References in this report (this "Quarterly Report") to "we," "us" or the
"Company" refer to
Special Note Regarding Forward-Looking Statements
This Quarterly 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 Quarterly 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 the Risk
Factors section of the Company's final prospectus for its Initial Public
Offering (as defined below) filed with the
Overview
We are a blank check company incorporated in
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Results of Operations
As of
For the three months ended
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Liquidity and Capital Resources
As of
Prior to the completion of the Initial Public Offering, our liquidity needs had
been satisfied through a payment from the sponsor of
In addition, in order to finance transaction costs in connection with a business
combination, the sponsor, initial shareholders, officers, directors or their
affiliates may, but are not obligated to, provide us working capital loans. As
of
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination
Off-Balance Sheet Arrangements
We did not have any 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 except for deferred underwriting
commissions of
Critical Accounting Policies
Public and Private Warrants
The Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over-allotment option, including 8,250,000 Public Warrants and 6,250,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. The Company concluded that the Public and Private Placement Warrants are considered indexed to the entity's own stock and meet other equity classification requirements. Therefore, Public and Private Placement Warrants are considered equity instruments and are classified as such.
Net Loss Per Share of Class A Common Stock
We have two categories of shares, which are referred to as redeemable shares and non-redeemable shares. Earnings and losses are shared pro rata between the two categories of shares.
Shares of Class A Common Stock Subject to Possible Redemption
All of the 16,500,000 shares of Class A common stock sold as part of the units
contain a redemption feature which allows for the redemption of such public
shares in connection with our liquidation, if there is a shareholder vote or
tender offer in connection with the business combination and in connection with
certain amendments to our second amended and restated certificate of
incorporation. In accordance with ASC 480-10-S99, redemption provisions not
solely within the control of us require shares of Class A common stock subject
to redemption to be classified outside of permanent equity. Therefore, all
16,500,000 shares of Class A common stock were classified outside of permanent
equity as of
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We recognized changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable shares of Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock are affected by charges against additional paid in capital and accumulated deficit.
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