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, including our financial statements and related notes, 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. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect
our business, financial condition and operating results.
Risks
Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination
Our public stockholders may not be
afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business
Combination even though a majority of our public stockholders do not support such a combination.
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 rules or if we decide to hold a stockholder vote for business or other reasons. For instance, the rules of
the NYSE 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 issued and 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 issued and 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. Accordingly, we may consummate our initial Business Combination even if holders
of a majority of the issued and outstanding shares of common stock do not approve of the Business Combination we consummate.
If we seek stockholder approval of
our initial Business Combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial
Business Combination, regardless of how our public stockholders vote.
Unlike many other blank
check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes
cast by the public stockholders in connection with an initial Business Combination, our initial stockholders, directors and officers
have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to
vote their 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 15,525,001, or 37.5% (assuming all issued and outstanding shares
are voted), or 2,587,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 41,400,000
public shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such
initial Business Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar
obligations on them with respect to public shares acquired by them, if any. We expect that our initial stockholders and their permitted
transferees will own at least 20% of our issued and outstanding shares of common stock at the time of any such stock holder 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 such persons 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.
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, unless we seek such stockholder approval. 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. 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 and the payment of the deferred underwriting commissions.
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 following such redemptions, or any greater net tangible asset or cash requirement that 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 (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be
reluctant to enter into a Business Combination transaction with us.
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. 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 shares.
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 shares in the open market;
however, at such time our shares 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 shares in the open market.
The requirement that we complete
our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating
a Business Combination and may limit the time we have in which to conduct due diligence on potential 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 24 months from the closing of the Initial Public Offering. Consequently, such target business
may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination
with that particular target business, we may be unable to complete our initial Business Combination with any target business. This
risk will increase as we get closer to the end of the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive
investigation.
We may not be able to complete our
initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00
per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our Sponsor, directors
and officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial
Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within such
time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues
both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it
could limit our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak
of COVID-19 may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the
other risks described in this “Risk Factors” section, such as those related to the market for our securities
and cross-border transactions.
If we have not completed
our initial Business Combination within such time period or during any Extension Period, we will: (1) cease all operations
except for the purpose of winding up; (2) 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 and which interest shall be net of taxes
payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, liquidate and dissolve, 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. 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.
Our search for a Business Combination,
and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the
coronavirus (“COVID-19”) outbreak and other events and the status of debt and equity markets.
In December 2019, a
novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts of the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public
Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II
declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on
March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has
adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally,
and the business of any potential target business with which we consummate a Business Combination could be, or may already have
been, materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if concerns relating
to COVID-19 continue to restrict travel or limit the ability to have meetings with potential investors, or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent
to which COVID-19 impacts our search for a Business Combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain
COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural
disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate
a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may
be materially adversely affected.
In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19
and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including
as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms
acceptable to us or at all.
Finally, the outbreak
of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section,
such as those related to the market for our securities and crossborder transactions.
If we seek stockholder approval of
our initial Business Combination, our Sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares
or warrants from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float”
of our securities.
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 affiliates may purchase public shares
or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
Business Combination.
Any such price per share
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. Additionally, at any time at or prior to our initial Business Combination, subject to applicable
securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of
their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares,
vote their public shares in favor of our initial Business Combination or not redeem their public shares. However, our Sponsor,
directors, officers, advisors or any of their affiliates are under no obligation or duty to do so and they have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The
purpose of such purchases could be to vote such shares in favor of our initial 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. This may result in the completion of our initial Business Combination
that may not otherwise have been possible.
In addition, if such
purchases are made, the public “float” of our securities 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 scheduled 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 are not entitled to protections
normally afforded to investors of many other blank check companies.
Because we had net tangible
assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement and filed
a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from
rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not
afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete
our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject
to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and
until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.
If we seek stockholder approval of
our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such
shares in excess of 15% of our Class A common stock.
If we seek stockholder
approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation provide that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without
our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence
over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if
you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to
the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares
exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.
Because of our limited resources
and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial
Business Combination. If we have not completed our initial Business Combination within the required time period, our public stockholders
may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants
will expire worthless.
We expect to encounter
intense competition from other entities having a business objective similar to ours, including private investors (which may be
individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive
experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to
various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge
than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While
we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial
Business Combination and we are obligated to pay cash for our shares of Class A common stock, 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 a Business Combination. If we have not completed our initial Business Combination within the required
time period, 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. 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.
