References to the "Company," "our," "us" or "we" refer toExecutive Network Partnering Corporation . The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. In this Amendment No. 2 to the Annual Report on Form 10-K/A of the Company for the fiscal year endedDecember 31, 2020 , we are restating (i) our audited financial statements as ofDecember 31, 2020 , and for the period fromJune 22, 2020 (inception) toDecember 31, 2020 and (ii) our unaudited interim financial statements as ofSeptember 30, 2020 , and for the three months ended and for the period fromJune 22, 2020 (inception) throughSeptember 30, 2020 . In preparation of our unaudited condensed financial statements as of and for quarterly period endedSeptember 30, 2021 , we concluded it should restate its financial statements to classify all redeemable Class A common stock subject to possible redemption in temporary equity. In accordance with theSEC and its staff's guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of us require common stock subject to redemption to be classified outside of permanent equity. We had previously classified a portion of our redeemable Class A common stock in permanent equity, or total stockholders' equity. Although we did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that we will not redeem our public shares in an amount that would cause its net tangible assets to be less than$5,000,001 . Previously, we did not consider redeemable shares classified as temporary equity as part of net tangible assets. We revised this interpretation to include temporary equity in net tangible assets. Additionally, onApril 12, 2021 , theSEC Staff issued theSEC Staff Statement. In theSEC Staff Statement, theSEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. Since issuance inSeptember 2020 , our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent registered public accounting firm and our audit committee, and taking into consideration theSEC Staff Statement, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. As a result of the foregoing, theAudit Committee of the Company , in consultation with its management, concluded that our previously issued Financial Statements for the periods beginning with the period fromJune 22, 2020 (inception) throughDecember 31, 2020 , and our unaudited interim financial statements as of, and for the quarterly periods ended,September 30, 2020 should be restated because of a misapplication in the guidance around accounting for the Class A common stock subject to possible redemption and the Warrants and should no longer be relied upon. 63 -------------------------------------------------------------------------------- Table of Contents The identified errors had no effect on our previously reported revenue, operating expenses, operating income, cash flows or cash. In connection with the restatement, our management reassessed the effectiveness of our disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with respect to the classification of the Company's warrants as components of equity instead of as derivative liabilities. For more information, see "Part II, Item 9A. Controls and Procedures" included in this Amendment No. 2 to the Annual Report on Form 10-K/A. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement. The financial information that has been previously filed or otherwise reported for these periods is superseded by the information in this Amendment No. 2, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. The restatement is more fully described in Note 2 of the notes to the financial statements included herein. Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K 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. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our otherSecurities and Exchange Commission ("SEC") filings. Overview We are a blank check company incorporated inDelaware onJune 22, 2020 for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses ("Partnering Transaction"). We may pursue a Partnering Transaction in any business or industry but expect to focus on a business where we believe our strong network, operational background, and aligned economic structure will provide us with a competitive advantage. Our sponsor isENPC Holdings, LLC , aDelaware limited liability company (our "Sponsor"). 64 -------------------------------------------------------------------------------- Table of Contents Our registration statements for our initial public offering (the "Initial Public Offering") became effective onSeptember 15, 2020 . OnSeptember 18, 2020 , we consummated the Initial Public Offering of 16,560,000 (41,400,000 after giving effect to the Stock Split) CAPS TM (with respect to the Class A common stock included in the CAPS TM being offered, the "Public Shares"), which included 2,160,000 CAPS TM (5,400,000 CAPS TM after giving effect to the Stock Split) issued as a result of the underwriters' exercise in full of their over-allotment option, at$25.00 per CAPS TM ($10.00 per CAPS TM after giving effect to the Stock Split), generating gross proceeds of$414.0 million , and incurring offering costs of approximately$4.8 million . Concurrently with the closing of the Initial Public Offering, we completed the private sale of 245,600 (614,000 after giving effect to the Stock Split) private placement CAPS ("Private Placement CAPS"), at a price of$25.00 per Private Placement CAPS ($10.00 per Private Placement CAPS after giving effect to the Stock Split) to the Sponsor, generating gross proceeds to the Company of approximately$6.1 million . Upon the closing of the Initial Public Offering and the sale of Private Placement CAPS,$414.0 million ($10.00 per CAPS TM after giving effect to the Stock Split) of the net proceeds of the sale of the CAPS TM in the Initial Public Offering and the Private Placement were placed in a trust account ("Trust Account") located inthe United States withContinental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only inU.S. "government securities," within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in directU.