The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes related thereto which are included in "Item 1. Financial Statements" of this Quarterly Report on Form 10Q.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this
Quarterly Report on Form 10Q including, without limitation, statements under
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding the Company's financial position, business strategy and
the plans and objectives of management for future operations, are
forward-looking statements. When used in this Quarterly Report on Form 10Q,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the
Overview
We are a blank check company incorporated on
We presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than the active solicitation of a target business with which to complete a business combination.
Recent Developments
Proposed Business Combination
On
The Merger Agreement and the transactions contemplated thereby were unanimously
approved by the Board of Directors of the Company and the Board of Directors of
Footprint (the "Footprint Board") on
The Merger Agreement
Merger Consideration
Pursuant to the terms of the Merger Agreement, at the effective time of the
First Merger, (a) each share of (i) Footprint's common stock, par value
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Preferred Stock Consideration (as defined in the Merger Agreement), (iii)
Footprint's Class B preferred stock, par value
Pursuant to the Merger Agreement, the aggregate merger consideration payable at
the closing of the Proposed Business Combination to all of the stockholders,
holders of stock options of Footprint, holders of Footprint Warrants and holders
of Footprint Convertible Promissory Notes will be an aggregate of 161,776,650
shares of Company Class A Stock (deemed to have a value of
In addition to the consideration to be paid at the closing of the Proposed Business Combination, certain stockholders and holders of stock options of Footprint will be entitled to receive, pursuant to the Merger Agreement or the Parent Performance Plan (as defined in the Merger Agreement), additional shares of Company Class A Stock or performance-based restricted stock units from the Company, as applicable, subject to the terms provided in the Merger Agreement or the Parent Performance Plan.
Treatment of Footprint's Stock Options
Pursuant to the Merger Agreement, at the closing of the Proposed Business Combination, each of Footprint's stock options, to the extent then outstanding and unexercised, will automatically be converted into an option to acquire a certain number of shares of Company Class A Stock and at an adjusted exercise price per share as determined pursuant to the terms of the Merger Agreement. Each such converted option will be subject to the same terms and conditions as were applicable to the corresponding Footprint stock option as of immediately prior to the closing of the Proposed Business Combination.
Representations, Warranties and Covenants
The parties to the Merger Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Merger Agreement will not survive the closing of the Proposed Business Combination.
Covenants
The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Proposed Business Combination and efforts to satisfy conditions to consummation of the Proposed Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) covenants providing for the Company and Footprint to use their reasonable best efforts to obtain all necessary regulatory approvals and (b) covenants providing for the Company and Footprint to cooperate in the preparation of the Registration Statement and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Proposed Business Combination. The covenants of the parties to the Merger Agreement will not survive the closing of the Proposed Business Combination, except for those covenants that by their terms expressly apply in whole or in part after the closing of the Proposed Business Combination.
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Conditions to Consummation of the Proposed Business Combination
The consummation of the Proposed Business Combination is conditioned upon, among
other things, (a) the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (b) the
absence of any governmental order, statute, rule or regulation enjoining or
prohibiting the consummation of the Proposed Business Combination, (c) the
Company having at least
Following approval of the Merger Agreement and the transactions contemplated thereby by the Footprint Board, and receipt of the recommendation of the Footprint Board to adopt the Merger Agreement and approve the transactions contemplated thereby, Footprint stockholders holding a sufficient amount of Footprint Common Stock delivered a written consent adopting the Merger Agreement and approving the transactions contemplated by the Merger Agreement, and no further approval of Footprint's stockholders is required with respect to the consummation of the transactions contemplated by the Merger Agreement.
Termination
The Merger Agreement may be terminated at any time prior to the consummation of
the Mergers (whether before or after the required Company stockholder vote and
Footprint Stockholder Approval has been obtained) by mutual written consent of
the Company and Footprint and in certain other circumstances, including if the
Proposed Business Combination has not been consummated by
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the Merger Agreement and are subject to important qualifications and limitations agreed to by the contracting parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the respective parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to the Company's investors and security holders. Company investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties or covenants of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
On
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(each, an "Individual Investor Subscription Agreement"), institutional investors
(each, an "Institutional Investor Subscription Agreement") and
Each Subscription Agreement will terminate with no further force and effect upon
the earliest to occur of: (a) such date and time as the Merger Agreement is
terminated in accordance with its terms; (b) upon the mutual written agreement
of the parties to such Subscription Agreement; (c) if any of the conditions to
closing set forth in such Subscription Agreement are not satisfied or waived on
or prior to the closing and, as a result thereof, the transactions contemplated
by such Subscription Agreement are not consummated at the closing; and (d) 30
days after the Outside Date, if the closing of the Proposed Business Combination
shall not have occurred by such date other than as a result of a breach of the
investor's obligations under the Subscription Agreement. As of the date hereof,
the shares of Company Class A Stock to be issued pursuant to the Subscription
Agreements have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"). The Company will, within 30 days after the closing, file
with the
The Sponsor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreements, except that the Sponsor has the right to assign its commitment to purchase the Company Class A Stock under the Sponsor Subscription Agreement in advance of the closing of the Proposed Business Combination. The Institutional Investor Subscription Agreement is substantially similar to the Individual Investor Subscription Agreement.
The foregoing description of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the PIPE Subscription Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Waiver and Share Surrender Agreement
On
The foregoing description of the Waiver Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Waiver Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Results of Operations
For the three months ended
As indicated in the accompanying unaudited financial statements, at
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pursuit of our acquisition plans. We cannot assure you that our plans to complete our Business Combination will be successful.
Liquidity and Capital Resources
On
On
Prior to the completion of the Public Offering, the Sponsor loaned the Company
an aggregate of
On
As of
At
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We intend to use substantially all of the funds held in the Trust Account, including interest (which interest shall be net of Regulatory Withdrawals and taxes payable) to consummate our Business Combination. Moreover, we may need to obtain additional financing either to complete a Business Combination or because we become obligated to redeem a significant number of shares of our Class A Common Stock upon completion of a 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. To the extent that our capital stock or debt is used, in whole or in part, as consideration to consummate our Business Combination, the remaining proceeds held in our Trust Account, if any, will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategy. Following the closing of a Business Combination, we do not expect there to be remaining proceeds in our Trust Account.
As of
The underwriter is entitled to underwriting discounts and commissions of 5.5%,
of which 2.0% (
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