As the number
of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial Business
Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability
to find a suitable target for our initial Business Combination.
In recent years, the
number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered
into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently
in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources
to identify a suitable target for an initial Business Combination.
In addition, because
there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets,
the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies
to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or
operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find a suitable target for and/or complete our initial Business Combination.
If the funds not being held in the
Trust Account are insufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering,
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 24 months following the closing
of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect to
incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through
potential loans from certain of our affiliates are discussed in “Item 7—Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” 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.
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 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 enter into a letter of intent 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 have
not completed our initial Business Combination within the required time period, 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.
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.
Changes in the market for directors
and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business
Combination.
In recent months, the
market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to
us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums
charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends
may continue into the future.
The increased cost and
decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to
negotiate and complete an initial Business Combination. In order to obtain directors and officers liability insurance or modify
its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense
and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could
have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.
In addition, after completion
of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from
conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and
officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off
insurance”). The need for run-off insurance would be an added expense for the post-Business Combination entity and could
interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.
If third parties bring claims against
us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be
less than $10.00 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 and 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 enter into an agreement with a third-party that
has not executed a waiver only 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 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 have not completed our initial Business Combination within the required time period,
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 ten years following redemption.
Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share
initially held in the Trust Account, due to claims of such creditors.
Our Sponsor has agreed
that it will be liable to us if and to the extent any claims by a third-party (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) such
lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions
in the value of the trust assets, in each case net of 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 the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor
will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities
of our company. Our Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor
to reserve for such obligations, and therefore, no funds are currently set aside to cover any 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 directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
Our 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) such lesser amount per
share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust
assets, in each case net of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our
independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
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.
The securities in which we invest
the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in
trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.
The proceeds held in
the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in
direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive
rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued
interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility
that it may in the future adopt similar policies in the United States. In the event 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, net of taxes
paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative
interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public
stockholders may be less than $10.00 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.
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:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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each of which may make it difficult for
us to complete our initial Business Combination.
In addition, we may
have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure;
and
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reporting, record keeping, voting, proxy and disclosure
requirements and other rules and regulations that we are currently not subject to.
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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 U.S. government treasury bills with a maturity of 185 days or less or in money market funds
investing solely in U.S. 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 complete a Business Combination. If we have not completed our initial Business
Combination within the required time period, 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.
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.
If we have not completed our initial
Business Combination within 24 months of the closing of the Initial Public Offering or during any Extension Period, our public
stockholders may be forced to wait beyond such 24 months before redemption from our Trust Account.
If we have not completed
our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension
Period, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of
interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public stockholders by
way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any
redemption of public stockholders from the Trust Account shall be effected automatically by function of our amended and restated
certificate of incorporation prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute
such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and
distribution must comply with the applicable provisions of the DGCL. In that case, investors may be forced to wait beyond the initial
24 months before the redemption proceeds of our Trust Account become available to them and they receive the return of their
pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of
our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions
of our amended and restated certificate of incorporation and then only in cases where investors have properly sought to redeem
their shares of Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to
distributions if we have not completed our initial Business Combination within the required time period and do not amend certain
provisions of our amended and restated certificate of incorporation prior thereto.
Our stockholders may be held liable
for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the Delaware General
Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to
the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within the
required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to
the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public
shares as soon as reasonably possible following the 24th month from the closing of the Initial Public Offering
(or the end of any Extension Period) in the event we do not complete our initial Business Combination and, therefore, we do not
intend to comply with the foregoing procedures.
Because we do not intend
to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us
within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would
be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly
assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third
anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon
the redemption of our public shares in the event we do not complete our initial Business Combination within the required time period
is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then
pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the
unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We may not hold an annual stockholder
meeting until after the consummation of our initial Business Combination. Our public stockholders will not have the right to elect
or remove directors prior to the consummation of our initial Business Combination.
We may not hold an annual
meeting of stockholders until after we consummate our initial Business Combination (unless required by the NYSE) and thus may not
be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes
of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such
a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of our initial Business Combination,
they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL. Until we hold an annual meeting of stockholders, public stockholders may not be afforded the opportunity to discuss
company affairs with management. In addition, prior to our Business Combination (a) as holders of our Class A common
stock, our public stockholders will not have the right to vote on the election of our directors and (b) holders of a majority
of the issued and outstanding shares of our Class B common stock may remove a member of our board of directors for any reason.
