UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2021
or
☐TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
For the transition period from
to
Commission File Number: 001-41177
NORTHVIEW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
207 West 25th St, 9th Floor
New York, NY10001
(212)494-9022
(Address of Principal Executive Offices, Zip Code
and Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $.0001 per share NVAC The NASDAQ Stock Market LLC
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
☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No
☒
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 periods as the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ 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 during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Accelerated filer ☐ Emerging growth company ☒
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 fi rm
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 Act). Yes ☒ No ☐
As of June 30, 2021, the last business day of
the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The
registrant’s units began trading on The Nasdaq Global Market (“NASDAQ”) on December 20, 2021 and the registrant’s
shares of common stock, par value $0.0001 (the “Common stock”), warrants and rights began trading on the NASDAQ on January
21, 2022.
As of February 1, 2022, 24,168,750 shares of Company
common stock, par value $0.0001 were issued and outstanding.
Documents Incorporated by Reference: None.
Table of Contents
PART I
Item 1. Business 1
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 37
Item 2. Properties 37
Item 3. Legal Proceedings 37
Item 4. Mine Safety Disclosure 37
Item 6. [RESERVED] 39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41
Item 8. Financial Statements and Supplementary Data 41
Item 9A. Controls and Procedures 42
Item 9B. Other Information 42
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 42
PART III
Item 10. Directors, Executive Officers and Corporate Governance 43
Item 11. Executive Compensation 48
Item 14. Principal Accountant Fees and Services 51
PART IV
Item 15. Exhibits and Financial Statement Schedules 52
Signatures 53
i
CERTAIN TERMS
Unless otherwise stated in
this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
● “Dawson James” are to Dawson James Securities, Inc.;
● “I-Bankers” are to I-Bankers Securities, Inc.;
● “sponsor” are to NorthView Sponsor I, LLC, a limited liability company;
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in
this Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements
include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements in this annual report may include, for example, statements about:
● 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. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, 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.
iii
PART I
ITEM 1. BUSINESS
Our Company
We are a blank check company
formed under the laws of the State of Delaware April 19, 2021. We were formed 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 annual report as our initial business combination. Although there is no restriction or limitation on what industry our target operates
in, it is our intention to pursue prospective targets that are focused on healthcare innovation. We anticipate targeting what are traditionally
known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing assets in the biopharmaceutical,
medical technology/medical device and diagnostics space which aligns with our management team’s experience in operating health care
companies and in drug and device technology development as well as diagnostic and other services.
Our Sponsors and Competitive Advantages
We believe that the combination
of a high-quality management team with extensive operational, financial, merger and acquisition, and public company experience, combined
with the resources of a high quality investment bank focused on evaluating and assisting quality private companies to access the public
markets, is an attractive format. It is particularly important that our management team and our sponsor have successfully worked together
in the past. It is also important that our sponsor, management team and directors have deep experience, contacts and relationships in
the healthcare sector.
Opportunity & Acquisition Target Criteria
We will seek to acquire small
cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services sector. We believe these
industries are attractive for a number of reasons, including: they represent attractive markets, which are characterized by a high level
of innovation and they include a large number of emerging high growth companies that have the right size as potential targets.
Our operating experience and
industry contacts place us in a position to optimize our chances of identifying high value targets in these areas. Our target of small
cap healthcare-based companies will be based on the concept of value investing and therefore focused on quality businesses with specific
and time-based catalysts. We will remain opportunistic at considering opportunities throughout the healthcare space however, our
primary focus will be on small cap healthcare companies with one or more of the following characteristics:
● Late-stage development or revenue generating
● High growth prospects with sustainable proprietary position
● Independent companies or corporate spin offs
● Domestic or International base of business
We will be focused on companies
in disruptive and other value added subsegments of healthcare that have the potential for significant gains in the next five years. Our
ideal company will be institutionally backed, with a high-quality management team and a demonstrated ability to raise money from
the private capital markets. Our plan is to focus on the esoteric/specialty diagnostic market that is quickly emerging as a critical component
of the medical health system as the concept of therapeutics, diagnostics, medical devices and artificial intelligence merge into a single
focus of optimizing patient care.
1
The focus of our management
team will be to create stockholder value by leveraging its experience to efficiently guide an emerging healthcare company towards commercialization.
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate
from these criteria and guidelines should we see fit to do so:
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.
