business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment
banking firm that is a member of FINRA or from an independent accounting firm 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 proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we
will obtain an opinion from an independent investment banking firm. However, our stockholders may not be provided with a copy
of such opinion, nor will they be able to rely on such opinion.
We
may issue additional common stock or preferred stock 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.
We
may issue a substantial number of additional shares of common or preferred stock 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 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.
The issuance of additional shares of common or preferred stock:
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may
significantly dilute the equity interests of our investors;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common
stock;
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could
cause a change in control if a substantial number of shares of our common stock are 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
officers and directors; and
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may
adversely affect prevailing market prices for our Units, Class A common stock and/or warrants.
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Unlike
some other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common
stock if we issue shares to consummate an initial business combination.
The
Founder Shares will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the
like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities
convertible or exercisable for shares of Class A common stock are issued or deemed issued in excess of the amounts sold in our
Initial Public Offering and related to the closing of our initial business combination (other than the Forward Purchase Securities),
the ratio at which Founder Shares will convert into shares of Class A common stock will be adjusted so that the number of shares
of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the sum of our shares
of common stock outstanding upon completion of our Initial Public Offering plus the number of shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with our initial business combination, excluding the Forward
Purchase Securities and any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller
in our initial business combination.
Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination,
our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution
to public stockholders, 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, consultants 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 are unable to complete our initial business
combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available
for distribution to public stockholders, and our warrants will expire worthless.
We
are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial
business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying
potential business combinations and monitoring the related due diligence. 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 totally dependent upon
the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel
could negatively impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our 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 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 officers and directors 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, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These
agreements may provide for them to receive compensation following our 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 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.
Our
current officers may not remain in their positions following our business combination. We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business
whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively
impact the value of our stockholders’ investment in us.
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 business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target business’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 stockholders who choose to remain stockholders following the business combination could suffer a reduction in
the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able
to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials (as applicable) relating to the business combination contained an actionable material misstatement or
material omission.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss 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.
Our
officers and directors 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
officers and directors 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 businesses.
We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our
officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers
are not obligated to contribute any specific number of hours per week to our affairs. In particular, all of the members of our
management team and certain of our directors are or will be employed by Tortoise or affiliates of Tortoise, which is an investment
manager to various private investment funds which may make investments in companies that we may target for our initial business
combination. Our independent directors may also serve as officers or board members for other entities. If our officers’
and directors’ 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.
Certain
of our officers and directors are, and some or 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 allocating their
time and 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 officers and directors are, and may in the future become, affiliated with entities that are engaged
in a similar business.
Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the
other entities to which they owe certain fiduciary or contractual duties.
Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. 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 we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to
us without violating another legal obligation.
Our
officers, directors, 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, although we do not intend to do so, or we may acquire a target business through an
Affiliated Joint Acquisition with one or more affiliates of Tortoise and/or one or more investors in the Tortoise Funds. We do
not 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, certain of the Tortoise Funds are focused on investments in the energy industry. 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 the Tortoise Funds.
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, officers, directors or existing holders which may raise potential conflicts of interest.
In
light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, officers, directors or existing holders. Our officers and directors also serve as officers and board
members for other entities. They may also have investments in target businesses. 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 for a business combination
and such transaction was approved by a majority of our independent and disinterested directors. Despite our obligation to 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, officers or directors, 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.
Moreover,
we may pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with Tortoise and/or one or more investors
in the Tortoise Funds. Any such parties may co-invest with us in the target business at the time of our initial business
combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of
equity or equity-linked securities. Accordingly, such persons or entities may have a conflict between their interests and
ours.
Since
our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other
than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.
