Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding completing an initial business combination, the consequences of not completing an initial business combination, the release of funds held in the Trust Account (as defined below), the availability of working capital and borrowing capacity, the use of funds outside the Trust Account, the payment of deferred underwriting commissions to the underwriters of our IPO (as defined below), the payment of fees in connection with our services agreement and facilities sharing agreement with Liberty Media Corporation ("LMC"), the impact of accounting standards on our financial statements, fluctuations in interest rates and foreign exchange rates, and our obligations under the forward purchase agreement we entered into in connection with our IPO. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
? our being a newly incorporated company with no operating history and no
revenue;
? our ability to select an appropriate target business or businesses;
? our ability to complete our initial business combination;
? our expectations around the performance of a prospective target business or
businesses;
? our success in retaining or recruiting, or changes required in, our officers,
key employees or directors following our initial business combination;
our directors and officers allocating their time to other businesses and
? potentially having conflicts of interest with our business or in approving our
initial business combination;
actual and potential conflicts of interest relating to LMC, our Sponsor (as
? defined below) and other entities in which members of our management team are
involved;
? our potential ability to obtain additional financing to complete our initial
business combination including from our Sponsor, LMC or other third parties;
? our pool of prospective target businesses, including the location and industry
of such target businesses;
our ability to consummate an initial business combination due to the
? uncertainty resulting from the COVID-19 pandemic and other events (such as
terrorist attacks, armed conflicts, natural disasters or a significant outbreak
of other infectious diseases);
? the ability of our officers and directors to generate a number of potential
initial business combination opportunities;
the voting structure of our common stock, including any potential adverse
effect on our ability to complete an initial business combination timely or
? cost effectively, and, following our initial business combination, our status
as a controlled company and the ability of our Sponsor and LMC to exercise
control over our policies and operations, each as a result of the high vote
feature of our Series B common stock;
? our public securities' potential liquidity and trading;
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? the lack of a market for our securities;
? the use of proceeds not held in the Trust Account or available to us from
interest income on the Trust Account balance;
? the Trust Account not being subject to claims of third parties;
? the classification of our warrants as liabilities; and
? our financial performance following our IPO.
For additional risk factors, please see our Annual Report on Form 10-K for the
year ended
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed financial statements and the notes thereto.
Overview
The accompanying financial statements and the other information herein refer to
On
The registration statement for our IPO became effective on
Substantially concurrent with the closing of the IPO, the Company completed the
private placement of 10,000,000 warrants (the "Private Placement Warrants") at a
purchase price of
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issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the consummation of the initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Series A Common Stock issuable upon exercise of these warrants) are entitled to registration rights.
A total of
Our Sponsor, executive officers and directors have agreed that we only have 24
months from the closing of the IPO to complete an initial business combination
(or 27 months if an agreement in principle event has occurred). If we have not
completed an initial business combination within such 24-month period (or 27
months if an agreement in principle event has occurred) or during any extended
time that we have to consummate an initial business combination beyond 24 months
(or 27 months if an agreement in principle event has occurred) as a result of a
stockholder vote to amend our Amended and Restated Certificate of Incorporation,
we will: (1) cease all operations except for the purposes of winding up; (2) as
promptly as reasonably possible but not more than 10 business days thereafter,
redeem the Series A Common Stock, 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
Results of Operations
From
I-18 Table of Contents Three Months Ended March 31, 2022 2021 General, administrative and formation costs$ (1,186,098) (851,101) Loss from operations (1,186,098) (851,101) Other income/(expense) Interest expense (106,636) - Interest income on marketable securities held in Trust Account 51,262 10,083 Realized and unrealized gains (losses), net 36,648,865 (56,416,060) Total other income/(expense) 36,593,491 (56,405,977) Income (Loss) before provision for income taxes$ 35,407,393 (57,257,078)
General, administrative and formation costs increased
Interest expense increased
Interest income on marketable securities held in the Trust Account increased
Realized and unrealized gains (losses), net increased
Liquidity and Capital Resources
As of
Our liquidity needs prior to the consummation of the IPO were satisfied through
the proceeds of
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Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of the consummation of the initial business combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, payments under the shared services and facilities sharing arrangements, 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 initial business combination. If the Company's estimate of the costs of undertaking due diligence and other activities related to consummating the initial business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor and/or third parties. The Sponsor is not under any obligation to advance funds to, or to invest in, the Company. If the Company is 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, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
We do not have any long-term debt obligations, finance lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
On
The underwriters are entitled to underwriting discounts and commissions of 5.5%,
of which 2.0% (
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements.
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