10-K
1
tm2110250d1_10k.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x 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
To
Commission File No. 001-39642
KINS Technology Group Inc.
(Exact name of registrant as specified
in its charter)
Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA 94306
(Address of Principal Executive Offices) (Zip Code)
(650) 575-4456
(Registrant’s telephone number, including area code)
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 x
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 x
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 x 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 x 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 x Smaller reporting company x
Emerging growth company x
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ̈
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x No ̈
As of June 30, 2020 (the last business day of
the Registrant’s most recently completed second fiscal quarter), the Registrant’s securities were not publicly traded. The
Registrant’s shares of Class A Common Stock, par value $0.0001 per share, began trading on The Nasdaq Stock Market LLC separately
from its Units on February 4, 2021. The aggregate market value of the Registrant’s shares of Class A common stock outstanding, other
than shares held by persons who may be deemed affiliates of the Registrant, at December 31, 2020 was approximately $279,036,000.
As of March 30, 2021, there were 27,600,000 units
of the Registrant’s shares of Class A common stock and 6,900,000 of the Registrant’s Class B ordinary shares, par value $0.0001
per share, issued and outstanding.
KINS
Technology Group Inc.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS
Page
PART I. 4
Item 1. Business. 4
Item 1.A. Risk Factors. 7
Item 1.B. Unresolved Staff Comments. 37
Item 2. Properties. 37
Item 3. Legal Proceedings. 37
Item 4. Mine Safety Disclosures. 37
PART II. 38
Item 6. Selected Financial Data. 39
Item 7.A. Quantitative and Qualitative Disclosure About Market Risk. 41
Item 8. Financial Statements and Supplementary Data F-1
Item 9.A. Controls and Procedures. 45
Item 9.B. Other Information. 45
PART III. 46
Item 10. Directors, Executive Officers and Corporate Governance. 46
Item 11. Executive Compensation. 53
Item 14. Principal Accounting Fees and Services. 56
PART IV. 58
Item 15. Exhibits, Financial Statement Schedules. 58
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY
This Annual Report on Form 10-K contains
statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the our financial
position, business strategy and the plans and objectives of management for future operations. These statements constitute projections,
forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.
The forward-looking statements contained
in this Annual Report on Form 10-K 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, the following risks, uncertainties and other factors:
• our being a company with no operating history and no operating revenues;
• our ability to select an appropriate target business or businesses;
• our ability to complete our initial business combination;
• our public securities’ potential liquidity and trading;
• the lack of a market for our securities;
• the Trust Account not being subject to claims of third parties; and
• our financial performance.
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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.
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PART
I.
References in this Annual Report on
Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the “Company”
are to KINS Technology Group Inc., a blank check company incorporated as a Delaware corporation. References to our “management”
or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to
KINS Capital LLC, a Delaware limited liability company. References to our “initial stockholders” refer to our Sponsor
and certain funds and accounts managed by BlackRock, Inc.
Item 1. Business.
Overview
We are a blank check company
incorporated in Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
We are not limited to a particular industry or sector for purposes of consummating a Business Combination, but we intend to focus
on identifying and acquiring transformative technology businesses that are shaping the digital future and creating a new paradigm
of communications and computing.
Our registration statements for
our initial public offering (the “Initial Public Offering”) became effective on December 14, 2020. On December 17,
2020 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the
Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter
of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.
Simultaneously with the closing
of the Initial Public Offering, we consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at
a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to KINS Capital LLC
(the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc. (the “Direct Anchor Investors”
and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross
proceeds of $10,280,000.
Following the closing of the
Initial Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of
the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust
Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company
meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i)
the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Our management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial
Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the
Trust Account). We will only complete a 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 business sufficient for
it not to be required to register as an investment company under the Investment Company Act.
We intend to effectuate a Business
Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any,
our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not engage in, any
operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate
any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since July
20, 2020 (inception) through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and following
the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities,
we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because
we have no operations and nominal assets consisting almost entirely of cash.
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We will provide the holders of
the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a
Business Combination or conduct a tender offer will be made by us. The Public Stockholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest
then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination
with respect to our warrants.