The grant of registration rights
to our initial stockholders and their permitted transferees may make it more difficult to complete our initial Business Combination,
and the future exercise of such rights may adversely affect the market price of our Class A common stock.
At or after the time
of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale
of their founder shares after those shares convert to shares of our Class A common stock. In addition, our Sponsor and its
permitted transferees can demand that we register the resale of the Private Placement Warrants and the shares of Class A common
stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working
capital loans may demand that we register the resale of such warrants or the shares of Class A common stock issuable upon
exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant
number of securities for trading in the public market may have an adverse effect on the market price of our Class A common
stock. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult
to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity
or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected
when the shares of common stock owned by our initial stockholders or their permitted transferees, our Private Placement Warrants
or warrants issued in connection with working capital loans are registered for resale.
Because we are not limited to a particular
industry or 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 of any size (subject to our satisfaction of the 80% of net assets test) and in
any industry, sector or geography. However, we will not, under our amended and restated certificate of incorporation, be permitted
to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations.
Because we have not yet selected or approached any specific target business with respect to a Business Combination, there is no
basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash
flows, liquidity, financial condition or prospects. To the extent we complete our initial Business Combination, we may be affected
by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable
business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or development stage entity. Although our directors and officers 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 securities will not ultimately prove to be less favorable to our investors
than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any stockholder or
warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial Business Combination
could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy
for such reduction in value.
We may seek acquisition opportunities
in acquisition targets that may be outside of our management’s areas of expertise.
Although we expect to
focus our search for a target business in the technology industries, we will consider a Business Combination 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 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.
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 listing requirements, or we decide to obtain stockholder approval for business or
other reasons, it may be more difficult for us to attain stockholder approval of our initial Business Combination if the target
business does not meet our general criteria and guidelines. If we have not completed our initial Business Combination within the
required time period, 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
with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
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 directors and
officers 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 regarding fairness. Consequently, you
may have no assurance from an independent source that the price we are paying for the business is fair to our company 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 that the price we are paying is
fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment
of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.
Such standards used will be disclosed in our 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 shares to complete our initial Business Combination or under an employee incentive plan
after completion of our initial Business Combination. We may also issue shares of Class A common stock upon the conversion
of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result
of the anti-dilution provisions contained in our amended and restated certificate of incorporation. 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 500,000,000 shares of Class A common stock, par value $0.0001
per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of undesignated
preferred stock, par value $0.0001 per share. As of March 26, 2021, there will be 437,946,667 and 9,650,000 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 conversion of the Class B common stock. Shares
of Class B common stock are convertible into shares of our Class A common stock, initially at a one-for-one ratio
but subject to adjustment as set forth herein. As of December 31, 2020 there were no preferred shares issued and outstanding.
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. We may also issue
shares of Class A common stock to redeem the warrants or 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 contained
in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation 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 (1) receive funds from the Trust Account or (2) vote pursuant to our amended and restated
certificate of incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation.
The issuance of additional shares of common or preferred stock:
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may significantly dilute the equity interest of investors
in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common
stock resulted 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;
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may subordinate the rights of holders of common stock
if shares of preferred stock are issued with rights senior to those afforded our common stock;
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could cause a change of control if a substantial number
of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and could result in the resignation or removal of our present directors and officers;
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may have the effect of delaying or preventing a change
of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
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may adversely affect prevailing market prices for
our Units, Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price
of our warrants.
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Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we have not completed our initial Business Combination within the required time period, 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 have not completed our initial Business Combination within the required time
period, 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 engage in a Business Combination
with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or
officers which may raise potential conflicts of interest.
In light of the involvement
of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our
Sponsor, directors and officers. Certain of our directors and officers also serve as officers and board members for other entities,
including those described under “Item 10. Directors, Executive Officer and Corporate Governance—Conflicts of Interest.”
Such entities may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, or
targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated
entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain
an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding
the fairness to our company from a financial point of view of a Business Combination with one or more domestic or international
businesses affiliated with our Sponsor, directors or officers, potential conflicts of interest still may exist and, as a result,
the terms of the Business Combination may not be as advantageous to our public stockholders as they would be absent any conflicts
of interest.
Since our initial stockholders will
lose their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining
whether a particular Business Combination target is appropriate for our initial Business Combination.
Our initial shareholders
hold 10,350,000 founder shares as of the date of this Annual Report, including 10,230,000 held by our Sponsor. The founder shares
will be worthless if we do not complete an initial Business Combination.
