This Annual Report includes "forward-looking statements" that are not historical
facts and involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. All statements, other than
statements of historical fact included in this Annual Report including, without
limitation, statements in 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. Words such as "expect,"
"believe," "anticipate," "intend," "estimate," "seek" and variations and similar
words and expressions are intended to identify such forward-looking statements.
Such forward-looking statements relate to future events or future performance,
but reflect management's current beliefs, based on information currently
available. A number of factors could cause actual events, performance or results
to differ materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to "Cautionary Note Regarding
Forward-Looking Statements" elsewhere in this Annual Report on Form 10-K. The
Company's securities filings can be accessed on the EDGAR section of the SEC's
website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on September 25,
2020. The Company was formed for the purpose of entering into a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company is not limited to a
particular industry or geographic region for purposes of consummating a business
combination. The Company is an early stage and emerging growth company and, as
such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.
Results of Operations
Our entire activity since inception up to December 31, 2021 was in preparation
for our formation and the initial public offering. We will not be generating any
operating revenues until the closing and completion of our initial business
combination.
For the year ended December 31, 2021, we had net loss of $9,704,377 which
consisted of $3,406,148 of general and administrative expenses, change in fair
value of warrant liability of $650,061, loss on sale of private placement
warrants of $5,564,571, and offering costs of $1,534,661, that offsets the
interest income on bank operating account of $150 and $150,792 in investment
income earned on the trust account.
For the period September 25, 2020 (inception) through December 31, 2020, we had
net loss of $7,053 which consisted of general and administrative expenses.
Proposed Business Combination
On September 16, 2021, (i) our Company, (ii) Gogoro Inc., an exempted company
incorporated with limited liability under the Laws of Cayman Islands, (iii)
Starship Merger Sub I Limited, an exempted company incorporated with limited
liability under the Laws of Cayman Islands and a wholly-owned subsidiary of
Gogoro Inc., and (iv) Starship Merger Sub II Limited, an exempted company
incorporated with limited liability under the Laws of Cayman Islands and a
wholly-owned subsidiary of Gogoro Inc. entered into a Merger Agreement. For a
more detailed description for the transactions contemplated under the Merger
Agreement, see "Item 1. Business."
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Going Concern
On January 8, 2021, we consummated an Initial public offering of 34,500,000
units generating gross proceeds of $345,000,000. Simultaneously with the
consummation of the Initial public offering, we completed the private sale of
9,400,000 warrants to the Sponsor at a purchase price of $1.00 per warrant,
generating gross proceeds of $9,400,000. The proceeds from the sale of the
private placement warrants were added to the net proceeds from the Initial
public offering held in the trust account. If the Company does not complete a
business combination by January 8, 2023 or during any extended time in which we
have to consummate a business combination, the proceeds from the sale of the
private placement warrants will be used to fund the redemption of the public
shares (subject to the requirements of applicable law) and the private placement
warrants will expire worthless.
For the year ended December 31, 2021, net cash used in operating activities was
$1,627,796, which was due to net loss of $9,704,377 and non-cash adjustments to
net loss related to interest income on cash and investments held in trust of
$150,792, offset in part by our non-cash adjustments to net loss related to a
change in fair value of warrant liabilities of $(650,061), loss on the sale of
private placement warrants of $5,564,571, offering costs allocated to warrant
liabilities of $1,534,661, and formation costs paid by related party of $90,000,
and changes in working capital of $1,688,202.
For the year ended December 31, 2021, net cash used in investing activities of
$345,000,000 was the result of the amount of proceeds from the Initial public
offering and sale of private placement warrants deposited to the trust account.
For the year ended December 31, 2021, net cash provided by financing activities
of $346,766,266 was comprised of $338,100,000 in net proceeds from the issuance
of Units in the Initial public offering, $9,400,000 in proceeds from the sale of
the private placement warrants and $14,898 from the proceeds from promissory
note - related party, partially offset by the payment of $112,914 for the
promissory note - related party and payment of $635,718 for offering costs
associated with the Initial public offering.
As of December 31, 2021, the Company had $138,470 in its operating bank account
and working capital deficit of $1,646,143.
The Company has incurred and expects to continue to incur significant costs in
pursuit of its acquisition plans. These conditions raise substantial doubt about
the Company's ability to continue as a going concern for the earlier of the
consummation of a Business Combination or one year from this filing. Management
plans to address this uncertainty through the Business Combination as discussed
above. There is no assurance that the Company's plans to consummate the Business
Combination will be successful or successful within the Combination Period. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Off-Balance Sheet Arrangements
As of December 31, 2021, we did not have any off-balance sheet arrangements.
Contractual Obligations
Registration Rights
Pursuant to a registration rights agreement entered into on January 5, 2021,
holders of the founder shares, private placement warrants and warrants that may
be issued upon conversion of any working capital loans, and any Class A ordinary
shares issuable upon the exercise of these warrants have registration and
shareholder rights to require the Company to register a sale of any such
securities held by them. The holders of these securities are entitled to make up
to three demands, excluding short form demands, that the Company register such
securities. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to the
completion of an initial business combination. The Company will bear the
expenses incurred in connection with the filing of any such registration
statements. However, we will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable
lockup period.
At the Closing, Gogoro, Sponsor and certain shareholders of Gogoro will enter
into a Registration Rights Agreement containing customary registration rights
for Sponsor and certain shareholders of Gogoro who are parties to that
agreement.