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. In this situation, the owners of
the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares
of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might
find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering.
Furthermore, once the business combination is consummated, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that
could prevent the offering from occurring. Once public, we believe the target business should then have greater access to capital and
an additional means of providing management incentives consistent with stockholders’ interests than it would have as a privately
held company. It 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 status
as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in
our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or with
a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to those
of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business
combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our
outstanding rights and warrants, which may represent a source of future dilution.
2
Our Acquisition Process
In evaluating a prospective
target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent
management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will
be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team,
directors, sponsors and advisors on an efficient and cost-effective basis as we deploy them to review matters related to their specific
areas of functional expertise.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our advisors or our sponsor, officers or directors. In
the event we seek to complete our initial business combination with a company that is affiliated with 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 the Financial
Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company
from a financial point of view.
Members of our management team
and our independent directors directly or indirectly own founder shares and/or private placement warrants 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 target if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to our initial business combination.
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 pursuant to which
such officer or director is or will be required to present a business combination opportunity. 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 opportunity to such entity.
We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our
ability to complete our business combination. Our amended and restated certificate of incorporation provides that we renounce our interest
in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in
his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue.
Our executive officers are
required to commit a significant amount of time to our affairs, and, accordingly, should not have conflicts of interest in allocating
management time among various business activities, including identifying potential business combination targets and monitoring the related
due diligence.
Initial Business Combination
So long as we maintain a listing
for our securities on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest
earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If
our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion
from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction
of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent
directors.
We anticipate structuring our
initial business combination so that the post-transaction company in which our public stockholders 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-transaction company owns or acquires less than 100% of such interests or assets of the target business in order
to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more
of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in
the post-transaction 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 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 stockholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is
owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one
target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the
target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as
applicable.
3
Financial Position
With funds available in the
trust account for a business combination initially in the amount of $191,647,500 assuming no redemptions, 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. This amount includes up to $6,986,250 of the business combination
marketing fee payable to I-Bankers and Dawson James. 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.
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 business combination with
that business, our assessment of the target business’ 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. While it is possible that one or more
of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will
devote their full efforts to our affairs subsequent to our 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.
4
Stockholders may not have the ability to approve
our initial business combination
We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required
by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented
in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval
is currently required under Delaware law for each such transaction.
Type of Transaction Whether Stockholder Approval is Required
Purchase of assets No
Purchase of stock of target not involving a merger with the company No
Merger of target into a subsidiary of the company No
Merger of the company with a target Yes
Under Nasdaq’s listing
rules, stockholder approval would be required for our initial business combination if, for example:
Permitted purchases of our securities
In the event we seek stockholder
approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. 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 shares in such transactions. They will not make 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. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder
of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have an insider
trading policy that requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in
possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We
cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent
upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders
may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our initial
stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders
who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections
to redeem their shares. 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
comply with such rules.
The purpose of such purchases
would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder
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 business combination, where it appears that such requirement would
otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our common stock 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.
5
Our initial stockholders, officers,
directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors
or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption
requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the
extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would identify
and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust
account or vote against the business combination. Our initial stockholders, officers, directors, advisors or their affiliates will only
purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our initial
stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from
liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain
technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our initial stockholders,
officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act.
Redemption Rights for Public Stockholders Upon
Completion of Our Initial Business Combination
We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock 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 as of two business
days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
is initially anticipated to be approximately $10.10 per public share. The per share amount we will distribute to stockholders who properly
exercise their redemption rights will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the business combination
marketing agreement. See the section entitled “Underwriting — Business Combination Marketing Agreement.” Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any public shares they may hold in connection with the completion of our business combination,
although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail
to complete our initial business combination within the prescribed time frame.
Ability to Extend Time to Complete Business
Combination
We will have until 15 months
from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend
the period of time to consummate a business combination) to consummate our initial business combination. However, if we anticipate that
we may not be able to consummate our initial business combination within 15 months (or up to 21 months from the closing of our
initial public offering if we extend the period of time to consummate a business combination), we may, by resolution of our board if requested
by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for
a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust
account as set out below. Pursuant to the terms of the trust agreement to be entered into between us and Continental Stock Transfer &
Trust Company, LLC, in order to extend the time available for us to consummate our initial business combination, our initial shareholders
or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account
for each three-month extension, $1,897,500 ($0.10 per share) on or prior to the date of the applicable deadline, up to an aggregate
of $3,795,000, or approximately $0.20 per share. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing
and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay
such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not
repay such loans. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has
agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete
a business combination. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for
us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.