If we have not completed a Business Combination
by June 17, 2022 or during any extended time that we have to consummate a Business Combination beyond June 17, 2022 as a result
of a stockholder vote to amend its certificate of incorporation (the “Combination 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 and not previously released to pay taxes (less 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, dissolve and liquidate, 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 the warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.
Effecting a Business Combination
Our Business Strategy
We have identified the following general
criteria and guidelines to evaluate prospective target businesses. We may, however, decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that
we believe:
• have a rapid growth and sustainable profit margin profile;
These criteria and guidelines are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent
relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our
management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
and guidelines in our stockholder communications related to our initial Business Combination, which would be in the form of proxy
materials or tender offer documents, as applicable, that we would file with the SEC.
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Additional Disclosures
Our Acquisition Process
In evaluating a prospective target business,
we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be
made available to us. We will also utilize our operational and capital allocation experience.
We are not prohibited from pursuing an
initial Business Combination with a business that is affiliated with our initial stockholders, officers or directors, or any of
their respective affiliates. In the event we seek to complete our initial Business Combination with a business that is affiliated
with our initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that our initial Business Combination is fair to us from a financial point of view.
Members of our management team will directly
or indirectly own founder shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may
have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular Business Combination if the retention or resignation of any such officers and directors is included by a target business
as a condition to our initial Business Combination.
Our officers and directors are from time
to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a Business Combination,
but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal
or otherwise, with respect to a Business Combination transaction with us.
Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other
entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such
entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable
for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these
obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such
entities reject the opportunity and he or she determines to present the opportunity to us. For more information, see the section
entitled “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”
We do not believe, however, that the fiduciary
duties or contractual obligations of our officers or directors will materially affect our ability complete our Business Combination.
Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of
our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.
Initial Business Combination
Nasdaq listing rules require that our initial
Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on
the Trust Account). We refer to this as the 80% fair market value 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 or another independent entity that commonly renders valuation opinions 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.
6
We anticipate structuring our initial Business
Combination so that the post-transaction company in which our public stockholders will own or acquire shares own or acquire 100%
of the outstanding 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. However, 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 business 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 outstanding voting securities of the target, our stockholders prior to our initial
Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in our initial 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 or issue a substantial number
of new shares to third parties in connection with financing our initial Business Combination. In such cases, 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 outstanding 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 by
us is what will be valued for purposes of the 80% of net assets test. If our initial 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 and we will treat
the target businesses together as the initial Business Combination for purposes of a tender offer or for seeking stockholder approval,
as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without
the prior consent of our Sponsor.
Competition
In identifying, evaluating and selecting
a target business for our Business Combination, we may encounter intense competition from other entities having a business objective
similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses
seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our
obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources
available to us for our initial Business Combination and our outstanding warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in
successfully negotiating an initial Business Combination.
Employees
We currently have two officers. These individuals
are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they
deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they will devote in
any time period will vary based on whether a target business has been selected for our initial Business Combination and the stage
of the initial Business Combination process we are in. We do not intend to have any full time employees prior to the completion
of our initial Business Combination.
Item 1.A. Risk Factors.
Risks Relating to our Search for, Consummation
of or Inability to Consummate, a Business Combination
Our public stockholders may not be
afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business
Combination even though a majority of our public stockholders do not support such a combination.
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We may not hold a stockholder
vote to approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable
law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. Except as
required by applicable law, the decision as to whether we will seek stockholder approval of a proposed Business Combination or
will allow stockholders to sell their shares to us in 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 otherwise require
us to seek stockholder approval under stock exchange listing requirements. Accordingly, we may complete our initial Business Combination
even if holders of a majority of our public shares do not approve of the Business Combination we complete.
If we seek stockholder approval of
our initial Business Combination, our Sponsor, officers and directors have agreed to vote their shares in favor of such initial
Business Combination, regardless of how our public stockholders vote.
Our Sponsor, officers
and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial Business Combination.
