10-K
1
tm2110817d1_10k.htm
FORM 10-K
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to .
Commission
file number 001-40021
Priveterra
Acquisition Corp.
(Exact
Name of Registrant as Specified in Its Charter)
Fort Lauderdale, FL Zip Code
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: +1 754-220-9229
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
As
of June 30, 2020 (what would have been the last business day of the registrant’s second fiscal quarter), the registrant
had not been formed and was not a public company and, therefore, cannot calculate the aggregate market value of its voting and
non-voting common equity held by non-affiliates as of such date.
As
of March 26, 2021, 27,600,000 shares of Class A common stock, par value $0.0001 per share, and shares of 6,900,000 Class B common
stock, par value $0.0001 per share, were issued and outstanding, respectively.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
table
of contents
Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY iii
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 11
Item 1B. Unresolved Staff Comments 41
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures 41
Item 6. Selected Financial Data 43
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 46
Item 8. Financial Statements and Supplementary Data 46
Item 9A. Controls and Procedures 46
Item 9B. Other Information 47
PART III 48
Item 10. Directors, Executive Officers and Corporate Governance 48
Item 11. Executive Compensation 55
Item 14. Principal Accountant Fees and Services 60
Item 15. Exhibits, Financial Statement Schedules 62
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1
i
CERTAIN
TERMS
Unless
otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:
“we,”
“us,” “our,” “company” or “our company” are to Priveterra Acquisition Corp., a
Delaware corporation;
“DGCL”
are to the Delaware General Corporation Law as the same may be amended from time to time;
“common
stock” are to our Class A common stock and our Class B common stock;
“directors”
are to our current directors;
“founders
shares” are to shares of Class B common stock initially purchased by our sponsor in a private placement prior to our initial
public offering and the shares of Class A common stock that will be issued upon the automatic conversion of the shares of Class
B common stock at the time of our initial business combination as described herein;
“initial
stockholders” are to holders of our founder shares prior to our initial public offering;
“management”
or our “management team” are to our executive officers and directors;
“our
initial public offering” or “IPO” are to our initial public offering consummated on February 11, 2021.
“private
placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of
our initial public offering;
“public
shares” are to shares of Class A common stock sold as part of the units in our initial public offering (whether they were
purchased in our initial public offering or thereafter in the open market);
“public
stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent
our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s
and member of our management team’s status as a “public stockholder” will only exist with respect to such public
shares;
“representatives”
are to Wells Fargo Securities, LLC and Guggenheim Securities, LLC, the representatives of the underwriters of our initial public
offering;
“SEC”
are to the U.S. Securities and Exchange Commission; and
“sponsor”
are to Priveterra Sponsor, LLC, a Delaware limited liability company.
ii
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
Some
of the statements contained in this Annual Report may constitute “forward-looking statements” for purposes of the
federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:
•
our ability to select an appropriate target business or businesses;
•
our ability to complete our initial business combination;
•
our expectations around the performance of the prospective target business or businesses;
•
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial
business combination;
•
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination;
•
our potential ability to obtain additional financing to complete our initial business combination;
•
our pool of prospective target businesses;
•
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
•
the ability of our officers and directors to generate a number of potential business combination opportunities;
•
our public securities’ potential liquidity and trading;
•
the lack of a market for our securities;
•
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
•
the trust account not being subject to claims of third parties; or
•
our financial performance following our initial public offering.
The
forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of
our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
iii
PART
I
Item 1. Business
Introduction
We
are a blank check company incorporated in November 2020 as a Delaware corporation whose business purpose is to effect a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this Annual Report as our initial business combination.
While
we may pursue an acquisition opportunity in any industry or sector, we intend to focus on the medical technology sector. Our management
team and board (collectively referred to as the “team”) possess a synergistic combination of executive, strategic,
operational, financial and transactional experience in this sector, and have demonstrated a strong track record of identifying
and creating significant stockholder value at leading medical technology companies. We believe that the experience and expertise
of our team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business
combination and bring value to the business following our initial business combination.