In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely
deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete
our initial business combination. If we choose to extend the period of time to consummate a business combination as set forth herein,
you will not have the ability to vote or redeem your shares of common stock in connection with either of the three-month extensions.
However, if we seek to complete a business combination during an extension period, investors will still be able to vote and redeem their
shares of common stock in connection with that business combination.
6
Manner of Conducting Redemptions
We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business
combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means
of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct 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 require us to seek stockholder approval under the law or stock exchange listing requirement.
Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with
our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend
our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder
vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement
or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities
on Nasdaq, we would be required to comply with such rules.
If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation:
Upon the public announcement
of our initial business combination, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to
purchase shares of our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with
Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public
shares which are not purchased by our initial stockholders, which number will be based on the requirement that we may not redeem public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation
of our initial business combination (so that we are not 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. If public stockholders
tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
If, however, stockholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business
or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
● file proxy materials with the SEC.
In the event that we seek stockholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders
with the redemption rights described above upon completion of the initial business combination.
If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. Our sponsor, executive officers and directors will count toward this quorum and have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. These
quorum and voting thresholds, and the voting agreements of our sponsor, executive officers and directors may make it more likely that
we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether
they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in
connection with the completion of a business combination.
7
Our amended and restated certificate
of incorporation provides 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 both immediately before and after the consummation of our initial business combination (so that we are not subject
to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset
test or cash requirement pursuant to an agreement relating to our initial business combination. For example, 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 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, and all shares of common stock submitted for redemption will be returned to the holders thereof.
Limitation on redemption upon completion of
our initial business combination if we seek stockholder approval
Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares.
We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us, our initial stockholders
or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
Absent this provision, a public stockholder holding an aggregate of 15% or more of the shares sold in our initial public offering could
threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our initial stockholders or our management
at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem
to less than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders
to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.
Tendering stock certificates in connection
with a tender offer or redemption rights
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 documents mailed to such holders, or up
to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period,
it is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The
transfer agent will typically charge the tendering broker and it would be up to the broker whether or not to pass the cost on to the redeeming
holder. However, the fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.
The foregoing is different
from the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit
before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until
the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that
a redeeming holder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder
meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
our initial business combination.
8
If our initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial business combination
is not completed, we may continue to try to complete a business combination with a different target until 15 months from the closing
of our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period of time
to consummate a business combination).
Redemption of public shares and liquidation
if no initial business combination
We will have only 15 months
from the closing of our initial public offering to complete our initial business combination (or up to 21 months from the closing
of our initial public offering if we extend the period of time to consummate a business combination). If we are unable to complete our
initial business combination within such 15-month period (or up to 21 months from the closing of our initial public offering
if we extend the period of time to consummate a business combination), we will: (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less
up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to
complete our initial business combination within the 15-month time period (or up to 21 months from the closing of our initial
public offering if we extend the period of time to consummate a business combination).
Our initial stockholders have
agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within 15 months (or up to 21 months from the closing of our initial public offering if we
extend the period of time to consummate a business combination) from the closing of our initial public offering. However, if our initial
stockholders acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time
period (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination).
Our sponsor, officers and directors
have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not
complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months
from the closing of our initial public offering if we extend the period of time to consummate a business combination) or (ii) with
respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our
public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business
combination (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised
with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above),
we would not proceed with the amendment or the related redemption of our public shares at such time.
We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the $1,400,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for
such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution,
to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release
to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of our initial public offering and the private placement, other than the proceeds deposited in the trust account, and
without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders
upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual
per-share redemption amount received by stockholders will not be substantially less than $10.10. Under Section 281(b) of the
DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full,
as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining
assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay
or provide for all creditors’ claims.
9
Although we will seek to have
all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other
similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect
to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will
only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that
it will be liable to us if and to the extent any claims by a vendor 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
(i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account
and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our
sponsor will not be responsible to the extent of any liability for such third-party claims. We have not asked our sponsor to reserve
for such indemnification obligations, and our sponsor’s only assets are securities of our company. Therefore, we cannot assure you
that our sponsor would be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account
is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements
with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
In the event that the proceeds
in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take