JUNIPER II CORP. References to "we", "us", "our" or the "company" are toJuniper II Corp. , except where the context requires otherwise. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this report ("Report"). You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed financial statements and related notes included in Part I, Item 1 of this Report. This discussion and other parts of this Report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as filed with theSEC onMarch 31, 2022 (the "2021 Annual Report").
Cautionary Note Regarding Forward-Looking Statements
This Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
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" or "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 Report. Factors that might cause or contribute
to such a discrepancy include, but are not limited to, those described in our
other filings with the
Overview
We are a blank check company incorporated in
Our registration statement for our initial public offering (the "initial public
offering") was declared effective on
Simultaneously with the closing of the initial public offering, we consummated
the private placement (the "private placement") of 14,960,000 private placement
warrants to our sponsor, each private placement warrant exercisable to purchase
one share of Class A common stock at
Upon the closing of the initial public offering and the private placement,
approximately
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a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the trust account, as described below. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the initial public offering (or 24 months, if we extend the period of time to consummate a business combination) or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock; and (c) the redemption of all of our public shares if we have not completed our initial business combination within 18 months (or 24 months, if extended) from the closing of the initial public offering, subject to applicable law. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income and franchise taxes. If we are unable to complete a business combination within 18 months from the closing of the initial public offering, orMay 8, 2023 , (or 24 months, if extended), 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 tax obligations (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 the company's remaining stockholders and the company's board of directors, dissolve and liquidate, subject in each case to the company's obligations underDelaware law to provide for claims of creditors and the requirements of other applicable law.
Results of Operations
Our entire activity since inception up to
For the three months endedMarch 31, 2022 , we had a net income of approximately$11.1 million , which consisted approximately$6,000 in interest income from investments held in the trust account, non-operating income of approximately$11.5 million resulting from changes in fair value of derivative warrant liabilities, offset by approximately$402,000 in general and administrative expenses, approximately$49,000 in franchise tax expense and$30,000 in general and administrative expenses - related party.
For the three months ended
Liquidity and Going Concern
As of
Our liquidity needs prior to the consummation of the initial public offering
were satisfied through the payment of
Accordingly, our management has since re-evaluated the liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the condensed financial statements were issued. Over this time period, the company will be using the funds held outside of the trust account 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.
However, in connection with management's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements-Going Concern," our management has determined that these considerations taken together with the mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should we be unable to continue as a going concern.
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Table of Contents Related Party Transactions Founder Shares OnJanuary 21, 2021 , our sponsor paid$25,000 on behalf of us to cover certain offering costs in exchange for issuance of 8,625,000 shares of our Class B common stock,$0.0001 par value per share ("Class B common stock" and, with respect to such shares of Class B common stock, the "founder shares"). OnFebruary 4, 2021 , we effected a forward stock split that increased the number of founder shares held by our sponsor from 8,625,000 to 11,500,000. OnJuly 12, 2021 , our sponsor surrendered, for no consideration, an aggregate of 5,031,250 founder shares, which we canceled, resulting in an aggregate of 6,468,750 founder shares outstanding. Immediately prior to the consummation of the initial public offering, we effected a stock dividend with respect to our Class B common stock, resulting in an aggregate of 7,475,000 shares of Class B common stock outstanding. The founder shares included an aggregate of up 975,000 shares subject to forfeiture by our sponsor to the extent that the underwriters' option to purchase additional units was not exercised in full or in part, so that our initial stockholders would own, on an as-converted basis, 20% of our issued and outstanding shares after the initial public offering. The underwriters exercised their over-allotment option in full onNovember 8, 2021 ; thus, these 975,000 founder shares were no longer subject to forfeiture.
