10-K
1
tm2110586d1_10k.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31,
2020
For the transition period from
to
HealthCor Catalio
Acquisition Corp.
(Exact name of registrant as specified in its charter)
55 Hudson Yards, 28th Floor New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 622-7800
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class: Trading Symbol: Name of Each Exchange on Which Registered:
Securities registered pursuant to Section 12(g) of
the Act: None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ̈ No x
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ̈ No x
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No ̈
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes x No ̈
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ̈ Accelerated filer ̈
Non-accelerated filer x Smaller reporting company x
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ̈
Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ̈
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ̈
As of December 31, 2020, the last business day of the
registrant’s most recently completed fiscal quarter, the registrant’s securities were not publicly traded. The
registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) began trading on
The Nasdaq Stock Market LLC (“Nasdaq”) on January 28, 2021. The aggregate market value of the Class A ordinary
shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the
closing sales price for the Class A ordinary shares on January 28, 2021, as reported on the Nasdaq, was $210,933,000
(based on the closing sales price of the Class A ordinary shares on January 28, 2021 of $10.19).
As of March 26, 2021, 20,700,000 Class A ordinary shares,
par value $0.0001 per share, and 4,500,000 Class B ordinary share, par value $0.0001 per share, were issued and outstanding, respectively.
Documents Incorporated by Reference: None.
TABLE
OF CONTENTS
Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS iii
PART I 3
Item 1. Business 20
Item 1A. Risk Factors 48
Item 1B. Unresolved Staff Comments 48
Item 2. Properties 48
Item 3. Legal Proceedings 49
Item 4. Mine Safety Disclosures 49
Item 6. Selected Financial Data 51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53
Item 8. Financial Statements and Supplementary Data 53
Item 9A. Controls and Procedures 53
PART III 55
Item 10. Directors, Executive Officers and Corporate Governance 55
Item 11. Executive Compensation 64
Item 14. Principal Accountant Fees and Services 67
Item 15. Exhibits, Financial Statements Schedules 69
i
CERTAIN TERMS
Unless otherwise stated in this Annual
Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Report, including, without limitation,
statements under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities
Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking
statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,”
“anticipates,” “expects,” “intends,” “plans,” “may,” “will,”
“potential,” “projects,” “predicts,” “continue,” or “should,” or, in
each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not
materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other statements that are not statements of current or historical
facts. These statements are based on management’s current expectations, but actual results may differ materially due to various
factors, including, but not limited to:
· our ability to select an appropriate target business or businesses;
· our ability to complete our initial business combination;
· our pool of prospective target businesses;
· our public securities’ potential liquidity and trading;
· the lack of a market for our securities;
· the trust account not being subject to claims of third parties; or
· our financial performance following our initial public offering.
The forward-looking statements contained
in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on
us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
These risks and others described under “Risk Factors” may not be exhaustive.
iii
By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in
or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial
condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements
contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
iv
SUMMARY OF RISK FACTORS
The following
is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Report on Form 10-K.
We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not
presently known to us or that we currently believe are immaterial may also adversely
affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should
be read in conjunction with the “Risk Factors” section and the other information contained in this Report on Form 10-K.
1
2
PART I
Item 1. Business
Introduction
We are a newly-organized blank check company
incorporated in November 18, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to
throughout this Report as our initial business combination. To date, our efforts have been limited to organizational activities
as well as activities related to our initial public offering. We have not selected any specific business combination target and
we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we
consummate our initial business combination.
Our Founders
Our sponsor formed HealthCor Catalio Acquisition
Corp. to further capitalize on their joint knowledge of the healthcare markets. They believe their decades of experience investing
in private and public healthcare companies is a key differentiator as compared to other blank check companies.
HealthCor was founded in 2005 and manages
approximately $2.7 billion in assets across long/short and long only healthcare funds. HealthCor centers its investment strategy
on in-depth and fundamental research and has developed deep institutional knowledge of and extensive contacts across the healthcare
industry. HealthCor’s Co-Founders, Joe Healey and Art Cohen, have been investing side-by-side for over 20 years, and
they collectively have over 60 years of investment experience. Avi Horev and Chris Gaulin, Portfolio Managers at HealthCor,
each have over 23 years of investment experience. The HealthCor investment research team includes specialists across biotechnology,
pharmaceutical, healthcare services, and medical technology sub-sectors within healthcare. HealthCor’s Co-Founders, Portfolio
Managers, and research team have built strong reputations in the healthcare industry over the past 15 years, with investment
peers and companies alike. HealthCor’s tenure, reputation, and relationships is an asset to HealthCor Catalio Acquisition
Corp.
