Item 7.A. Quantitative and Qualitative Disclosure About Market Risk.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
41
Item 8. Financial Statements and Supplementary Data
KINS TECHNOLOGY GROUP INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Stockholders’ Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 to F-16
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Stockholders and the Board of Directors
of
KINS Technology Group Inc.
Opinion on the Financial Statements
We have audited the accompanying
balance sheet of KINS Technology Group Inc. (the “Company”) as of December 31, 2020, the related statements of operations,
changes in stockholders’ equity and cash flows for the period from July 20, 2020 (inception) through December 31, 2020,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its
operations and its cash flows for the period from July 20, 2020 (inception) through December 31, 2020, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2020.
New York, New York
March
30, 2021
F-2
KINS TECHNOLOGY GROUP INC.
BALANCE SHEET
DECEMBER 31, 2020
ASSETS
Current assets
Cash and investments held in trust account 278,767,785
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses $ 194,699
Accrued offering costs 17,579
Total Current Liabilities 212,278
Deferred underwriting fee payable 9,660,000
Commitments and contingencies
Stockholders’ Equity
Additional paid-in capital 5,244,172
Total Stockholders’ Equity 5,000,010
Total Liabilities and Stockholders’ Equity $ 280,243,445
The accompanying notes are an integral
part of the financial statements.
F-3
KINS TECHNOLOGY GROUP INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JULY 20,
2020 (INCEPTION) THROUGH DECEMBER 31, 2020
General and administrative expenses $ 252,783
Loss from operations (252,783 )
Other income:
Interest income 13
Interest earned on investments held in Trust Account 7,785
Basic and diluted income per share, Class A redeemable common stock $ —
The accompanying notes are an integral
part of the financial statements.
F-4
KINS TECHNOLOGY GROUP INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE PERIOD FROM JULY 20, 2020 (INCEPTION)
THROUGH DECEMBER 31, 2020
Shares Amount Shares Amount Capital Deficit Equity
Balance – July 20, 2020 (Inception) — $ — — $ — $ — $ — $ —
The accompanying notes are an integral
part of the financial statements.
F-5
KINS TECHNOLOGY GROUP INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 20, 2020 (INCEPTION)
THROUGH DECEMBER 31, 2020
Cash Flows from Operating Activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account (7,785 )
Changes in operating assets and liabilities:
Accounts payable and accrued expenses 194,699
Net cash used in operating activities (514,705 )
Cash Flows from Investing Activities:
Investment of cash into Trust Account (278,760,000 )
Net cash used in investing activities (278,760,000 )
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid 270,480,000
Proceeds from sale of Private Placement Warrants 10,280,000
Proceeds from promissory note – related party 38,087
Repayment of promissory note – related party (118,249 )
Payment of offering costs (386,107 )
Net cash provided by financing activities 280,293,731
Cash – Beginning of period —
Non-Cash Financing Activities:
Deferred underwriting fee payable $ 9,660,000
Offering costs paid through promissory note $ 80,162
Offering costs included in accrued offering costs $ 17,579
The accompanying notes are an integral
part of the financial statements.
F-6
NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS
KINS Technology
Group Inc. (the “Company”) was incorporated in Delaware on July 20, 2020. The Company was formed 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”). The Company is not limited to a particular industry or sector
for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December
31, 2020, the Company had not commenced any operations. All activity for the period from July 20, 2020 (inception) through
December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”),
which is described below, and the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived
from the Initial Public Offering.
The registration statement
for the Company’s 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 which is described in Note
3.
Simultaneously with
the closing of the Initial Public Offering, the Company 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 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, which
is described in Note 4.
Transaction costs charged
to equity amounted to $15,688,848, consisting of $5,520,000 in cash underwriting fees, $9,660,000 of deferred underwriting fees and $508,848
of other offering costs.
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.
The Company’s
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 the Company will be able to complete a Business Combination successfully.
The Company 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). The Company 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.
The Company
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 the Company
will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 the Company’s warrants.
The Company
will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related
redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.