In March and
Our sponsor agreed, subject to limited exceptions, not to transfer, assign or
sell any of our founder shares until the earlier to occur of: (A) one year after
the completion of a business combination or (B) subsequent to a business
combination, (x) if the closing price of the Class A common stock equals or
exceeds
Private Placement Warrants
Simultaneously with the closing of the initial public offering, we consummated
the private placement of 14,960,000 private placement warrants (the "private
placement warrants"), at a price of
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Each private placement warrant will be exercisable to purchase one share of
Class A common stock at a price of
Related Party Loans
Our sponsor agreed to loan us an aggregate of up to$300,000 to cover expenses related to the initial public offering pursuant to a promissory note datedJanuary 21, 2021 , which was later amended onSeptember 30, 2021 . The Promissory Note was non-interest bearing and payable upon the completion of the initial public offering. We fully borrowed$300,000 under the Promissory Note. In addition, we received additional advances from related parties of approximately$13.1 million to cover for certain offering costs and pre-payment for private placement warrants. We fully repaid the Promissory Note and the advances as of the consummation of the initial public offering.
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 funds as may be
required. If we complete a business combination, we would repay the working
capital loans out of the proceeds of the trust account released to us.
Otherwise, the working capital loans would be repaid only out of funds held
outside the trust account. In the event that a business combination does not
close, we may use a portion of proceeds held outside the trust account to repay
the working capital loans but no proceeds held in the trust account would be
used to repay the working capital 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
If we anticipate that we may not be able to consummate the initial business
combination within 18 months from the closing of the initial public offering, we
may, but are not obligated to, extend the period of time to consummate a
business combination by an additional six months (for a total of 24 months to
complete an initial business combination). In connection with such extension,
our sponsor or affiliates or designees may loan us the required funds to deposit
into the trust account an amount of
Commitments and Contingencies
Registration Rights
The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of initial public offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to Class A common stock). The holders of the majority of these securities will be 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 the completion of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
We granted the underwriters of our initial public offering
a 45-day option
from the date of initial public offering to purchase up to 3,900,000 additional
units at the initial public offering price less the underwriting discounts and
commissions. The underwriters exercised such over-allotment option in full on
The underwriters were entitled to a cash underwriting discount of
Critical Accounting 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 in
Investments Held in the Trust Account
Our portfolio of investments is comprised of
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in FASB ASC Topic 480, "Distinguishing Liabilities
from Equity" ("ASC 480"). Shares of Class A common stock subject to mandatory
redemption (if any) are classified as liability instruments and are measured at
fair value. Conditionally redeemable shares of Class A common stock (including
shares of Class A common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within our control) are classified as temporary
equity. At all other times, shares of Class A common stock are classified as
stockholders' equity. Our shares of Class A common stock feature certain
redemption rights that are considered to be outside of our control and subject
to the occurrence of uncertain future events. Accordingly, as of
Under ASC 480, we have elected to recognize changes in the redemption value
immediately as they occur and adjust the carrying value of the security to equal
the redemption value at the end of the reporting period. This method would view
the end of the reporting period as if it were also the redemption date of the
security. Effective with the closing of the initial public offering, the company
recognized the accretion from initial book value to redemption amount, which
resulted in charges against
additional paid-in capital
(to the extent available) and accumulated deficit.
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Net Income (Loss) Per Share of Common Stock
We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. We have not considered the effect of the warrants sold in the initial public offering and private placement to purchase an aggregate of 29,910,000 shares of our Class A common stock in the calculation of diluted loss per share, since such warrants are not yet exercisable. 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, "Derivatives and Hedging" ("ASC 815"). 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.
The warrants issued to investors in our initial public offering and the private
placement warrants are recognized as derivative liabilities in accordance with
ASC 815. Accordingly, we recognize the warrant instruments as liabilities at
fair value and adjust the instruments to fair value at each reporting period.
The difference between the fair market value of the private placement warrants
and the initial purchase consideration thereof is recorded as compensation
expense. 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 the public warrants
and private placement warrants were initially and subsequently measured at fair
value using a Black Scholes model. Beginning as of December 22, 2021 , the fair
value of the public warrants has been measured based on the listed market price
of such public warrants. The private placement warrants are measured at fair
value using a Black Scholes model at March 31, 2022 and December 31, 2021 .
Recent Accounting Pronouncements
See Note 2 to the condensed financial statements included in Part I, Item 1 of this Report for a discussion of recent accounting pronouncements.
Off-Balance Sheet Arrangements
As ofMarch 31, 2022 , we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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 have elected to rely on the other reduced reporting
requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, as an "emerging growth company," 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
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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 Chief Executive Officer'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.
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