Catalio is a private equity firm that invests
in breakthrough biomedical technology companies founded by the world’s leading scientist-entrepreneurs. Catalio provides
invaluable private market investing experience and a vast network of companies, medical professionals, and academics to HealthCor
Catalio Acquisition Corp. Catalio manages approximately $150 million in assets. Catalio was co-founded by George Petrocheilos
and Dr. Jacob Vogelstein, who formerly co-founded a healthcare private equity strategy at Camden Partners, a multi-strategy
private equity firm that spun out of T. Rowe Price. Catalio has recruited and invested with a group of 28 world-renowned doctors
and scientists as venture partners to identify investment opportunities and provide professional advices. Catalio is able to leverage
its network of venture partners and their respective labs, centers, and institutes for proprietary deal-flow. Catalio has invested
in over 20 innovative, high-growth companies and recently closed its second venture fund, Catalio Nexus II, which was oversubscribed
and closed at its hard cap of $100 million. Catalio, and its elite group of healthcare experts serve as a resource for
HealthCor Catalio Acquisition Corp.
Industry Opportunity
While we may acquire a business in any industry,
our focus is on the healthcare industry in the United States and other developed countries. We believe the healthcare industry,
particularly the life sciences and medical technology sectors, represents an enormous and growing target market with a large number
of potential target acquisition opportunities.
Healthcare spending in the U.S. currently
exceeds $3.6 trillion. The Centers for Medicare and Medicaid Services estimate that total U.S. national health expenditures will
exceed $6.2 trillion by 2028, more than doubling over a 20-year timeframe and reaching nearly 20% of U.S. GDP. At the same
time, populations in developed countries are aging and gaining greater access to healthcare, increasing the demand within healthcare
systems. Additionally, the number of private companies in the healthcare industry is significant, with over 30,000 firms focused
on various sub-sectors of the healthcare value chain in the United States alone according to S&P Global Market Intelligence.
The market dynamics are similar in Europe and other developed countries. We intend to focus our investment effort broadly across
the healthcare industry, which encompasses biotechnology, pharmaceuticals, services, and medical technology sub-sectors. We believe
that our investing and operating expertise, network of venture partners, and strong relationships throughout the healthcare industry
will give us a large, addressable universe of potential targets. This, along with the positive tailwinds in the healthcare industry
maximizes the likelihood that our management team will be able to identify and execute an attractive transaction.
3
The Current Medical Technology and Life Sciences IPO Market
We believe that the current state of the
medical technology and life sciences IPO markets may enhance our ability to locate an attractive target. Over 200 life sciences
and medical technology companies have gone public since 2016 in the United States.
We believe that privately held medical technology
and life sciences companies represent an enormous investment opportunity, and recent trends in equity capital markets continue
to demonstrate the desire of these companies to access public capital. Since 2015, approximately $298 billion has been raised
in the public equity markets by medical technology and life sciences companies. Approximately $48 billion has been raised
through initial public offerings of 320 life sciences companies and approximately $6 billion has been raised through initial
public offerings of 42 medical technology companies. We believe an acquisition by a special purpose acquisition company with a
management team that is well-known and respected in the industry can provide a more transparent and efficient mechanism to bring
a private healthcare company to the public markets. We also believe the combination of a strong IPO market and the benefits from
being publicly traded, including greater access to capital, more liquid securities, and increased customer awareness will help
us bring an attractive company to the public markets.
Acquisition Strategy
We intend to capitalize on the platforms
of our two founders, HealthCor and Catalio. Both founders have experience in investing across a variety of healthcare sub-sectors
and a track record of identifying high-quality assets, businesses and management teams. We believe HealthCor’s bottom-up
fundamental research together with Catalio’s access to a group of world-renowned, serial scientist-entrepreneurs improve
our ability to identify and acquire potential targets. Our selection process will leverage our relationships with leading venture
capitalists and growth equity funds, executives of private and public companies, leading investment banking firms, and world-renowned
scientists and medical professionals, which we believe should provide us with a key competitive advantage in sourcing potential
business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates
may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies
in our networks. We also believe that our experience, reputation, access to experienced serial scientist-entrepreneurs, and track
record in healthcare investing will make us a preferred partner for potential targets. Consistent with our strategy, we intend
to see to acquire companies that we believe:
· Are at an inflection point in their growth trajectory;
· Have significant embedded and/or underexploited growth opportunities;
· Will offer an attractive risk-adjusted return for our shareholders; and
These criteria are not intended to be exhaustive
and we may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be
based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant.