If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide
to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the
U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a
Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing
requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the
Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares
(as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business
Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote,
irrespective of whether they vote for or against the proposed transaction.
F-7
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the
Company.
The Sponsor
has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to
modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as
defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination
activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment.
If the Company
has not completed a Business Combination by June 17, 2022 or during any extended time that the Company has 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”), the Company 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve
and liquidate, subject in each case to the Company’s 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 Company’s
warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor
has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public
Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination
within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see
Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining
available for distribution will be less than $10.10 per Unit.
In order
to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10
per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of
the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, less taxes payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver
of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of
the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company
will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target
businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
F-8
Liquidity and Capital Resources
As of December 31, 2020, the
Company had approximately $1.0 million in its operating bank accounts and working capital of approximately $1.26 million.
Prior to the completion of
the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from Sponsor to
cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant
to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Note was
repaid subsequent to the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination,
the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide
the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan.
Based on the foregoing, management
believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying
financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of
the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company
The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of
the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ significantly from those estimates.
Class A Common Stock Subject to Possible
Redemption
The Company accounts
for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory
redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable common stock (including
common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,
common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,
at December 31, 2020, 26,274,372 shares of Class A common stock subject to possible redemption are presented as temporary equity,
outside of the stockholders’ equity section of the Company’s balance sheet.
Offering Costs
Offering costs consist
of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to
the Initial Public Offering. Offering costs amounting to $15,688,848 were charged to stockholders’ equity upon the completion
of the Initial Public Offering.
F-9
Income Taxes
The Company follows
the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
ASC 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as
of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities
since inception. Deferred tax assets as of December 31, 2020 and income tax expenses for the period from July 20, 2020 (inception)
through December 31, 2020 are de minimis.
Net Income (Loss) per Common Share
Net income (loss)
per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the
period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase
24,080,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants
is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s
statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in
a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class
A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, by the weighted average number
of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable
common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of
applicable franchise and income taxes, by the weighted average number of Class B non-redeemable common stock outstanding for the
period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and
do not participate in the income earned on the Trust Account.
The following table
reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) for the period from July 20, 2020 (inception) through December 31, 2020:
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income $ 7,798
Income and Franchise Tax (7,798 )
Net Earnings $ —
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted 27,600,000
Earnings/Basic and Diluted Redeemable Class A Common Stock $ —
Non-Redeemable Class A and B Common Stock
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Redeemable Net Earnings —
Non-Redeemable Net Loss $ (244,985 )
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock
Non-Redeemable Common Stock, Basic and Diluted 6,085,987
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (0.04 )
F-10
As of December 31,
2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s
stockholders.
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,
at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statement.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their
over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A
common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
NOTE 4 — PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor and the Direct Anchor Investors purchased an aggregate of 10,280,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $10,280,000. Each Private Placement Warrant is
exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note
7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering
held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5 — RELATED PARTIES
Founder Shares
On July 27,
2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common
stock (the “Founder Shares”). In October 2020, the Sponsor forfeited 625,000 Founder Shares and the Direct Anchor Investors
purchased 625,000 Founder Shares for an aggregate purchase price of $2,717, or approximately $0.004 per share. In December 2020,
the Company effected a 1:1.2 stock split of its Class B common stock, resulting in the Sponsor holding an aggregate of 6,150,000
Founder Shares, the Direct Anchor Investors holding an aggregate of 750,000 Founder Shares and there being an aggregate of 6,900,000 Founder
Shares outstanding. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the Sponsor to the extent
that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on
an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering.
As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject
to forfeiture.
The initial
stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier
to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to
exchange their shares of common stock for cash, securities or other property.
F-11
Administrative Services Agreement
The Company entered
into an agreement, commencing on December 14, 2020 through the earlier of the Company’s consummation of a Business Combination
and its liquidation, to pay the Sponsor a total of up to $20,000 per month for office space, utilities and secretarial and administrative
support. For period from July 20, 2020 (inception) through December 31, 2020, the Company paid $20,000 in fees for these services.
