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.
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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.
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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
third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential
target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse
to execute such a waiver, it may limit the field of potential target businesses that we might pursue. Our independent registered
public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account, nor will
the underwriters of the Initial Public Offering.
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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.
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. Upon redemption of our public shares, if we have not completed our initial Business Combination within the prescribed timeframe,
or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide
for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.
Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share initially
held in the Trust Account, due to claims of such creditors. 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 by a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public
share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust
Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to
pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such
third-party claims. We have not independently verified whether our Sponsor, which is a newly formed entity, has sufficient funds
to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. We have not
asked our Sponsor to reserve for such indemnification obligations. Therefore, we believe it is unlikely 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 $10.10 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 public share in connection
with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without
limitation, claims by vendors and prospective target businesses.
Our independent directors may decide
not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account
available for distribution to our public stockholders.
In the event that the
proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per public share or (ii) such lesser amount
per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that
it is unable to satisfy its 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
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders
may be reduced below $10.10 per share.
The securities in which we invest
the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available
for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by public
stockholders may be less than $10.10 per share.
The proceeds held in
the Trust Account may only be invested in direct U.S. government securities with a maturity of 185 days or less, or in certain
money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. government treasury obligations
currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks
in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve
has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low
or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the
event that we are unable to complete our initial Business Combination, our public stockholders are entitled to receive their share
of the proceeds held in the Trust Account, plus any interest income. If the balance of the Trust Account is reduced below $242,400,000
as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our public stockholders
may be reduced below $10.10 per share.
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If, after we distribute the proceeds
in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of
punitive damages.
If, after we distribute
the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may
be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders
from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds
in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and
the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing
the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.
If we are deemed to be an investment
company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities
may be restricted, which may make it difficult for us to complete our initial Business Combination.
If we are deemed to
be an investment company under the Investment Company Act, our activities may be restricted, including:
· restrictions on the nature of our investments; and
In addition, we may have imposed upon us
burdensome requirements, including:
· registration as an investment company with the SEC;
· adoption of a specific form of corporate structure; and
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In order not to be
regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that
we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not
include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify
and complete a Business Combination and thereafter to operate the post-transaction business or assets for the long term. We do
not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses
or assets or to be a passive investor. We do not believe that our anticipated principal activities will subject us to the Investment
Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in
direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities
or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring
and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private
equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company
Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of an
initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder
vote to amend our certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business
Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provisions
relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) absent a Business Combination,
our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares. Stockholders
who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still have
rights to the funds in connection with a subsequent Business Combination. If we do not invest the proceeds as discussed above,
we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder
our ability to complete a 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 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.
Changes in laws or regulations, or
a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
We are subject to laws
and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC
and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes
could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with
applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete our initial Business Combination, and results of operations.
Our stockholders may be held liable
for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
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 within the required time period may be considered a liquidating
distribution under Delaware law. If a 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. However, it is our intention to redeem our public shares as soon as reasonably possible following the 18th month
from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not complete our initial
Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
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Because we will not
be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at
such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating
company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to
arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution. We cannot assure you that we
will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable
for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond
the third anniversary of such date. 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 within the required time
period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful,
then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years
after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We may not hold an annual meeting
of stockholders until after the consummation of our initial Business Combination, which could delay the opportunity for our stockholders
to elect directors.
In accordance with
Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our
first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is
made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior
to the consummation of our initial Business Combination, and thus we may not be in compliance with Section 211(b) of the DGCL,
which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of
our initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of
Chancery in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders, public stockholders
may not be afforded the opportunity to discuss company affairs with management. In addition, prior to our Business Combination
(a) as holders of our Class A common stock, our public stockholders will not have the right to vote on the appointment
of our directors and (b) holders of a majority of the outstanding shares of our Class B common stock may remove a member
of our board of directors for any reason.
The grant of registration rights
to our initial stockholders may make it more difficult to complete our initial Business Combination, and the future exercise of
such rights may adversely affect the market price of our Class A common stock.
At or after the time
of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale
of their founder shares, after those shares convert to shares of our Class A common stock. In addition, holders of our Private
Placement Warrants and their permitted transferees can demand that we register the resale of the Private Placement Warrants and
the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that
may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A
common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and
availability of such a significant number of securities for trading in the public market may have an adverse effect on the market
price of our Class A common stock. In addition, the existence of the registration rights may make our initial Business Combination
more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they
seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A
common stock that is expected when the common stock owned by our initial stockholders, holders of our Private Placement Warrants
or holders of our working capital loans or their respective permitted transferees are registered for resale.
Because we are not limited to a particular
industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our initial Business
Combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
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We may seek to complete
our initial Business Combination with a target business in any industry, sector or geographic area. However, we will not, under
our certificate of incorporation, be permitted to complete our initial Business Combination solely with another blank check company
or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect
to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target business’s
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial
Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example,
if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although
our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that
we will properly ascertain or assess all the significant risk factors or that we will have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that
those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target business. Accordingly,
any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination
could suffer a reduction in the value of their securities. Such security holders are unlikely to have a remedy for such reduction
in value.
We may seek acquisition opportunities
in industries or sectors which may or may not be outside of our management’s area of expertise.
We will consider a
Business Combination outside of our management’s area of expertise if a Business Combination candidate is presented to us
and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular Business Combination candidate, we cannot assure you that we will adequately
ascertain or assess all the significant risk factors. We also cannot assure you that an investment in our units will not ultimately
prove to be less favorable to investors in the Initial Public Offering than a direct investment, if an opportunity were available,
in a Business Combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation and our management’s
expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not
be able to adequately ascertain or assess all the significant risk factors. Accordingly, any stockholders or warrant holders who
choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value
of their securities. Such security holders are unlikely to have a remedy for such reduction in value.
Although we have identified general
criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial
Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which
we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.
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Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business
Combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
Business Combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may
exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that
requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is
required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or
other reasons, it may be more difficult for us to attain stockholder approval of our initial Business Combination if the target
business does not meet our general criteria and guidelines. If we are unable to complete our initial Business Combination, our
public stockholders may receive only approximately $10.10 per share, or less in certain circumstances, 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 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.
We may seek acquisition opportunities
with an early stage company, a private company, a financially unstable business or an entity lacking an established record of revenue
or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.
To the extent we complete
our initial Business Combination with an early stage company, a financially unstable business or an entity lacking an established
record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.
These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor
to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all the significant
risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our
control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We may also seek to complete our initial Business Combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business
Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable
as we suspected, if at all.
We may not obtain an opinion from
an independent valuation provider, and consequently, you may have no assurance from an independent source that our initial Business
Combination is fair to our company from a financial point of view.
Unless we complete
our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking
firm or from another independent entity that commonly renders valuation opinions that our initial Business Combination is fair
to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our
board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such
standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial Business
Combination.
We may issue additional common stock
or preferred stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial
Business Combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock
at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions
contained in our certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present
other risks.
Our certificate of
incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000
shares of Class B common stock, par value $0.0001 per share, and 2,000,000 shares of preferred stock, par value $0.0001 per
share. As of December 31, 2020, there were 172,400,000 and 13,100,000 authorized but unissued shares of Class A common stock
and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A
common stock reserved for issuance upon exercise of any outstanding warrants or the shares of Class A common stock issuable
upon conversion of Class B common stock. As of December 31, 2020, there were no shares of preferred stock issued and outstanding.
Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio
but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or
equity-linked securities related to our initial Business Combination.