As a result, in addition to their founder shares, we would need only 10,350,001, or approximately 37.5% (assuming all outstanding
shares are voted), of the 27,600,000 public shares sold in the Initial Public Offering to be voted in favor of a transaction in
order to have our initial Business Combination approved. However, because we generally only need a majority of the outstanding
shares to be voted in favor of a proposed Business Combination to have such transaction approved, the number of public shares needed
to be voted in favor of any transaction decreases as the overall number of public shares voted decreases. Accordingly, we would
need only 1,725,001, or approximately 6.25%, of the 27,600,000 public shares sold in the Initial Public Offering to be voted in
favor of a transaction if only the minimum number of shares representing a quorum are voted in order to have our initial Business
Combination approved. In addition, as a result of the founder shares and Private Placement Warrants that our Direct Anchor Investors
may hold (directly or indirectly), they may have different interests with respect to a vote on an initial Business Combination
than other public stockholders. Our initial stockholders own shares representing at least 20.0% of our outstanding shares of common
stock immediately following the completion of the Initial Public Offering. Accordingly, if we seek stockholder approval of our
initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case
if our Sponsor, officers and directors agreed to vote their founder shares in accordance with the majority of the votes cast by
our public stockholders.
Your only opportunity to affect the
investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares
from us for cash, unless we seek stockholder approval of the Business Combination.
Since our board of
directors may complete a Business Combination without seeking stockholder approval, public stockholders may not have the right
or opportunity to vote on the Business Combination. Accordingly, if we do not seek stockholder approval, your only opportunity
to affect the investment decision regarding a potential Business Combination may be limited to exercising your redemption rights
in connection with the consummation of an initial Business Combination.
The ability of our public stockholders
to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it
difficult for us to enter into a Business Combination with a target.
We may seek to enter
into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a
minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be
able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. Furthermore,
we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either
immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and
commissions (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible
asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. Consequently, if
accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 immediately
prior to or upon completion of our initial Business Combination or such greater amount necessary to satisfy a closing condition,
each as described above, we would not proceed with such redemption and the related Business Combination and may instead search
for an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into
a Business Combination transaction with us.
8
The ability of our public stockholders
to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business
Combination, if at all, or optimize our capital structure.
At the time we enter
into an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights,
and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to
pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash
in the Trust Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares
is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion
of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive
equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability
to complete the most desirable Business Combination available to us or optimize our capital structure. The amount of the deferred
underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a
Business Combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will
not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming
stockholders will reflect our obligation to pay the deferred underwriting commissions.
The ability of our public stockholders
to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business
Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If our initial Business
Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to
have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful is increased.
If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until
we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market;
however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until
we liquidate or you are able to sell your stock in the open market.
The requirement that we complete
our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating
a Business Combination and may limit the time we have in which to conduct due diligence on potential target businesses, in particular
as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms
that would produce value for our stockholders.
Any potential target
business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial
Business Combination within 18 months from the closing of the Initial Public Offering. Consequently, such target business
may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination
with that particular target business, we may be unable to complete our initial Business Combination with any target business. This
risk will increase as we get closer to the end of the timeframe described above. In addition, we may have limited time to conduct
due diligence. As a result, we may be forced to enter into an agreement for an initial Business Combination on terms that we would
have rejected had we had more time to complete a transaction.
We may not be able to complete our
initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10
per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
9
Our certificate of
incorporation provides that we must complete our initial Business Combination within 18 months from the closing of the Initial
Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within such
time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial Business
Combination within such time period 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 and not previously released to us to pay our taxes (less 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, dissolve and liquidate, subject in in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. In such case, our public stockholders may only receive $10.10 per share, and our
warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share on the
redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other
risk factors in this section.
If we are unable to
complete an initial Business Combination within the 18-month period, we may seek an amendment to our certificate of incorporation
to extend the period of time we have to complete an initial Business Combination beyond 18 months. Our certificate of incorporation
will require that such an amendment be approved by holders of at least 65% of our outstanding common stock.
Our search for a Business Combination,
and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the
recent coronavirus (COVID-19) outbreak and other events, and the status of debt and equity markets.
In December 2019,
a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including
the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19)
a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Health and Human Services
Secretary declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19,
and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak
has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business
with which we consummate a Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete
a Business Combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential
investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a
transaction in a timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future
developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity
of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other
events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive
period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately
consummate a Business Combination, may be materially adversely affected.