In
November 2018, 5,750,000 Founder Shares were issued to our Sponsor in exchange for a capital contribution of $25,000, or approximately
$0.004 per share. In February 2019, we effected a stock dividend with respect to our Class B common stock of 718,750 shares
thereof, resulting in our Sponsor holding an aggregate of 6,468,750 Founder Shares. The Founder Shares will be worthless if we
do not complete an initial business combination. Upon the closing of our Initial Public Offering, our Sponsor transferred 40,000
Founder Shares to each of our independent directors, Sidney L. Tassin, Frank M. Semple and Andrew J. Orekar. In addition, Tortoise
Borrower has purchased an aggregate of 6,660,183 Private Placement Warrants, each exercisable for one share of our Class A common
stock at $11.50 per share, for an aggregate purchase price of $6,660,183, or $1.00 per warrant, that will also be worthless if
we do not complete a business combination. The Founder Shares are identical to the public shares, except that only holders of
the Founder Shares have the right to vote on the election of directors prior to our initial business combination and they are
shares of Class B common stock that automatically convert into shares of our Class A common stock at the time of our initial business
combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.
However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not
to redeem any Founder Shares in connection with a stockholder vote to approve a proposed initial business combination. In addition,
we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests
of our officers and directors 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 our initial business combination. This
risk may become more acute as the 24-month anniversary of the closing of our Initial Public Offering nears, which is the
deadline for our completion of an initial business combination.
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 business combination. 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 security is payable on demand;
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our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
financing while the debt security 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, to pay expenses, make capital expenditures and acquisitions and fund 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;
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution
of our strategy; and
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other
disadvantages compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private
Placement Warrants and the Forward Purchase Securities, 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 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 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 developments. 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.
In addition, we intend to focus our search for an initial business combination in 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 business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to
complete our 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 business combination 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.
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 a 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 only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires an interest in the target sufficient for the post-transaction company 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 the business combination may collectively own
a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the 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 outstanding capital stock 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, our stockholders immediately prior to such transaction could own
less than a majority of our outstanding shares of 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
stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control
of the target business.
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 does 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 (such
that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our 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 business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their
shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration
we would be required to pay for all shares of Class A common stock 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, 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.
The
exercise price for the public warrants is higher than in some other blank check company offerings, and, accordingly, the warrants
are more likely to expire worthless.
The
exercise price of the public warrants is higher than in some other blank check companies. For example, historically, the exercise
price of a warrant was often a fraction of the purchase price of the units in the initial public offering. The exercise price
for our public warrants is $11.50 per share, subject to adjustments as provided herein. As a result, the warrants are less likely
to ever be in the money than warrants with a lower exercise price and therefore are more likely to expire worthless.
Our
amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which
must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor, to approve
our initial business combination, which may have the effect of delaying or preventing a business combination that our public stockholders
would consider favorable.
Our
amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which
must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor,
to approve our initial business combination. Accordingly, it is unlikely that we will be able to enter into an initial business
combination unless our Sponsor’s members find the target and the business combination attractive. This may make it more
difficult for us to approve and enter into an initial business combination than other blank check companies and could result in
us not pursuing an acquisition target or other board or corporate action that our public stockholders would find favorable.
In
order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation
or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that
our stockholders or warrantholders may not support.
In
order to effectuate a business combination, we may amend various provisions of our charter and governing instruments, including
the warrant agreement, the underwriting agreement relating to our Initial Public Offering, the letter agreement among us, Tortoise,
Atlas Point Fund and our Sponsor, officers and directors, and the registration rights agreement among us, Tortoise and our initial
stockholders. These agreements contain various provisions that our public stockholders might deem to be material. While we do
not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be
possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more
amendments to any such agreement in connection with the consummation of our initial business combination. Except in relation to
the charter, any such amendments would not require approval from our stockholders and may have an adverse effect on the value
of an investment in our securities. We cannot assure you that we will not seek to amend our charter or other governing instruments
or change our industry focus in order to effectuate our initial business combination.
The
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 65% of our 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 a certain percentage of the
company’s stockholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the
company’s public stockholders. Our amended and restated certificate of incorporation provides that any of its provisions
(other than amendments relating to the appointment of directors, which require the approval of a majority of at least 90% of our
common stock voting at a stockholder meeting) related to pre-business combination activity (including the requirement to
deposit proceeds of our 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 65% of our common stock entitled to vote thereon, and corresponding provisions of the
trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our common
stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by
holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or
applicable stock exchange rules. Our initial stockholders, who collectively beneficially own 20% of our common stock, will 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 govern our pre-business combination behavior more easily than some other blank check companies, and
this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue remedies
against us for any breach of our amended and restated certificate of incorporation.
