NEWHOLD INVESTMENT CORP. 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-
Overview
We are a blank check company incorporated on
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
Results of Operations
Our only activities from
For the period from
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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
Transaction costs amounted to approximately
For the period from
As of
As of
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
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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
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
The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of
the Initial Public Offering, or
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Deferred Offering Costs:
The Company complies with the requirements of the FASB ASC 340-10-S99-1 and
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
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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
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 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
For the Period
from
January 24,
2020 (date of
inception) to
December 31,
2020 Net income available to Class A common stockholders: Interest income
$ 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
$ (951,000 ) Less: amount attributable to Class A common stockholders (79,000 )
Net (loss) attributable to Class B common stockholders
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.
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