4
Initial Business Combination
Our initial business combination must occur
with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in
the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned
on the trust account) at the time of signing the agreement to enter into the initial business combination. The fair market value
of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the
financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors
will rely on generally accepted standards, our board of directors has discretion to select the standards employed. In addition,
the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on
the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation
materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with
our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board
of directors is not able to independently determine the fair market value of the target business or businesses or we are considering
an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm
which is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our
shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it
unlikely that our board will not be able to make an independent determination of the fair market value of a target business or
businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there
is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is
at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis
or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis.
Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of fair market
value test, unless such opinion includes material information regarding the valuation of a target business or the consideration
to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required
under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction
will include such opinion.
We anticipate structuring our initial business
combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100%
of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an
investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more
of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest
in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the
target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion
of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial
business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired
by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be
valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the
80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target
businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as
applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without
the prior consent of our sponsor.
In addition, our sponsor has indicated an
interest to purchase up to an aggregate of $25,000,000 of our Class A ordinary shares in a private placement that would occur
concurrently with the consummation of our initial business combination. However, because indications of interest are not binding
agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than
it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares
to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in
our initial public offering in the combined company may be diluted and the market prices for our securities may be adversely affected.
In addition, if the per share trading price of our ordinary shares is greater than the price per share paid in the private placement,
the private placement will result in value dilution to you.
5
Other Considerations
We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the
event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which
is a member of FINRA or an independent valuation or accounting firm that such initial business combination or transaction is fair
to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Affiliates of our sponsor and our officers
and members of our board of directors may directly or indirectly own founder shares following our initial public offering and,
accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors
was to be included by a target business as a condition to any agreement with respect to our initial business combination.
We have not selected any business combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business
combination target. Affiliates of our sponsor are continuously made aware of potential business opportunities, one or more of which
we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target
business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company.
Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or
locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify
or locate any such acquisition candidate.
HealthCor and Catalio may manage multiple
investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we
are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing
at any time. We may compete with any one or more of them on any given acquisition opportunity.
Our sponsor and our officers and directors
may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures
during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present
additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential
conflicts would materially affect our ability to identify and pursue business combination opportunities or to complete our initial
business combination.
In addition, certain of our officers and
directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities,
including, without limitation, to investment funds, accounts, co-investment vehicles and other entities managed by affiliates of
our sponsor and certain entities in which such affiliates have invested. As a result, if any of our officers or directors becomes
aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations (including, without limitation, funds or other investment vehicles managed by affiliates of our sponsor), then, subject
to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present
such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to
pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented
to HealthCor, Catalio or members of our management team may be suitable for both us and a current or future fund, portfolio company
or other investment entity of HealthCor or Catalio and, subject to applicable fiduciary duties, will first be directed to such
fund, portfolio company or other entity before being directed, if at all, to us. However, we do not expect these duties to materially
affect our ability to identify and pursue business combination opportunities or to complete our initial business combination.
6
In addition, our officers and directors,
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
management time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. Moreover, our officers and directors have, and may have in the future, time and attention requirements for current
and future investment funds, accounts, co-investment vehicles and other entities managed by HealthCor or Catalio. To the extent
any conflict of interest arises between, on the one hand, us and, on the other hand, such investment funds, accounts, co-investment
vehicles and other entities, HealthCor, Catalio and their affiliates, as applicable, will resolve such conflicts in their sole
discretion in accordance with their existing fiduciary, contractual and other duties, and there can be no assurance that such conflict
of interest will be resolved in our favor.
Unlike other SPAC IPOs, investors in our
initial public offering did not receive warrants that would become exercisable following completion of our initial business combination.
Status as a Public Company
We believe our structure will make us an
attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction
with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in
the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A
ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses
will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public
offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination
transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts
and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to
the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the
offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater
access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the
ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s
profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and
our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view
our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any
proposed initial business combination, negatively.