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Partnering Transaction and (ii) the distribution of the Trust Account as described below. We have 24 months from the closing of the Initial Public Offering, orSeptember 18, 2022 (or 27 months, orDecember 18, 2022 , if we have executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the "Partnering Period"). If we do not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, of$25.00 , and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations underDelaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Results of Operations Our entire activity since inception throughDecember 31, 2020 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial business combination and activities in connection with the proposed business combination with Gemini. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. 65 -------------------------------------------------------------------------------- Table of Contents For the period fromJune 22, 2020 (inception) throughDecember 31, 2020 , we had net income of approximately$2.3 million , which consisted of approximately$0.3 million in general and administrative costs, approximately$0.1 million of franchise tax expense, offering costs associated with derivative warrant liabilities of approximately$0.2 million , partially offset by approximately$12,000 of interest income on investments held in Trust Account and approximately$2.8 million gain from changes in fair value of derivative warrant liabilities. As a result of the restatement described in Note 2 of the notes to the financial statements included herein, we classify the warrants issued in connection with our Initial Public Offering and Private Placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. For the periods fromJune 22, 2020 (inception) throughSeptember 30, 2020 and fromJune 22, 2020 (inception) throughDecember 31, 2020 , the change in fair value of warrants was a decrease of approximately$1.5 million and decrease of approximately$2.8 million , respectively. Liquidity and Capital Resources As ofDecember 31, 2020 , we had$0.9 million in its operating bank account, working capital of approximately$1.0 million and approximately$12,000 of interest earned in the Trust Account which may be used to pay our franchise and income tax obligations. ThroughDecember 31, 2020 , we have not withdrawn any interest earned on the Trust Account to pay franchise and income tax obligations. We intend to use substantially all of the funds held in the Trust Account to complete the initial business combination and to pay our expenses relating thereto. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Our liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS had been satisfied through a capital contribution of$25,000 from our Sponsor to purchase Class F and Class B common stock, a loan under our note agreement with our Sponsor of approximately$171,000 (the "Note") to cover for offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the private placement not held in the Trust Account. We fully repaid the Note onSeptember 22, 2020 . In addition, in order to finance transaction costs in connection with a business combination, our officers, directors and initial stockholders may, but are not obligated to, provide us working capital loans. To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or our officers and directors to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Related Party Transactions Founder Shares and Performance Shares OnJune 22, 2020 , the Sponsor paid for certain offering costs on behalf of us in exchange for (i) 737,789 Class F common stock (the "Founder Shares") in exchange for a capital contribution of$ 6,250 , or approximately$0.008 per share and (ii) 1,200 shares of Class B common stock (the "Performance Shares") for a capital contribution of$18,750 , or$15.625 per share. OnJuly 17, 2020 andMarch 24, 2021 , we effected a 100:1 and a 2.5:1 forward stock split for each share of Class B common stock, respectively, resulting in an aggregate of 300,000 Performance Shares outstanding. OnJuly 29, 2020 , we effected a 66 -------------------------------------------------------------------------------- Table of Contents reverse stock split for Class F common stock, resulting in an aggregate of 690,000 shares of Class F common stock. OnSeptember 17, 2020 , we effected a 1 for 1.2 forward stock split that increased the outstanding Class F common stock from 690,000 shares to 828,000 shares. All shares and associated amounts have been retroactively restated to reflect the stock split. Of the 828,000 Founder Shares outstanding, up to 108,000 of the Founder Shares would be forfeited depending on the extent to which the underwriter's over-allotment is exercised, so that such Founder Shares would represent 5% of the outstanding shares issued in the Initial Public Offering. The underwriters fully exercised their over-allotment option onSeptember 18, 2020 ; thus, these 108,000 Founder Shares were no longer subject to forfeiture. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20% of our outstanding common stock (not including the private placement shares) prior to the completion of the Partnering Transaction. As ofDecember 31, 2020 , after giving effect to the 2.5:1 forward stock split for each share of Class B common stock, which was effective onMarch 24, 2021 , we had an aggregate of 828,000 and 300,000 shares of Class F common stock and Class B common stock, respectively, issued and outstanding. The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering Transaction and (ii) the date on which we completes a liquidation, merger, capital stock exchange or other similar transaction after the Partnering Transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. Private Placement CAPS Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 245,600 Private Placement CAPS (614,000 Private Placement CAPS after giving effect to the Stock Split), at a price of$25.00 per Private Placement CAPS ($10.00 per Private Placement CAPS after giving effect to the Stock Split) to the Sponsor, generating gross proceeds to us of approximately$6.1 million . Each Private Placement CAPS consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a "Private Placement Warrant"). Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at$28.75 per share ($11.50 per share after giving effect to the Stock Split). A portion of the proceeds from the sale of the Private Placement CAPS was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Partnering Transaction, then the proceeds will be part of the liquidating distribution to the Public Stockholders and the warrants will expire worthless. Related Party Loans OnJune 22, 2020 , the Sponsor agreed to loan us up to an aggregate of$300,000 pursuant to an unsecured promissory note (the "Note") to cover expenses related to this Initial Public Offering. This loan was payable without interest upon the completion of the Initial Public Offering. We borrowed$171,000 under the Note. We fully repaid the Note onSeptember 22, 2020 . In order to finance transaction costs in connection with an intended initial Partnering Transaction, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (the "Working Capital Loans"). Up to$1.5 million of such loans may be convertible into private placement CAPS at a price of$25.00 per Private Placement CAPS ($10.00 per Private Placement CAPS after giving effect to the Stock Split) at the option of the lender. The private placement CAPS would be identical to the Private Placement CAPS issued to the Sponsor. Except for the forgoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As ofDecember 31, 2020 , we had no outstanding Working Capital Loans. 67 -------------------------------------------------------------------------------- Table of Contents Administrative Services Agreement Commencing on the date that our securities were first listed on theNew York Stock Exchange through the earlier of consummation of the Partnering Transaction and our liquidation, we will pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of our management team$20,000 per month. We incurred$80,000 in expenses in connection with such services during the period fromJune 22, 2020 (inception) throughDecember 31, 2020 , as reflected in general and administrative expenses in the accompanying statement of operations. As ofDecember 31, 2020 , the Company had approximately$80,000 in accounts payable in connection with such services as reflected in the accompanying balance sheet. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf such as identifying potential target businesses and performing due diligence on suitable Partnering Transactions. The Company's audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or their affiliates. Other Contractual Obligations We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities, other than the Administrative Services Agreement. Critical Accounting Policies and Estimates This management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America . The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies: Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders' equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, atDecember 31, 2020 , 41,400,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders' equity section of the Company's balance sheet. 68 -------------------------------------------------------------------------------- Table of Contents Net Income (Loss) per Share of Common Stock We comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have three classes of shares, which are referred to as Class A common stock, Class B common stock and Class F common stock. Income and losses are shared pro rata among the three classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase 10,503,500 shares of Class A common stock in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the period fromJune 22, 2020 (inception) throughDecember 31, 2020 . Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. Derivative Warrant Liabilities We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. We issued 10,350,000 warrants to purchase Class A common stock to investors in our Initial Public Offering and issued 153,500 Private Placement Warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Warrants issued in connection with our Initial Public Offering have subsequently been measured based on the listed market price of such warrants. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our financial statements. Off-Balance Sheet Arrangements As ofDecember 31, 2020 , we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. JOBS Act The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier. 69 -------------------------------------------------------------------------------- Table of Contents Subsequent Events OnMarch 24, 2021 , the Company held a special virtual meeting of stockholders and warrant holders (the "Special Meetings"). Following the Special Meetings, the Company (i) filed an amendment to its Amended and Restated Certificate of Incorporation to authorize the board of directors to effectuate a 2.5-for-1 forward stock split for each of our Class A common stock and Class B common stock and to amend certain terms of the Class B common stock and Class F common stock to account for the forward stock split and (ii) executed an amendment to that certain Warrant Agreement, dated as ofSeptember 15, 2020 , by and between the Company andContinental Stock Transfer & Trust Company , aNew York corporation, as warrant agent, to authorize the board of directors to effectuate a 2.5-for-1 forward warrant split of our warrants, and to lower the warrant exercise price and adjust certain mechanics related thereto to account for the forward warrant split. All shares and associated amounts have been retroactively restated to reflect the stock split.
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