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Promissory Note - Related Party
On September 30, 2020, we issued an unsecured promissory note to the Sponsor,
pursuant to which we could borrow up to $300,000 to cover expenses related to
our initial public offering. The Promissory Note was non-interest bearing and
was payable on the earlier of March 31, 2021 or the consummation of our initial
public offering. The Promissory Note was repaid in full on February 8, 2021.
Underwriting Agreement
On January 5, 2021, we entered into an Underwriting Agreement with Citigroup
Global Markets Inc. and UBS Securities LLC (USA) LLC. Upon the closing of our
initial public offering and the full exercise of the over-allotment option, the
underwriters were paid a cash underwriting discount of $0.20 per unit, or
$6,900,000 in the aggregate. In addition, the underwriters will be entitled to a
deferred fee of $0.35 per unit, or $12,075,000 in the aggregate. Subject to the
terms of the underwriting agreement, (i) the deferred fee has been placed in the
trust account and released to the underwriters only upon the completion of our
initial business combination and (ii) the deferred fee will be waived by the
underwriters in the event that we do not complete our initial business
combination.
Administrative Services Agreement
The Company entered into an agreement, commencing on January 5, 2021, to pay our
Sponsor a total of $10,000 per month for office space, secretarial and
administrative services. Upon the completion of a business combination or
liquidation, the Company will cease paying these monthly fees.
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:
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 815-15. 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.
We issued an aggregate of 17,250,000 warrants associated with Units issued to
investors in our initial public offering and the underwriters' exercise of their
overallotment option and we issued 9,400,000 private placement warrants. All of
our outstanding warrants are recognized as derivative liabilities in accordance
with ASC 815-40. Accordingly, we recognize the warrant instruments as
liabilities at fair value and adjust the instruments to fair value at each
reporting period. The liabilities are subject to remeasurement at each balance
sheet date until exercised, and any change in fair value is recognized in the
Company's statement of operations. The fair value of warrants issued in
connection with the initial public offering and sale of private placement
warrants were initially measured at fair value using a Monte Carlo simulation
model and subsequently, the fair value of the private placement warrants have
been estimated using a Monte Carlo simulation model each measurement date. The
fair value of Warrants issued in connection with our Initial Public Offering
have subsequently been measured based on the listed market price of such
warrants.
Cash and Investments Held in Trust Account
At December 31, 2021, the assets held in the Trust Account were held in U.S.
Treasury Bills with a maturity of 185 days or less and in money market funds
which invest U.S. Treasury securities. During the year ended December 31, 2021
and the period from September 25, 2020 (inception) through December 31, 2020, we
did not withdraw any of the interest income from the Trust Account to pay our
tax obligations.
We classify our United States Treasury securities as held-to-maturity in
accordance with FASB ASC Topic 320 "Investments - Debt and Equity Securities."
Held-to-maturity securities are those securities which we have the ability and
intent to hold until maturity. Held-to-maturity treasury securities are recorded
at amortized cost and adjusted for the amortization or accretion of premiums or
discounts.
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A decline in the market value of held-to-maturity securities below cost that is
deemed to be other than temporary, results in an impairment that reduces the
carrying costs to such securities' fair value. The impairment is charged to
earnings and a new cost basis for the security is established. To determine
whether an impairment is other than temporary, we consider whether we have the
ability and intent to hold the investment until a market price recovery and
consider whether evidence indicating the cost of the investment is recoverable
outweighs evidence to the contrary. Evidence considered in this assessment
includes the reasons for the impairment, the severity and the duration of the
impairment, changes in value subsequent to year-end, forecasted performance of
the investee, and the general market condition in the geographic area or
industry the investee operates in.
Premiums and discounts are amortized or accreted over the life of the related
held-to-maturity security as an adjustment to yield using the effective-interest
method. Such amortization and accretion are included in the "interest income"
line item in the statements of operations. Interest income is recognized when
earned.
Class A ordinary shares subject to possible redemption
We account for Class A ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to
mandatory redemption (if any) is classified as liability instruments and are
measured at fair value. Conditionally redeemable Class A ordinary shares
(including Class A ordinary shares 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 the Company's control) is
classified as temporary equity. At all other times, Class A ordinary shares are
classified as shareholders' equity. The Company's Class A ordinary shares
feature certain redemption rights that are considered to be outside of the
Company's control and subject to the occurrence of uncertain future events.
Accordingly, as of December 31, 2021 and 2020, 34,500,000 and 0 shares of Class
A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders' equity section of the
Company's condensed balance sheet.
Net loss per ordinary shares
The Company has two classes of shares, which are referred to as Class A ordinary
shares and Class B ordinary shares. Earnings and losses are shared pro rata
between the two classes of shares. The 34,500,000 potential ordinary shares for
outstanding warrants to purchase the Company's shares were excluded from diluted
earnings per share for the year ended December 31, 2021 because the warrants are
contingently exercisable, and the contingencies have not yet been met. As a
result, diluted net loss per ordinary share is the same as basic net loss per
ordinary share for the periods.
Our statements of operations applies the two-class method in calculating net
loss per share. Basic and diluted net loss per ordinary share for Class A
ordinary shares and Class B ordinary shares is calculated by dividing net loss
attributable to the Company by the weighted average number of shares of Class A
ordinary shares and Class B ordinary shares outstanding, allocated
proportionally to each class of ordinary shares.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06,
Debt --debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging -- Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity' Own Equity ("ASU 2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. Management is currently evaluating the new
guidance, but does not expect the adoption of this guidance to have a material
impact on the Company's financial statements.
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