Our
Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose
any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the
closing of our Initial Public Offering, 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 earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes, divided by the number of then-outstanding public shares. These agreements
are contained in a letter agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K, that we have entered into
with Tortoise, our Sponsor, officers, directors and director nominees and Atlas Point Fund. Our stockholders are not parties to,
or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against
Tortoise, our Sponsor, officers, directors or director nominees or Atlas Point Fund for any breach of these agreements. As a result,
in the event of a breach, our 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 we are unable to complete
our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account
that are available for distribution to public stockholders, and our warrants will expire worthless.
If
the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants and the Forward Purchase Securities
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, or if Atlas Point Fund decides not to exercise its right to purchase all of the Forward Purchase
Securities, 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. If we are unable to complete
our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account
that are available for distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do
not need additional financing to complete our 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 officers, directors or stockholders is required to provide any financing to us in
connection with or after our business combination.
Our
initial stockholders control the election of our board of directors until consummation of our initial business combination and
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 a stockholder vote, potentially in a manner that you do not support.
Our
initial stockholders own shares representing 20% of our issued and outstanding shares of common stock. In addition, the Founder
Shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to our
initial business combination. 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 a majority of at least
90% 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. Accordingly, our initial stockholders may exert a substantial influence on 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. In addition, our board of directors, whose members
were elected by our initial stockholders, is and will be divided into three classes, each of which will generally serve for a
term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders
to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue
in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered”
board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because
of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will
continue to exert control at least until the completion of our business combination. The Forward Purchase Securities will not
be issued until completion of our initial business combination, and, accordingly, will not be included in any stockholder vote
until such time.
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 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased,
the warrant could be converted into cash or stock (at a ratio different than initially provided), 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 are 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
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public
warrants 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 50% of the then-outstanding public
warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least
50% 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 or stock (at a ratio different than initially
provided), 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 outstanding warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption
and provided certain other conditions are met. 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.
Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a
time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you
might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private
Placement Warrants will be redeemable by us for cash so long as they are held by Tortoise or its permitted transferees.
In
addition, we may redeem your warrants after they become exercisable 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.
Our
ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption
or if there is no effective registration statement covering the Class A common stock issuable upon exercise of these warrants
will cause holders to receive fewer shares of Class A common stock upon their exercise of the warrants than they would have received
had they been able to pay the exercise price of their warrants in cash.
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 our shares of Class A common stock 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 be required to use our best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. “Cashless exercise” means the warrant holder pays the exercise
price by giving up some of the shares for which the warrant is being exercised, with those shares valued at the then-current market
price. Accordingly, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the
shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants.
In
addition, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not
effective within a specified period following the consummation of our initial business transaction, warrant holders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis. For purposes of calculating the number of shares issuable upon
such cashless exercise, the “fair market value” of warrants shall be calculated using the volume weighted average
sale price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which notice of
exercise is received by the warrant agent.
If
we choose to require holders to exercise their warrants on a cashless basis, which we may do at our sole discretion, or if holders
elect to do so when there is no effective registration statement, the number of shares of Class A common stock received by a holder
upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the
holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of Class A common stock
have a fair market value per share of $17.50 per share, then upon the cashless exercise, the holder will receive 300 shares
of Class A common stock. The holder would have received 875 shares of Class A common stock if the exercise price was paid
in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company
because the warrant holder will hold a smaller number of shares of Class A common stock upon a cashless exercise of the warrants
they hold.
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 business combination.
We
issued warrants to purchase 11,650,458 shares of Class A common stock as part of the Units. We also issued 6,660,183 Private
Placement Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share. In addition, we may issue
up to approximately 15.5 million shares of Class A common stock to Atlas Point Fund in connection with our initial business
combination pursuant to the Forward Purchase Agreement.