In addition, our Sponsor
purchased an aggregator of 6,853,333 Private Placement Warrants, each exercisable for one share of our Class A common stock,
for a purchase price of $10,280,000, or $1.50 per warrant, that will also be worthless if we do not complete a Business Combination.
Each Private Placement Warrant may be exercised for one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment as provided herein.
The founder shares are
identical to the shares of Class A common stock included in the Units except that: (1) prior to our initial Business
Combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of
our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain
transfer restrictions; (3) our initial stockholders, directors and officers have entered into a letter agreement with us,
pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares
held by them, as applicable, in connection with the completion of our initial Business Combination; (ii) their redemption
rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to amend our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination
within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions
from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within
24 months from the closing of Initial Public Offering or during any Extension Period (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); (4) the founder shares will automatically convert into shares of our Class A common stock
at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to
adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are
entitled to registration rights. If we submit our initial Business Combination to our public stockholders for a vote, our initial
stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into
with us, to vote their founder shares and any public shares held by them purchased during or after Initial Public Offering in favor
of our initial Business Combination.
The personal and financial
interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business
Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business
Combination. This risk may become more acute as the deadline for completing our initial Business Combination nears.
We may issue notes or other debt
securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and
financial condition and thus negatively impact the value of our stockholders’ investment in us.
We may choose to incur
substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we
have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust
Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating
revenues after an initial Business Combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued
interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing
if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our common stock;
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using a substantial portion of our cash flow to pay
principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and
reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general
economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts
for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and
other disadvantages compared to our competitors who have less debt.
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We may be able to complete only one
Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will
cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
We may effectuate our
initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period
of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because
of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if
they had been operated on a combined basis. By completing our initial Business Combination with only a single entity our lack of
diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the
resources to complete several Business Combinations in different industries or different areas of a single industry. Accordingly,
the prospects for our success may be:
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solely dependent upon the performance of a single
business, property or asset; or
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dependent upon the development or market acceptance
of a single or limited number of products, processes or services.
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This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to our initial Business Combination.
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.
We do not have a specified maximum
redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination
with which a substantial majority of our stockholders do not agree.
Our amended and restated
certificate of incorporation do 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 following such redemptions, or any
greater net tangible asset or cash requirement that 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, directors, officers, advisors or any of their affiliates.
In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for
redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed
the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all shares
of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an
alternate Business Combination (including, potentially, with the same target).
In order to effectuate an initial
Business Combination, blank check companies have, in the 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 past, amended various provisions of their charters and modified
governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business
Combination, increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect
to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We
cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial
Business Combination in order to effectuate our initial Business Combination. To the extent any such amendment would be deemed
to fundamentally change the nature of any of the securities offered through the registration statement of which the prospectus
relating to the Initial Public Offering forms a part, we would register, or seek an exemption from registration for, the affected
securities.
Certain provisions of our amended
and restated certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of
the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least 65%
of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It may be
easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate
the completion of an initial Business Combination that some of our stockholders may not support.
Some other blank check
companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate
to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s
stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and
100% of the company’s public shares. Our amended and restated certificate of incorporation provides that any of its provisions
(other than amendments relating to the election or removal of directors prior to our initial Business Combination, which require
the approval by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder
meeting) related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances
and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least
65% of our issued and outstanding common stock, and corresponding provisions of the trust agreement governing the release of funds
from our Trust Account may be amended if approved by holders of at least 65% of our issued and outstanding common stock. Unless
specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange
rules, the affirmative vote of a majority of the issued and outstanding shares of our common stock that are voted is required to
approve any such matter voted on by our stockholders, and, prior to our initial Business Combination, the affirmative vote of holders
of a majority of the issued and outstanding shares of our Class B common stock is required to approve the election or removal
of directors. We may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation
on any initial Business Combination or any amendments to our amended and restated certificate of incorporation. Our initial stockholders,
who collectively beneficially own 20% of our common stock, may participate in any vote to amend our amended and restated certificate
of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be
able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-Business Combination
behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business
Combination with which you do not agree.
Our initial stockholders
have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial
Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months
from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity, unless we provide our public stockholders with the opportunity to redeem
their shares of Class A 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 issued and outstanding public shares. These agreements are contained in a letter agreement that we
have entered into with our Sponsor, directors and officers. Our public stockholders are not parties to, or third-party beneficiaries
of, this agreement and, as a result, will not have the ability to pursue remedies against our Sponsor, directors or officers for
any breach of these agreements. As a result, in the event of a breach, our public stockholders would need to pursue a stockholder
derivative action, subject to applicable law.