Promissory Note — Related Party
On July 27,
2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the
Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on
the earlier of (i) December 31, 2020 or (ii) the consummation of the Initial Public Offering. The outstanding balance
under the Promissory Note was repaid subsequent to the Initial Public Offering, at which point the note was terminated.
Related Party Loans
In order
to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted
upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the
Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds
held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay
the Working Capital Loans. As of December 31, 2020, there were no amounts outstanding under the Working Capital Loans.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues
to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the
virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact
is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments
that might result from the outcome of this uncertainty.
Registration Rights
Pursuant
to a registration rights agreement entered into on December 14, 2020, the holders of the Founder Shares, Private Placement Warrants
and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to
a registration rights agreement. The holders of at least 30% in interest of these securities will be entitled to make up to three
demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition,
these holders will have certain “piggy-back” registration rights to include their securities in other registration
statements filed subsequent to the completion of a Business Combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of
any such registration statements.
Underwriting Agreement
The underwriters
are entitled to a deferred fee of $0.35 per Unit, or up to $9,660,000 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
NOTE 7 — STOCKHOLDERS’ EQUITY
Preferred
Stock — The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share
with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board
of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding.
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Class A
Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there
were 1,325,628 shares of Class A common stock issued and outstanding, excluding 26,274,372 shares of Class A common stock
subject to possible redemption.
Class B
Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value
of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020, there
were 6,900,000 shares of Class B common stock issued and outstanding.
Only holders
of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted
to a vote of our stockholders except as otherwise required by law.
The shares
of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or
earlier at the option of the holder (except for any Founder Shares held by the Direct Anchor Investors who have agreed not to effect
a conversion with respect to such Founder Shares until the consummation of the initial Business Combination), on a one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are
issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business
Combination (including pursuant to a specified future issuance), the ratio at which shares of Class B common stock shall convert
into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified
future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B
common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common
stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities
issued or issuable to any seller in a Business Combination).
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon
separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days
after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The
Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no
obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the
shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not
be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable
upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the warrants.
The Company
has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination
to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A
common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness
of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants
expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant
not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so
elects, the Company will not be required to file or maintain in effect a registration statement, but we will be required to use
our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.
Redemptions of
warrants when the price of Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the
Company may redeem the Public Warrants:
● in whole and not in part;
● at a price of $0.01 per warrant;
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If and when
the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or
qualify the underlying securities for sale under all applicable state securities laws.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00 – Once the warrants become exercisable,
the Company may redeem the outstanding warrants:
● in whole and not in part;
● upon a minimum of 30 days’ prior written notice of redemption;
In addition,
if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share
of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s
board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder
Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting
on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption
trigger price will be adjusted will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.
The Private
Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the
Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,
except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will
be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
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NOTE 8. INCOME TAX
The Company’s
net deferred tax assets are as follows as of December 31, 2020:
Deferred tax asset
Organizational costs/Startup expenses $ 50,401
Net operating loss carryforward 1,046
Total deferred tax asset 51,447
Valuation allowance (51,447 )
Deferred tax asset, net of allowance $ —
The income tax provision
consists of the following for the period from July 20, 2020 (inception) through December 31, 2020:
Federal
Current $ —
State
Current $ —
Deferred —
Change in valuation allowance 51,447
Income tax provision $ —
As of December 31,
2020, the Company had a U.S. federal net operating loss carryover of approximately $5,000 available to offset future taxable income.
In assessing the realization
of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which temporary differences representing net future deductible amounts become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making
this assessment. After consideration of all of the information available, management believes that significant uncertainty exists
with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the
period from July 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $51,447.
A reconciliation of
the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:
December 31,
Statutory federal income tax rate 21.0 %
State taxes, net of federal tax benefit — %
Change in valuation allowance (21.0 )%
Income tax provision — %
The Company files
income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the
various taxing authorities.
NOTE 9. FAIR VALUE MEASUREMENTS