We are an “emerging growth company,”
as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal
year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total
annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700,000,000 as of
the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of
certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary
shares held by non-affiliates equals or exceeds $250,000,000 as of the prior June 30, and (2) our annual revenues equaled
or exceeded $100,000,000 during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals
or exceeds $700,000,000 as of the prior June 30.
Financial Position
With funds available for a business combination
initially in the amount of $200,755,000 after payment of the estimated expenses of our initial public offering and $7,245,000 of
deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt
ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.
7
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we
will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of our initial public offering, the sale of the private placements
shares, our equity, debt or a combination of these as the consideration to be paid in our initial business combination (pursuant
to forward purchase agreements or backstop agreements we may enter into following the consummation of our initial public offering
or otherwise). We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid
for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the
balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion
of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other companies or for working capital.
We have not selected any business combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target.
Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition
candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other
than our officers and directors. Accordingly, there is no current basis for investors to evaluate the possible merits or risks
of the target business with which we may ultimately complete our initial business combination. Although our management will assess
the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result
in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control,
meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may need to obtain additional financing
to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds
held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of
the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.
We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds
through the sale of securities, the incurrence of debt or otherwise.
Sources of Target Businesses
Our process of identifying acquisition targets
will leverage our founders’ and our management team’s unique industry experiences, proven deal sourcing capabilities
and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups
and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants,
restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination
opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined
with their individual and collective reputations in the investment community, will help to create prospective business combination
opportunities.
In addition, we anticipate that target
business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private
investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested
on an unsolicited basis, since many of these sources will have read the Report and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they
become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well
as attending trade shows or conventions.
8
While we do not presently anticipate engaging
the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage
these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation
to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the
extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to
us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best
interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such
fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers
or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation
by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination
(regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective
affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination
target in connection with a contemplated acquisition of such target by us. We have agreed to pay our sponsor a total of up to $10,000
per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses
related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter
into employment or consulting agreements with the post-business combination company following our initial business combination.
We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of
our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent valuation or accounting firm that such initial business combination or
transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities
that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their
fiduciary duties under Cayman Islands law.
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business,
we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial,
operational, legal and other information which will be made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to identify and evaluate
a target business and to structure and complete our initial business combination, and the costs associated with this process, are
not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation
of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company
will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered
to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our sponsor.
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Lack of Business Diversification
For an indefinite period of time after the
completion of our initial business combination, the prospects for our success may depend entirely on the future performance of
a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one
or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of
being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification
may:
Limited Ability to Evaluate the Target’s Management
Team
Although we intend to closely scrutinize
the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our
initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience
or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key
personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any
of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may
seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our
Initial Business Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles
of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may
decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:
10
The Companies Act and Cayman Islands law
do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial
business combination.
The decision as to whether we will seek
shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law
will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors,
including, but not limited to:
· the expected cost of holding a shareholder vote;
· other time and budget constraints of the company; and
Permitted Purchases and Other Transactions with Respect to
Our Securities
If we seek shareholder 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 sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. 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 sponsor, directors, executive 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. None of the funds in the trust
account will be used to purchase public shares in such transactions. If they engage in such transactions, they will be restricted
from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or
if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, directors,
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling
shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial
business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the
tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the
Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules,
the purchasers will be required to comply with such rules.
The purpose of any such transactions could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder
approval of the business combination or (ii) to 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. Any such purchases of our securities 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 ordinary shares may be reduced and the number of beneficial holders of our securities
may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange.
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Our sponsor, officers, directors and/or
their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates
may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy
materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or
their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders
who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial
business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination
but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor,
executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the
negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing
shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, officers, directors and/or
their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13
and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Redemption Rights for Public Shareholders upon Completion
of Our Initial Business Combination
We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00
per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a
beneficial holder must identify itself in order to validly redeem its shares. Our sponsor and our management team have entered
into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,
the private placement shares and any public shares purchased during or after our initial public offering in connection with (i) the
completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed 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 24 months from the closing
of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares or pre-initial business combination activity.
Limitations on Redemptions
Our amended and restated memorandum and
articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). However,
the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash
to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to
satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available