References to "we", "us", "our" or the "Company" are to
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
Overview
We are a newly organized blank check company incorporated in
On
Upon the closing of the initial public offering and the private placement,
We will have only 12 months from the closing of the initial public offering (or
up to 18 months from the closing of the initial public offering if we extend the
period of time to consummate a Business Combination by the maximum amount) to
complete its initial business combination (the "Combination Period"). If we are
unable to complete an initial business combination within such period, it will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable, and less up to
We cannot assure you that our plans to complete our initial business combination will be successful. 17 Table of Contents Results of Operations
Our entire activity since inception up to
For the three months ended
For the period from
Going Concern and Liquidity
As of
After consummation of the initial public offering on
If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a business combination. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
As a result of the above, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements were issued. The unaudited condensed financial statements don't include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Prior to the consummation of the initial public offering, our liquidity needs
have been satisfied through receipt of a
In addition, in order to finance transaction costs in connection with a business
combination, our sponsor or an affiliate of our sponsor, or certain of our
officers and directors may, but are not obligated to, loan us working capital
loans. Except for the foregoing, the terms of such working capital loans, if
any, have not been determined and no written agreements exist with respect to
such loans. The working capital loans would either be repaid upon consummation
of a business combination, without interest, or, at the lender's discretion, up
to
Critical Accounting Estimates
The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In
18 Table of Contents
additional disclosures for convertible debt and freestanding instruments that
are indexed to and settled in an entity's own equity. ASU 2020-06 amends the
diluted earnings per share guidance, including the requirement to use the
if-converted method for all convertible instruments. ASU 2020-06 is effective
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
Registration Rights
The holders of the Founder Shares, Private Units, Unit Purchase Option (the
"UPO"), and units that may be issued on conversion of Working Capital Loans or
Extension Loans (and any securities underlying the Private Units, the UPO, or
units issued upon conversion of the Working Capital Loans or Extension Loans)
will be entitled to registration rights pursuant to a registration rights
agreement to be signed prior to or on the effective date of the initial public
offering requiring us to register such securities for resale (in the case of the
Founder Shares, only after redemption to the Company's common stock). The
holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders
have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to our completion of its initial business
combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the
foregoing, pursuant to FINRA Rule 5110,
Underwriters Agreement
The underwriters have a 45-day option from the date of IPO to purchase up to an
additional 1,500,000 units to cover over-allotments, if any. On
The underwriters are entitled to a deferred underwriting discount of 3.5% of the
gross proceeds of the IPO held in the Trust Account, or
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