Our
objective is to generate attractive returns for stockholders and enhance value through both operational improvements and new initiatives
to expand the target business organically and/or by strategic acquisitions. Given our team’s extensive work and business
relationships within the medical technology sector, we have direct visibility into the growth prospects and developmental promise
of differentiated medical technology companies. Our team has decades of experience identifying and understanding the key fundamental
theses of our targeted businesses and how management teams can better execute on their stated strategies to deliver value. Our
team’s past experiences provide a differentiated set of skills that other companies and SPACs may not possess. We believe
that our team’s expertise, experience and network in the medical technology sector provide us with a significant advantage
in identifying attractive investments and consummating an initial business combination that will be well-received in the public
markets.
Company
History
On
December 17, 2020, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration
for 5,750,000 founder shares. The number of founder shares outstanding was determined based on the expectation that the total
size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option was
exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public
offering.
On
February 8, 2021, as part of an upsizing of the IPO, we effected a stock split in which each issued share of Class B Common Stock
that was outstanding was converted into one and two tenths shares of Class B common stock, resulting in an aggregate of 6,900,000
shares of Class B common stock issued and outstanding. The founder shares are automatically convertible into Class A common stock
concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio
but subject to adjustment as set forth herein and in our amended and restated certificate of incorporation.
On
February 11, 2021, we completed our IPO of 27,600,000 units at a price of $10.00 per unit (the “units”), generating
gross proceeds of $276,000,000. Each unit consists of one of share of our Class A common stock, par value $0.0001 per
share, and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class
A common stock at a price of $11.50 per share, subject to certain adjustments.
Simultaneously
with the closing of our initial public offering, our sponsor purchased an aggregate of 5,213,333 warrants (the “private
placement warrants”) at a price of $1.50 per warrant, or $7,820,000 in the aggregate. A total of $276,000,000, including
$9,660,000 of the underwriters’ deferred discount, was placed in a U.S.-based trust account with Continental Stock Transfer
& Trust Company, acting as trustee.
1
On
February 15, 2021, we issued an unsecured convertible promissory note to our sponsor, pursuant to which we may borrow up to $1,500,000
from our sponsor for ongoing expenses reasonably related to our business and the consummation of a our initial business combination.
All unpaid principal under the convertible note will be due and payable in full on the earlier of (i) February 11, 2023 and (ii)
the effective date of our initial business combination. Our sponsor will have the option, at any time on or prior to such maturity
date, to convert any amounts outstanding under the convertible note into warrants to purchase shares of our Class A common stock,
par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one
share of our Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement
warrants sold concurrently with our initial public offering. As of March 19, 2021, we had borrowed $100,000 under this unsecured
convertible promissory note.
On
March 25, 2021, we announced that, commencing April 1, 2021, holders of the 27,600,000 units sold in the IPO may elect to separately
trade the shares of Class A common stock and the warrants included in the units. Those units not separated continued to trade
on the Nasdaq under the symbol “PMGMU” and the shares of Class A common stock and warrants that were separated trade
under the symbols “PMGM” and “PMGMW,” respectively.
Business
Combination
Initial
Business Combination
Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment
banking firm that is a member of FINRA or from an independent accounting firm, with respect to the satisfaction of such criteria.
We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination,
although there is no assurance that will be the case.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to
the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately
prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the
post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account
for purposes of the 80% of net assets test described above. If the business combination involves more than one target business,
the 80% of net assets test will be based on the aggregate value of all of the target businesses.
In
evaluating a prospective target business, we expect to conduct an extensive due diligence review, which may encompass, as applicable
and among other things, meetings with members of the target’s management and other employees, document reviews, interviews
of customers and suppliers, inspection of facilities and a review of financial, clinical and other information about the target
and its industry. We will call upon Mr. Palmisano, Mr. Malik and Mr. Grodnensky’s own experience, as well as their network
of relationships with chief executive officers, board members and members of executive management teams to provide specialized
insights into their areas of expertise as well as leverage their operational and capital planning experience.
