The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with our audited financial
statements and the notes related thereto which are included in "Item 8.
Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many
factors, including those set forth under "Special Note Regarding Forward-Looking
Statements," and elsewhere in this Annual Report on Form 10-K.

Overview


We are a blank check company incorporated on January 24, 2020 as a Delaware
corporation and formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or
similar Business Combination with one or more businesses or entities. We intend
to effectuate our initial Business Combination using cash from the proceeds of
the Initial Public Offering and the sale of the Private Placement Warrants, our
capital stock, debt or a combination of cash, stock and debt.

The outbreak of the COVID-19 coronavirus has resulted in a widespread health
crisis that has adversely affected 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 affects their
business operations. 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. We may be unable to complete a business combination if
continued concerns relating to COVID-19 restrict travel, limiting our ability to
conduct meetings to negotiate and consummate transactions in a timely manner
with potential investors, target company's personnel, or vendors and services
providers.

On August 4, 2020, simultaneously with the consummation of the IPO, we
consummated the private placement ("Private Placement") with the Sponsor and
certain funds and accounts managed by Magnetar Financial LLC, UBS O'Connor LLC,
and Mint Tower Capital Management B.V. (collectively the "Anchor Investors") of
5,250,000 warrants (the "Private Warrants") at a price of $1.00 per Private
Warrant, generating gross proceeds to the Company of $5,250,000. On August 14,
2020, simultaneously with the issuance and sale of the Over-Allotment Units, the
Company consummated the sale of an additional 450,000 Private Warrants (the
"Over-Allotment Private Placement" and, together with the IPO Private Placement,
the "Private Placements"), generating gross proceeds of $450,000. The Private
Warrants are identical to the Warrants (as defined below) sold in the IPO except
that the Private Warrants will be non-redeemable and may be exercised on a
cashless basis, in each case so long as they continue to be held by the Sponsor,
the anchor investors or their permitted transferees. Additionally, our Sponsor
and anchor investors have agreed not to transfer, assign, or sell any of the
Private Warrants or underlying securities (except in limited circumstances, as
described in the Registration Statement) until the date that is 30 days after
the date we complete our initial business combination. The Sponsor and anchor
investors were granted certain demand and piggyback registration rights in
connection with the purchase of the Private Warrants.

Results of Operations



Our only activities from January 24, 2020 (inception) through August 4, 2020
were organizational activities, those necessary to consummate the Initial Public
Offering, described below. Subsequent to August 4, 2020 our activities include
seeking to identify a target company for a Business Combination. We do not
expect to generate any operating revenues until after the completion of our
Business Combination. We generate non-operating income in the form of income on
investments held in the Trust Account. We are incurring expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.

For the period from January 24, 2020 (inception) through December 31, 2020, we
had net loss of approximately $11,912,000, which consisted of operating costs of
approximately $1,030,000 offset by income on investments held in the Trust
Account of approximately $79,000 and costs of issuance of warrants of $390,000
and

                                       26

other expense for the change in fair value of the warrant liability for
$10,571,000. Included in the operating costs of approximately $1,030,000 is
approximately $706,000 of professional, consulting, diligence and other costs
related to evaluating business combination candidates, approximately $166,000
for professional, compliance, listing and insurance costs associated with the
Company's public reporting, approximately $83,000 for taxes (a portion of which
can be reimbursed from the Trust Account), and approximately $75,000 paid to our
Sponsor for Administrative Support Agreement, among other costs.

As discussed further in Note 2 to the condensed financial statements, the
Company previously accounted for its outstanding public and private warrants as
components of equity instead of as derivative liabilities. The warrant agreement
governing the warrants includes a provision that provides for potential changes
to the settlement amounts dependent upon the characteristics of the holder of
the warrant. Upon review of the "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies
("SPACs")" promulgated by the SEC on April 12, 2021, the Company's management
further evaluated the accounting for its public and private warrants under
Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's
Own Equity. ASC Section 815-40-15 and concluded that that the Company's warrants
are not indexed to the Company's common stock in the manner contemplated by ASC
Section 815-40-15 and therefore should be classified as derivative liabilities
and not in equity.

As a result of the above, the Company is required to measure the fair value of
the public and private warrants at the end of each reporting period and
recognize changes in the fair value from the prior period in the Company's
operating results for the current period as it has done by restatement in this
current filing as of December 31, 2020 and for the period from January 24, 2020
(inception) to December 31, 2020 and will be required in each reporting period
going forward. The period from January 4, 2020 (inception) to December 31, 2020,
as restated, reflect other income (expense) from change in fair value of the
warrant liability of $10,571,000 and other income (expense) of approximately
$390,000 of expenses associated with issuance of the warrants underlying the
warrant liability. The periods from January 4, 2020 (inception) to September 30,
2020, as restated, and for the three months ended September 30, 2020, as
restated, reflect other income from change in fair value of the warrant
liability of $1,480,000 and other income (expense) of approximately $390,000 of
expenses associated with issuance of the warrants underlying the warrant
liability in each period.

