Item 1A. Risk Factors.
An investment in our securities involves
a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this annual report, the prospectus associated with our IPO and the registration statement of which such prospectus forms a part
before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and
operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.
Summary of Risk Factors
Our business is subject
to numerous risks and uncertainties. These risks include, but are not limited to, risks associated with:
· being a newly incorporated company with no operating history and no revenues;
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· our public shareholders’ ability to exercise redemption rights;
· being declared an investment company under the Investment Company Act;
· complying with changing laws and regulations;
· the performance of the prospective target business or businesses;
· our ability to select an appropriate target business or businesses;
· to generate a number of potential business combination opportunities;
· our ability to redeem your unexpired warrants prior to their exercise;
· our public securities’ potential liquidity and trading; and
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Risks Relating to Our Search for, and Consummation of or
Inability to Consummate, an Initial Business Combination
Our public stockholders may not be afforded an opportunity
to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do
not support such a combination.
We may not hold a stockholder
vote to approve our initial business combination unless the business combination would require stockholder approval under applicable
law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance,
the NYSE rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us
to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration
in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of
our outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable
law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or
will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be
based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will participate in the
vote on such approval. Accordingly, we may consummate our initial business combination even if holders of a majority of our outstanding
public shares do not approve of the business combination we consummate. Please see “Proposed Business — Stockholders
may not have the ability to approve our initial business combination” for additional information.
If we seek stockholder approval of our initial business
combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless
of how our public stockholders vote.
Our initial stockholders, officers and directors
have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor
of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need
77,625,001, or 37.5%, of the 207,000,000 public shares sold in the IPO to be voted in favor of a transaction (assuming all issued
and outstanding shares are voted) in order to have such initial business combination approved. We expect that our initial stockholders
and their permitted transferees will own at least 20% of our outstanding shares of common stock at the time of any such stockholder
vote. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder
approval will be received than would be the case if our initial stockholders and their permitted transferees agreed to vote their
founder shares in accordance with the majority of the votes cast by our public stockholders.
Your only opportunity to affect the investment decision
regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek stockholder approval of such business combination.
At the time of your investment
in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally,
since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may
not have the right or opportunity to vote on the business combination. Accordingly, if we do not seek stockholder approval, your
only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your
redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed
to our public stockholders in which we describe our initial business combination.
The ability of our public stockholders to redeem their
shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum
net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to
meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred
underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a
business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial
business combination. Furthermore, 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) or
any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001
or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and
the related business combination and may instead search for an alternate business combination. Prospective targets will be aware
of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate
an initial business combination, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to
pay the deferred underwriting commissions.
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The ability of our public stockholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize
our capital structure.
At the time we enter into
an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights
and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to
pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash
in the trust account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares
is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion
of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive
equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to
the extent that the anti-dilution provision of the Class B common stock results in the issuance of shares of Class A
common stock on a greater than one-to-one basis upon conversion of the Class B common stock at the time of our initial business
combination. In addition, the amount of deferred underwriting commissions payable to the underwriters is not required to be adjusted
for any shares that are redeemed in connection with an initial business combination. The above considerations may limit our ability
to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our public stockholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If our initial business
combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to
have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases.
If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we
liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market;
however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until
we liquidate or you are able to sell your stock in the open market.
The requirement that we complete our initial business
combination within the completion window may give potential target businesses leverage over us in negotiating a business combination
and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we
approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that
would produce value for our stockholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business
combination within the completion window.
Consequently, such target
business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business
combination with that particular target business, we may be unable to complete our initial business combination with any target
business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.
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We may not be able to complete our initial business combination
within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount
in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors have
agreed that we must complete our initial business combination within the completion window. We may not be able to find a suitable
target business and complete our initial business combination within such time period. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks
described herein.
If we have not completed our initial business
combination within such time period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than 10 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 (net of permitted withdrawals and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders
may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire
worthless. Please see “If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors
herein.
If the net proceeds of the IPO and the sale
of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to
fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from
our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. If we are
unable to obtain such loans, we may be unable to complete our initial business combination.
If we are required to seek additional
capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to
liquidate. Neither our sponsor, members of our management team nor any of their respective affiliates is under any obligation or
other duty to loan funds to us in such circumstances. Any such loans would be repaid only from funds held outside the trust account
or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business
combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust
account. In such case, our public stockholders may receive only $10.00 per share, or less in certain circumstances, and our warrants
will expire worthless.
The securities in which we invest the funds held in the
trust account could bear a negative rate of interest, which could reduce the aggregate value of the assets held in the trust account
such that the per share redemption amount received by public stockholders may be less than your anticipated per share redemption
amount.
The funds in the trust account
will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet
certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations.
While short-term U.S. government treasury bills currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended
and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds
held in the trust account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact
the per share redemption amount that may be received by public stockholders.
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If we seek stockholder approval of our initial business
combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants
from the public, which may influence a vote on a proposed business combination and reduce the public “float” of our
common stock.
If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public
shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or
following the completion of our initial business combination, although they are under no obligation or other duty to do so. Such
a purchase may include a contractual acknowledgement that such public stockholder, although still the record holder of our shares
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our sponsor,
directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling public stockholders would be
required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different
than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial
business combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby
increase the likelihood of obtaining stockholder approval of our initial business combination or 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. The purpose of such purchases could be
to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval
of our initial business combination or 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. The purpose of any such purchases of public warrants could be to reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial
business combination. Any such purchases of our securities may result in the completion of our initial business combination that
may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases
are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange.
If a stockholder fails to receive notice of our offer
to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
We will comply with the tender offer rules or
proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance
with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not
become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will describe the various
procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer or proxy
materials documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial
business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.
In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. You will not have any rights
or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore,
you may be forced to sell your public shares or warrants, potentially at a loss.
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Our public stockholders
will be entitled to receive funds from the trust account only upon the earlier to occur of: (1) the completion of our initial
business combination, and then only in connection with those shares of Class A common stock that such stockholder properly
elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted
in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or
timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; and
(3) the redemption of all of our public shares if we are unable to complete our initial business combination within the completion
window, subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business
combination within the completion window for any reason, compliance with Delaware law may require that we submit a plan of dissolution
to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case,
public stockholders may be forced to wait beyond the completion window before they receive funds from our trust account. In no
other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants
will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your
investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are
unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or
less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.
We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals
or investment partnerships), other blank check companies and other entities, domestic and international, including, without limitation,
M. Klein and Company and our Strategic and Operating Partners, competing for the types of businesses we intend to acquire. Many
of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or
indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess
greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there will be numerous target businesses we could
potentially acquire with the net proceeds of the IPO and the sale of the private placement warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
Our sponsor, any of its affiliates or any of their respective clients may make additional investments in us, although our sponsor
and its affiliates have no obligation or other duty to do so.
This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek
stockholder approval of our initial business combination and we are obligated to pay cash for public shares that are redeemed,
it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place
us at a competitive disadvantage in successfully negotiating and completing a business combination. If we are unable to complete
our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
If the funds available to us outside of the trust account
are insufficient to allow us to operate for at least the completion window, we may be unable to complete our initial business combination.
The funds available to us
outside of the trust account may not be sufficient to allow us to operate for at least the completion window, assuming that our
initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition
plans. However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional
financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis
regarding our ability to continue as a going concern at such time.
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We believe that the funds
available to us outside of the trust account, including permitted withdrawals and loans or additional investments from our sponsor,
will be sufficient to allow us to operate for at least the completion window; however, we cannot assure you that our estimate is
accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist
us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no- shop”
provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a
particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of
intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required
to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching
for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of
our trust account and our warrants will expire worthless.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose
some or all of your investment.
Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues
that may be present with a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result
of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or
other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may
cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a
target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders or warrant holders
who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the
value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00
per share.
Our placing of funds in
the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service
providers (other than our independent registered public accounting firm), prospective target businesses or other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they
execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to,
fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in
the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
party that has not executed a waiver if management believes that such third party’s engagement would be significantly more
beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less
attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of
potential target businesses that we might pursue. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete
our initial business combination within the completion window, or upon the exercise of a redemption right in connection with our
initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be
brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders
could be less than the per share amount initially held in the trust account, due to claims of such creditors.
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Our sponsor has agreed that
it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into
a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) the
actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00
per share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims
by a third party that executed a waiver of any and all rights to the monies held in the trust account (whether any such waiver
is enforceable) and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. We have not independently verified whether our sponsor has sufficient funds to satisfy its
indemnity obligations and we have not asked our sponsor to reserve for such indemnification obligations. We have not asked our
sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the trust account, the
funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In
such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share
in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
Our independent directors may decide not to enforce the
indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for
distribution to our public stockholders.
In the event that the proceeds
in the trust account are reduced below the lesser of: (1) $10.00 per public share; or (2) the actual amount per share
held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions
in the value of the trust assets, in each case net of permitted withdrawals, and our sponsor asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our
independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances.
For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable
or the independent directors may determine that a favorable outcome is not likely. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders
may be reduced below $10.00 per share.
If, after we distribute the proceeds in the trust account
to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having
breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive
damages.
If, after we distribute
the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may
be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders
from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
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If, before distributing the proceeds in the trust account
to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount
that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing
the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our public
stockholders in connection with our liquidation would be reduced.
If we are deemed to be an investment company under the
Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature of
our investments, and restrictions on the issuance of our securities, each of which may make it difficult for us to complete our
business combination. In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration
as an investment company; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and
disclosure requirements and other rules and regulations.
In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily
in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,
owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.
government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination
and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets
with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee
only in United States government treasury bills with a maturity of 180 days or less or in money market funds investing solely in
United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment
of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in
Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder
our ability to consummate a business combination. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply
with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC
and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes
could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with
applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
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Because we are neither limited to evaluating target businesses
in a particular industry nor have we selected any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may seek to complete
a business combination with an operating company in any industry or sector. However, we will not, under our amended and restated
certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company or similar
company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a
business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations,
results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business
combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we
combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers
and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly
ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks
will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be
more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination
could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for
such reduction in value.
Although we have identified general criteria and guidelines
that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with
a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business
combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may
exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that
requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is
required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons,
it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does
not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless.
We may seek acquisition opportunities in acquisition targets
that may be outside of our management’s areas of expertise.
We will consider a business
combination in sectors which may be outside of our management’s areas of expertise if such business combination candidate
is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event
we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may
not be directly applicable to its evaluation or operation, and the information regarding the areas of our management’s expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able
to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholders
or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer
a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction
in value.
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We may seek acquisition opportunities with an early stage
company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject
us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
To the extent we complete
our initial business combination with an early stage company, a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.
These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and
directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain
or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of
these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a target business.
We are not required to obtain an opinion from an independent
investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our stockholders from a financial point of view.
Unless we complete our initial
business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our stockholders
from a financial point of view.
In addition, if our board
of directors is not able to determine the fair market value of the target business or businesses, in connection with the NYSE rules that
require that an initial business combination be 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 (net of amounts disbursed to management for working capital purposes,
if applicable, and excluding the amount of any deferred underwriting discount), we will obtain an opinion from an independent investment
banking firm that is a member of FINRA or from an independent accounting firm with respect to the satisfaction of such criteria.
Other than the two circumstances
described above, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA
or from an independent accounting firm. If no opinion is obtained, our stockholders will be relying on the judgment of our board
of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards
used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business
combination.
We may issue additional shares of Class A common
stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our
initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common
stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
described herein. Any such issuances would dilute the interest of our stockholders and likely present other risks.
Our amended and restated certificate of
incorporation authorizes the issuance of up to 400,000,000 shares of Class A common stock, par value $0.0001 per share, and
100,000,000 shares of Class B common stock, par value $0.0001 per share and 1,000,000 shares of undesignated preferred stock,
par value $0.0001 per share. There are 7,651,469 (excluding 199,348,531 shares subject to possible redemption) and 51,750,000 authorized
but unissued shares of Class A and Class B common stock, respectively, available for issuance, which amount takes into
account shares reserved for issuance upon exercise of outstanding warrants but not upon the conversion of the Class B common
stock. Shares of Class B common stock are automatically convertible into shares of our Class A common stock at the time
of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein. There are
no shares of preferred stock issued and outstanding.
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We may issue a substantial number of additional
shares of Class A common stock, and may issue shares of preferred stock, in order to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate
of incorporation will provide that we may not issue additional securities that can vote on amendments to our amended and restated
certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from
the trust account). We may also issue shares upon conversion of the Class B common stock at a ratio greater than one-to-one
at the time of our initial business combination as a result of the anti-dilution provisions described herein. However, our amended
and restated certificate of incorporation will provide, among other things, that prior to our initial business combination, we
may not issue additional shares of capital stock that would entitle the holders thereof to receive funds from the trust account
or (2) vote on any initial business combination. The issuance of additional shares of common or preferred stock:
· may significantly dilute the equity interest of investors in the IPO;
Resources could be wasted in researching initial business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we are unable to complete our initial business combination, our public stockholders may receive only
approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and
our warrants will expire worthless.
We anticipate that the investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.
If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction
likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete
our initial business combination for any number of reasons including those beyond our control. Any such event will result in a
loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we are unable to complete our initial business combination, our public stockholders may receive only
approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will
expire worthless.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously
acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase
of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult
for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also
face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these
risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination
with a private company about which little information is available, which may result in a business combination with a company that
is not as profitable as we suspected, if at all.
In pursuing our acquisition
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information
generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial
business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.
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Our management may not be able to maintain control of
a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business,
new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial
business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of
the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act.
We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of
the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority
interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business
combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in
exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However,
as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction
could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority
stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s
stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our
control of the target business.
We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our stockholders do not agree.
Our amended and restated
certificate of incorporation does not provide a specified maximum redemption threshold, except 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 (such that we do not then become
subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be
contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business
combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their
shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell
their shares to our sponsor, officers, directors, advisors or any of their respective affiliates. In the event the aggregate cash
consideration we would be required to pay for all shares of common stock 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 to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption
will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination,
blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of
incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete
our initial business combination that some of our stockholders or warrant holders may not support.
In order to effectuate an
initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and