Our
initial stockholders currently own an aggregate of 5,825,230 Founder Shares. The Founder Shares are convertible into shares of
Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like and subject to further adjustment as set forth herein. In addition, if our Sponsor makes any working capital loans,
it may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant. 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 and 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.
Because
each unit contains one-half 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-half 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 blank check companies similar to ours whose units
include one share of common stock and one warrant to purchase one whole 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 one-half of the number of shares compared to units that each contain a whole warrant
to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this
unit structure may cause our Units to be worth less than if they included a warrant to purchase one whole share.
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 we issue additional shares of common stock or equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per share
of common stock, then the exercise price of the warrants will be adjusted to equal 115% of the newly issued price. This may make
it more difficult for us to consummate an initial business combination with a target business.
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 target historical and/or pro forma financial statement disclosure. 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, GAAP or IFRS, depending on
the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the
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.
We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth 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 until the last day of the fiscal year following the
fifth anniversary of the completion of our Initial Public Offering, although circumstances could cause us to lose that status
earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of
any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.
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 an 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 accountant standards used.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial
financial and management resources, and increase the time and costs of completing our initial business combination.
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, 2020. Only in the event we are deemed to be a large accelerated
filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation
requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we
will not 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 for us as compared to other public companies because a target business with which we seek to complete
our 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 controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
Provisions
in our amended and restated certificate of incorporation and Delaware law 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 a staggered board of directors and the ability
of the board of directors to designate the terms of and issue new series of preferred stock, which may make the removal of management
more difficult 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 the removal of management more difficult and may discourage transactions that otherwise could involve
payment of a premium over prevailing market prices for our securities.
Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against
our directors and officers.
Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions (other than
actions arising under the Securities Act or the Exchange Act) may be brought only in the Court of Chancery in the State of Delaware
(or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject
matter jurisdiction) and, if brought outside of Delaware, the stockholder bringing such suit will be deemed to have consented
to service of process on such stockholder’s counsel. This provision may limit a stockholder’s ability to bring a claim
in a judicial forum that it finds favorable for disputes with us and our directors, officers or other employees and may have the
effect of discouraging lawsuits against our directors and officers.
Our
search for a business combination may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread
throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization
declared the outbreak of the coronavirus disease (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. A significant outbreak of COVID-19 and other infectious
diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide,
and potential target companies may defer or end discussions for a potential business combination with us whether or not COVID-19
materially adversely affects their business operations. Additionally, we may be unable to complete a business combination
if continued concerns relating to COVID-19 restrict travel, 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 matters of
global concern continue for an extensive period of time, our ability to consummate a business combination may be materially adversely
affected.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial
loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those
of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have adverse consequences on our business and lead to financial loss.
If
we pursue a target business 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 initial business 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.
If
we pursue a target 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 jurisdiction, 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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higher
costs and difficulties inherent in managing cross-border business operations and complying with different 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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exchange
listing and/or delisting requirements;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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local
or regional economic policies and market conditions;
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unexpected
changes in regulatory requirements;
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tax
issues, such as tax law changes 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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underdeveloped
or unpredictable legal or regulatory systems;
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protection
of intellectual property;
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social
unrest, crime, strikes, riots and civil disturbances;
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regime
changes and political upheaval;
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global
or national health concerns, including health epidemics such as the recent coronavirus outbreak at the beginning of 2020;
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terrorist
attacks and wars; and
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deterioration
of political relations with the United States.
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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 initial
business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our
business, financial condition and results of operations.
If
our management following our initial business combination is unfamiliar with United States 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, our management may resign from their positions as officers or directors of the company and the
management of the target business at the time of the business combination will remain in place. Management of the target business
may not be familiar with United States securities laws. If new management is unfamiliar with United States 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.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of
our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be
subject, to a significant extent, to the economic, political and legal 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.
Exchange
rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to
be diminished.
In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar
equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.
The value of the currencies in non-U.S. regions fluctuates and is affected by, among other things, changes in political and economic
conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of
any target business or, following consummation of our initial business combination, our financial condition and results of operations.
Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination,
the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate
such transaction.