2
Corporate
Information
Our
executive offices are located at 300 SE 2nd Street, Suite 600, Fort Lauderdale, Florida 33301, and our telephone number is 754-220-9229.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If
some investors find our securities less attractive as a result, there may be a less active trading market for our securities and
the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or
(c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held
by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company”
will have the meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled
or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals
to or exceeds $700 million as of the prior June 30th.
Redemption
Rights for Public Stockholders upon Completion of Our Initial Business Combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the
number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the
trust account is $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business
combination.
Manner
of Conducting Redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business
combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder
approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require
us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases
would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation
would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required
to comply with Nasdaq’s stockholder approval rules.
3
The
requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods
listed above is contained in provisions of our amended and restated certificate of incorporation and will apply whether or not
we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders
of 65% of our common stock entitled to vote thereon.
If
we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting,
we will:
• file proxy materials with the SEC.
If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders
present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power
of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count
towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder
shares they hold and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated
transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum
is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need 10,350,001, or 37.5%, of
the 27,600,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order
to have our initial business combination approved (assuming all outstanding shares are voted). These quorum and voting thresholds,
and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.
Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.
If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem
public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If public stockholders tender
more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules,
we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common
stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
4
We
intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold
their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer
agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case
of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the
initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend
to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our
transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy
materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our
initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.
We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication
or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost.
If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly
return any certificates or shares delivered by public stockholders who elected to redeem their shares.
Our
amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose
a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash
available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business
combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may,
however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection
with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter
into following consummation of our initial public offering, in order to, among other reasons, satisfy such net tangible assets
or minimum cash requirements.
Limitation
on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a
public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent,
which we refer to as the “Excess Shares”, without our prior consent. We believe this restriction will discourage stockholders
from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption
rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more
than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if
such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price
or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our
initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with a business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
5
Delivering
Stock Certificates in Connection with the Exercise of Redemption Rights
As
described above, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record
holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates
to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as
applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the
proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with
a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written
request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of
such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our
public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to
satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on
the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until
the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption
rights. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer
materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for stockholders
to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00
and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need
to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender
offer documents, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may
simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion
of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination
with a different target until 24 months from the closing of our initial public offering.
Redemption
of public shares and liquidation if no initial business combination
Our
amended and restated certificate of incorporation provides that we will have only 24 months from the closing of our initial public
offering to complete our initial business combination. If we are unable to complete our initial business combination within such
24-month period from the closing of our initial public offering or during any Extension Period, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 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 (which interest shall be net of 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 stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month
time period or during any Extension Period.
6
Our
initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail
to complete our initial business combination by February 11, 2023 or during any Extension Period. However, if our initial stockholders,
sponsor or management team acquire public shares in or after our initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the allotted 24-month time period.
Our
initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not
propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination by February 11, 2023 or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we
provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy
the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at
such time.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,
will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although
we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover
the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued
in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000
of such accrued interest to pay those costs and expenses.
If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other
than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account
and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by stockholders upon
our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that
the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b)
of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments
to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any
distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that
we will have funds sufficient to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective
target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or
claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims
against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect
to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are
reasonably available to us and will only enter into an agreement with such third party if management believes that such third
party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters
of our initial public offering and our independent registered public accounting firm will not execute agreements with us waiving
such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other
similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)
$10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation
of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver
of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we
independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s
only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
As a result, if any such claims were successfully made against the trust account, the funds available for our initial business
combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete
our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your
public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
7
In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per
share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is
unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,
our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may
choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value
of the per-share redemption price will not be less than $10.00 per share.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access
to up to approximately $1,000,000 from the proceeds of our initial public offering with which to pay any such potential claims
(including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
$100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
stockholders who received funds from our trust account could be liable for claims made by creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our initial business combination by February 11, 2023 may be considered a
liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the
DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in
the event we do not complete our initial business combination by February 11, 2023, is not considered a liquidating distribution
under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings