References in this Annual Report to "we," "us" or the "company" refer to
Special Note Regarding Forward-Looking Statements
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 the Risk Factors section of the
company's final prospectus for its Initial Public Offering filed with the
Overview
We are a blank check company incorporated in the
Results of Operations
Our entire activity since inception up to
For the year ended
For the period from
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Liquidity and Capital Resources
On
Our initial shareholders, officers, directors or their affiliates may, but are
not obligated to, loan the company funds as may be required. If we complete a
business combination, we may repay the working capital loans out of the proceeds
of the trust account released to the company. Otherwise, the working capital
loans may be repaid only out of funds held outside the trust account. In the
event that a business combination does not close, the company may use a portion
of proceeds held outside the trust account to repay the working capital loans
but no proceeds held in the trust account would be used to repay the working
capital loans, other than the interest on such proceeds that may be released for
working capital purposes. Except for the foregoing, the terms of such working
capital loans, if any, have not been determined and no written agreements exist
with respect to such loans. The working capital loans would either be repaid
upon consummation of a business combination, without interest, or, at the
lender's discretion, up to
Based on the foregoing, we believe that we will have sufficient working capital to meet our needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the company 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.
In connection with the Company's assessment of going concern considerations in
accordance with Financial Accounting Standard Board's ("FASB") Accounting
Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an
Entity's Ability to Continue as a Going Concern," management has determined that
the mandatory liquidation and subsequent dissolution, should the Company be
unable to complete a business combination, raises substantial doubt about the
Company's ability to continue as a going concern. The Company has until
Off-Balance Sheet Financing Arrangements
As of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Underwriting Agreement
The underwriters are entitled to a deferred fee of
Registration and Shareholder Rights Agreement
Pursuant to a registration and shareholder rights agreement entered into on
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loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of the working capital loans) are be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to completion of a business combination. However, the registration and shareholder rights agreement provide that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
We have identified the following critical accounting policies with respect to our securities issued in the Initial Public Offering.
Public Warrant and Private Placement Warrant Liability
The company has accounted for the 12,344,116 warrants (comprised of the 7,388,654 public warrants and the 4,955,462 private placement warrants) in accordance with the guidance contained in FASB Accounting Standards Codification ("ASC") 815 "Derivatives and Hedging" whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.
We established the initial fair value for the warrants on
The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
Forward Purchase Agreement Warrant Liability
We account for the 1,000,000 forward purchase warrants in the units associated with the forward purchase agreement in accordance with the guidance contained in FASB ASC 815 "Derivatives and Hedging" whereby under that provision the forward purchase warrants do not meet the criteria for equity treatment and must be recorded as a liability. We classify the forward purchase warrants as a liability at fair value and adjust the forward purchase warrants to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the forward purchase warrants are exercised or expire, and any change in fair value will be recognized in the company's statement of operations.
We established the initial fair value for the forward purchase warrants on
The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such forward purchase warrant classification is also subject to re-evaluation at each reporting period. Upon recognition of the forward purchase warrant liability a corresponding reduction was recognized to equity.
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Class A Ordinary Shares Subject to Possible Redemption
The company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and 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 the company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The company's 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, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the company's balance sheet.
Net Income Per Ordinary Share
We have two classes of ordinary 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 ordinary shares. Private warrants and public
warrants to purchase 12,344,116 Class A ordinary shares at
Recent Accounting Standards
See Note 2 to the financial statements required by Item 1 of this Annual Report.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (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 are electing 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, our financial statements 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 auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, (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 the
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