In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19
and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including
as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable
to us or at all.
If we seek stockholder approval of
our initial Business Combination, our initial stockholders, directors, officers, advisors or their affiliates may enter into certain
transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed Business Combination
and reduce the public “float” of our securities.
10
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 initial stockholders, directors, officers, advisors or their affiliates may purchase public
shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or
following the completion of our initial Business Combination, although they are under no obligation to do so.
Such a purchase may
include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, directors,
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already
elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem
their shares. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws
(including with respect to material nonpublic information), our initial stockholders, directors, officers, advisors or their affiliates
may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public
shares in favor of our initial Business Combination or not redeem their public shares. However, they have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The
purpose of any such transaction could be to (1) vote such shares in favor of the initial Business Combination and thereby
increase the likelihood of obtaining stockholder approval of the initial Business Combination, (2) reduce the number of public
warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our
initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement
would otherwise not be met. This may result in the completion of our initial Business Combination that may not otherwise have been
possible.
In addition, if such
purchases are made, the public “float” of our Class A common stock or warrants and the number of beneficial holders
of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities
on a national securities exchange.
If a stockholder fails to receive
notice of our offer to redeem our public shares in connection with our initial Business Combination, or fails to comply with the
procedures for tendering its shares, such shares may not be redeemed.
We will comply with
the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination.
Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,
such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy
materials, as applicable, that we will furnish to holders of our public shares in connection with our initial Business Combination
will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example,
if we hold a stockholder meeting to approve a transaction, we may require our public stockholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates
to our transfer agent up to two business days prior to the vote on the proposal to approve the Business Combination or to deliver
their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures,
its shares may not be redeemed.
You are not entitled to protections
normally afforded to investors of many other blank check companies.
Because we had net
tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement
and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits
or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial Business
Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering were subject to Rule 419,
that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds
in the Trust Account were released to us in connection with our completion of an initial Business Combination.
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If we seek stockholder approval of
our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such
shares in excess of 15% of our Class A common stock.
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 certificate of incorporation will provide 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 redeeming its shares with respect to more than an aggregate
of 15% of the shares sold in the Initial Public Offering, without our prior consent. However, our certificate of incorporation
does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial
Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business
Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares,
would be required to sell your stock in open market transactions, potentially at a loss.
Because of our limited resources
and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial
Business Combination. If we are unable to complete our initial Business Combination, our public stockholders may receive only approximately
$10.10 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will
expire worthless.
We expect to encounter
intense competition from other entities having a business objective similar to ours, including private investors (which may be
individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive
experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to
various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge
than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While
we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses.
Furthermore, because
we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with
our initial Business Combination, target companies will be aware that this may reduce the resources available to us for our initial
Business Combination. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed
favorably by target businesses. This may place us at a competitive disadvantage in successfully negotiating and completing an initial
Business Combination. If we are unable to complete our initial Business Combination, our public stockholders may receive only approximately
$10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our
public stockholders may receive less than $10.10 per share upon our liquidation. See “—If third parties bring claims
against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.10 per share” and other risk factors in this section.
As the number of special purpose
acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination.
This could increase the costs associated with completing our initial Business Combination and may result in our inability to find
a suitable target for our initial Business Combination.
In recent years, the
number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered
into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently
in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources
to identify a suitable target for an initial Business Combination.
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In addition, because
there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets,
the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies
to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or
operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find a suitable target for and/or complete our initial Business Combination.
Changes in the market for directors
and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business
Combination.
In recent months, the
market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to
us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums
charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends
may continue into the future.
The increased cost
and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us
to negotiate and complete an initial Business Combination. In order to obtain directors and officers liability insurance or modify
its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense
and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could
have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.
In addition, after
completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims
arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our
directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such
claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-Business Combination
entity and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our
investors.
If third parties bring claims against
us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be
less than $10.10 per share.
Our placing of funds
in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors,
service providers, 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 any monies held in the Trust Account for the benefit of our public stockholders,
such parties may not execute such agreements, or even if they execute such agreements they may not 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 perform an analysis of the alternatives available
to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such