The Company's prior accounting for the warrants as components of equity instead
of as derivative liabilities did not have any effect on the Company's previously
reported operating expenses, cash flows, cash or total stockholders' equity.

Liquidity and Capital Resources



We consummated our Initial Public Offering of 17,250,000 Units, including the
full exercise by the underwriter of its over-allotment option in the amount of
2,250,000 Units, at a price of $10.00 per Unit, generating gross proceeds of
$172,500,000. Simultaneously with the closing of the Initial Public Offering, we
consummated the sale of 5,250,000 Private Placement Warrants to our Sponsor, at
$1.00 per Private Placement Warrant, generating gross proceeds of $5,250,000. On
August 14, 2020, simultaneously with the issuance and sale of the Over-Allotment
Units, the Company consummated the sale of an additional 450,000 Private
Warrants (the "Over-Allotment Private Placement" and, together with the IPO
Private Placement, the "Private Placements"), generating gross proceeds of
$450,000.

Transaction costs amounted to approximately $9,986,500 consisting of $3,450,000
of underwriting fees, $6,037,500 of deferred underwriting fees and approximately
$499,000 of other offering costs.

For the period from January 24, 2020 (inception) through December 31, 2020, cash
used in operating activities was approximately $454,000. Net loss of
approximately $11,912,000 was affected by other expense for the change in the
fair value of the warrant liability of $10,571,000 as well as the costs
associated with the issuance of the warrants of $390,000 and income earned on
investments held in the Trust Account of approximately $79,000 and costs of
issuing public and private warrants of approximately $390,000. Changes in
operating assets and liabilities provided approximately $576,000 of cash for
operating activities.

As of December 31, 2020, we had investments held in the Trust Account of $172,579,000 consisting of U.S. government treasury bills which matured on February 4, 2021. Upon maturity, the proceeds were invested in U.S. government treasury bills maturing on May 6, 2021. At December 31, 2020, income of approximately



                                       27

$79,000 was available to us to pay taxes which were accrued at approximately
$83,000. Through December 31, 2020, however, we did not withdraw any interest
earned on the Trust Account to pay our taxes. We intend to use substantially all
of the funds held in the Trust Account, to acquire a target business and to pay
our expenses relating thereto. To the extent that our capital stock is used in
whole or in part as consideration to effect a Business Combination, the
remaining funds held in the Trust Account will be used as working capital to
finance the operations of the target business. Such working capital funds could
be used in a variety of ways including continuing or expanding the target
business' operations, for strategic acquisitions and for marketing, research and
development of existing or new products. Such funds could also be used to repay
any operating expenses or finders' fees which we had incurred prior to the
completion of our Business Combination if the funds available to us outside of
the Trust Account were insufficient to cover such expenses.

As of December 31, 2020, we had cash of approximately $1,328,000. We intend to
use the funds held outside the Trust Account for identifying and evaluating
prospective acquisition candidates, performing business due diligence on
prospective target businesses, traveling to and from the offices, plants or
similar locations of prospective target businesses, reviewing corporate
documents and material agreements of prospective target businesses, selecting
the target business to acquire and structuring, negotiating and consummating the
Business Combination.

In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the initial stockholders or an affiliate
of the initial stockholders, or certain of our officers and directors or their
affiliates may, but are not obligated to, loan us funds as may be required. If
we complete our initial Business Combination, we would repay such loaned
amounts. In the event that our initial Business Combination does not close, we
may use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for
such repayment. Up to $1,500,000 of notes may be convertible into Private
Placement Warrants, at a price of $1.00 per warrant. The warrants would be
identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking in-depth due diligence
and negotiating a Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior
to our Business Combination. Moreover, we may need to obtain additional
financing either to complete our Business Combination or because we become
obligated to redeem a significant number of our public shares upon consummation
of our Business Combination, in which case we may issue additional securities or
incur debt in connection with such Business Combination. Subject to compliance
with applicable securities laws, we would only complete such financing
simultaneously with the completion of our Business Combination. If we are unable
to complete our 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 addition, following our Business Combination, if cash on hand is
insufficient, we may need to obtain additional financing in order to meet our
obligations.

Off-Balance Sheet Financing Arrangements



We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2020. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or purchased any non-financial assets.

                                       28

Contractual Obligations



We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities other than an agreement to pay our Sponsor
a monthly fee of $10,000 for office space, utilities and secretarial and
administrative support. We began incurring these fees on August 4, 2020 and will
continue to incur these fees monthly until the earlier of the completion of the
Business Combination and our liquidation.

The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of
the Initial Public Offering, or $6,037,500. The deferred fee will be payable in
cash to the underwriters solely in the event that we complete a Business
Combination from the amounts held in the Trust Account, subject to the terms of
the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:

Deferred Offering Costs:


The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC
Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering." Costs
incurred in connection with preparation for the Offering (approximately
$9,986,000) including underwriters' discount paid and deferred of approximately
$9,488,000. Such costs were allocated among the equity and warrant liability
components and approximately $9,596,000 has been charged to equity for the
equity components and approximately $390,000 has been charged to other expense
for the warrant liability components upon completion of the Public Offering.

Common Stock Subject to Possible Redemption


As discussed in Note 3, all of the 17,250,000 public shares sold as part of
Units in the Public Offering contain a redemption feature which allows for the
redemption of public shares if the Company holds a stockholder vote or there is
a tender offer for shares in connection with a Business Combination. In
accordance with FASB ASC 480, redemption provisions not solely within the
control of the Company require the security to be classified outside of
permanent equity. Ordinary liquidation events, which involve the redemption and
liquidation of all of the entity's equity instruments, are excluded from the
provisions of FASB ASC 480. Although the Company did not specify a maximum
redemption threshold, its charter provides that in no event will it redeem its
public shares in an amount that would cause its net tangible assets
(stockholders' equity) to be less than $5,000,001 upon the closing of a Business
Combination.

The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the securities at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock
are affected by adjustments to additional paid-in capital. Accordingly, at
December 31, 2020, 14,077,350 of the 17,250,000 public shares were classified
outside of permanent equity.

Net Income (Loss) per Common Share



Net income (loss) per common share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding for the period. The Company has not considered the
effect of the warrants sold in the Public Offering and Private Placement to
purchase an aggregate of 14,325,000 shares of Class A common stock in the
calculation of diluted income (loss) per share, since their inclusion would be
anti-dilutive under the treasury stock method. As a result, diluted income
(loss) per common share is the same as basic loss per common share for the
period.

The Company's statement of operations includes a presentation of income (loss)
per share for common stock subject to redemption in a manner similar to the
two-class method of income (loss) per share. Net income (loss) per share, basic
and diluted for Class A common stock is calculated by dividing the interest
income earned on the

                                       29

funds in the Trust Account, net of income tax expense and franchise tax expense,
by the weighted average number of shares of Class A common stock outstanding
since their original issuance. Net income (loss) per common share, basic and
diluted, for shares of Class B common stock is calculated by dividing the net
income (loss), less income attributable to Class A common stock, by the weighted
average number of shares of Class B common stock outstanding for the period. Net
income (loss) available to each class of common stockholders is as follows for
the three months ended December 31, 2020 and for the period from January 24,
2020 (inception) to December 31, 2020, as restated:

                                                                     For the Period
                                                                          from
                                                                       January 24,
                                                                      2020 (date of
                                                                      inception) to
                                                                      December 31,
                                                                          2020
                                                                      (As Restated)

Net income available to Class A common stockholders: Income on trust account

                                              $

79,000


Less: Income and franchise taxes to the extent of income                   (79,000 )
Net income attributable to Class A common stockholders               $

-

Net income available to Class B common stockholders: Net loss

$ (11,912,000 )
Less: amount attributable to Class A common stockholders

-


Net (loss) attributable to Class B common stockholders               $

(11,912,000 )




Net income (loss) available to each class of common stockholders is as follows
for the three months ended September 30, 2020 and for the period from January
24, 2020 (date of inception) to September 30, 2020 (as restated):

                                                                                      For the Period
                                                                                     From January 24,
                                                                                      2020 (date of
                                                                                      inception) to
                                                             Three months Ended       September 30,
                                                             September 30, 2020            2020
                                                                (As

Restated) (As Restated) Net income available to Class A common stockholders: Interest income

                                            $          26,000         $       26,000
Less: Income and franchise taxes                                     (26,000 )              (26,000 )
Net income attributable to Class A common stockholders     $               -         $            -

Net income available to Class B common stockholders: Net loss

$        (119,000 )       $     (121,000 )
Add: Change in warrant liability                                   1,480,000              1,480,000
Less: Costs of warrant issuance                                     (390,000 )             (390,000 )
Less: amount attributable to Class A common stockholders                   -                      -

Net (loss) attributable to Class B common stockholders $ 971,000 $ 969,000




Warrant Liability

The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance FASB ASC 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own shares, among other conditions for
equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

                                       30

For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the
warrants are required to be recorded at their initial fair value on the date of
issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the
statements of operations. Costs associated with issuing the warrants accounted
for as liabilities are charged to operations when the warrants are issued. The
fair value of the warrants was estimated using a Monte Carlo simulation
approach.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

© Edgar Online, source Glimpses