The following discussion and analysis of our 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. 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 "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1A. Risk Factors" and elsewhere in this Annual Report.
64
--------------------------------------------------------------------------------
Table of Contents
Overview
We are a blank check company incorporated on
The registration statement for our initial public offering was declared
effective on
Following our initial public offering and the full exercise of the overallotment
option and the related sales of the private placement warrants described above,
a total of
Our management has broad discretion with respect to the specific application of the net proceeds from our initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.
We will only have untilJanuary 26, 2023 , or 24 months from the closing of our initial public offering (as such period may be extended pursuant to a shareholder vote) to complete our initial business combination. If we have not completed our initial business combination within this time frame, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to$100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations underCayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete our initial business combination within the allotted period.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. On
Recent Developments
On
Pursuant to the BCA, on the closing of the Business Combination and in
sequential order, (i) the Forward Purchase Subscriptions will be consummated
immediately prior to the completion of the Initial Merger or otherwise in
accordance with the terms thereof, (ii) the Company will merge with and into
Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and,
after giving effect to such merger, continuing as a wholly owned subsidiary of
65
--------------------------------------------------------------------------------
Table of Contents
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Initial Merger, (i) each unit will (to the extent not
already separated) be automatically detached and the holder thereof will be
deemed to hold one Class A ordinary share and one-half of a warrant, (ii)
immediately following the separation of each unit, each issued and outstanding
Class A ordinary share (but excluding (x) all of the Class A ordinary shares
that will be redeemed pursuant to the election of eligible holders thereof in
accordance with the Company's organizational documents in connection with the
transactions contemplated by the BCA, and (y) the Eligible Shares will
automatically be converted into the right to receive a number of newly issued
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Second Merger, (i) each issued and outstanding FFG ordinary
share, FFG non-voting ordinary share and FFG preferred share (collectively,
"Company Shares") will automatically be converted into the right to receive such
number of newly issued
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Third Merger, (i) the issued and outstanding ordinary share
of the
The Business Combination is expected to close in the second half of 2022, following the receipt of the required approvals by the Company's shareholders and the fulfillment of other closing conditions.
The BCA contains representations, warranties and covenants of each of the
parties thereto that are customary for transactions of this type. The
representations and warranties of the parties contained in the BCA will
terminate and be of no further force and effect as of the closing of the
Business Combination.
Liquidity and Capital Resources
As of
Through
On
66
--------------------------------------------------------------------------------
Table of Contents
Going Concern
As of
The Company anticipates that the
On
The Company believes it may have insufficient funds available to operate its
business prior to the Business Combination. Moreover, the Company will need to
raise additional capital through loans from its Sponsor, officers, directors, or
third parties. None of the Sponsor, officers or directors are under any
obligation to advance funds to, or to invest in, the Company. The Company cannot
provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. In addition, if the Company is not able to
consummate a Business Combination before
Results of Operations
All of our activities since inception through
We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial business combination. We will generate nonoperating income in the form of interest income on cash and cash equivalents held in the trust account. We expect to continue to incur increased expenses as a result of being a public company for legal, financial reporting, accounting, auditing compliance and stock exchange listing, as well as for due diligence expenses.
For the year ended
For the period from
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than as described below.
We entered into an administrative services agreement to pay our sponsor a
monthly fee of
67
--------------------------------------------------------------------------------
Table of Contents
On
The underwriters of our initial public offering are entitled to a deferred fee
of
Critical Accounting Policies and Estimates
This management's discussion and analysis of our financial condition and results of operations is based on our audited condensed financial statements, which have been prepared in accordance with GAAP. The preparation of these audited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have identified the following critical accounting policies:
Derivative Warrant Liabilities
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. We account for the Warrants andFPA in accordance with the guidance contained in ASC 815-40, under which the Warrants andFPA do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities and theFPA as an asset at their fair value and adjust the Warrants andFPA to fair value at each reporting period. These liabilities and asset are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC 480. Class A ordinary shares subject to
mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable ordinary shares (including
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 our control) are classified as temporary equity. At all
other times, Class A ordinary shares are classified as shareholders' equity. Our
Class A ordinary shares feature certain redemption rights that are considered to
be outside of our control and subject to the occurrence of uncertain future
events. Accordingly, as of
Net Income (Loss) per Ordinary Share
We have 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 potential ordinary share for outstanding warrants to purchase our shares were excluded from diluted earnings per share because the warrants are contingently exercisable and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net loss per common share for the periods.
68
--------------------------------------------------------------------------------
Table of Contents
Recent Accounting Pronouncements
InAugust 2020 , theFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effectiveJanuary 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning onJanuary 1, 2021 . The Company adopted ASU 2020-06 effectiveJanuary 1, 2021 . The adoption of ASU 2020-06 did not have an impact on the Company's financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed financial statements.
Off-Balance
Sheet Arrangements
As ofDecember 31, 2021 , we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements included herein may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an independent registered public accounting firm's attestation report on our system of internal control over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by thePublic Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.
© Edgar Online, source