We may be unable to obtain additional
financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel
us to restructure or abandon a particular Business Combination.
If the net proceeds
of the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either
because of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our
initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business
Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure
you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be
unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction
or abandon that particular Business Combination and seek an alternative target business candidate.
In addition, even if
we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our directors, officers or stockholders is required to provide any financing
to us in connection with or after our initial Business Combination. If we have not completed our initial Business Combination within
the required time period, 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.
Our initial stockholders will control
the election of our board of directors until consummation of our initial Business Combination and will hold a substantial interest
in us. As a result, they will elect all of our directors prior to our initial Business Combination and may exert a substantial
influence on actions requiring stockholder vote, potentially in a manner that you do not support.
Our initial stockholders
own 20% of our issued and outstanding shares of common stock. In addition, prior to our initial Business Combination, holders of
the founder shares will have the right to elect all of our directors and may remove members of the board of directors for any reason.
Holders of our public shares will have no right to vote on the election of directors during such time. These provisions of our
amended and restated certificate of incorporation may only be amended by holders of a majority of at least 90% of the issued and
outstanding shares of our common stock voting at a stockholder meeting. As a result, you will not have any influence over the election
of directors prior to our initial Business Combination.
In addition, as a result
of their substantial ownership in our company, our initial stockholders may exert a substantial influence on other actions requiring
a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate
of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of Class A
common stock in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions.
Accordingly, our initial stockholders will exert significant influence over actions requiring a stockholder vote at least until
the completion of our initial Business Combination.
A provision of our warrant agreement
may make it more difficult for us to consummate an initial Business Combination.
Unlike most blank check
companies, if
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we issue additional shares of Class A common
stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination
at an issue price or effective issue price of less than $9.20 per share of Class A common stock, (with such issue price or
effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor
or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”),
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the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination
on the date of the completion of our initial Business Combination (net of redemptions), and
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the volume weighted average trading price of our shares
of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our
initial Business Combination (such price, the “Market Value”) is below $9.20 per share,
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then the exercise price
of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger prices applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the
higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger prices applicable to our warrants
will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make
it more difficult for us to consummate an initial Business Combination with a target business.
Our warrants and founder shares may
have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial
Business Combination.
We have issued warrants
to purchase 13,800,000 shares of Class A common stock, at a price of $11.50 per whole share (subject to adjustment as
provided herein), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private
Placement an aggregate of 6,853,333 Private Placement Warrants, each exercisable to purchase one share of Class A common stock
at a price of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 10,350,000 shares
of Class B common stock. The shares of Class B common stock are convertible into shares of Class A common stock
on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor
or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans may be converted into warrants,
at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
To the extent we issue shares of Class A common stock to effectuate a Business Combination, the potential for the issuance
of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights
could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued
and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the
Business Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination
or increase the cost of acquiring the target business.
The Private Placement
Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted
transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the shares
of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may
be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable
upon exercise of these warrants) are entitled to registration rights.
Because we must furnish our stockholders
with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination
with some prospective target businesses.
The federal proxy rules
require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include
historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure
in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements
may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or U.S. GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,
or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with
the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements
in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination
within the prescribed time frame.
Compliance obligations under the
Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial
and management resources, and increase the time and costs of completing an acquisition.
Section 404 of
the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer
or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are
a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target business with which we seek to complete our initial Business Combination may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of
the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs
necessary to complete any such acquisition.
If our management team pursues a
company with operations or opportunities outside of the United States for our initial Business Combination, we may face additional
burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination,
we would be subject to a variety of additional risks that may negatively impact our operations.
While we intend to focus
our search for a target business operating in the technology industries primarily located in the United States, if our management
team pursues a company with operations or opportunities outside of the United States for our initial Business Combination,
we would be subject to risks associated with cross-border Business Combinations, including in connection with investigating,
agreeing to and completing our initial Business Combination, conducting due diligence in a foreign market, having such transaction
approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange
rates.
If we effect our initial
Business Combination with such a company, we would be subject to any special considerations or risks associated with companies
operating in an international setting, including any of the following:
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costs and difficulties inherent in managing cross-border business
operations and complying with commercial and legal requirements of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future Business
Combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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changes in local regulations as part of a response
to the COVID-19 outbreak;
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tax consequences, such as tax law changes, including
termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations
in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist
attacks, natural disasters and wars;
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deterioration of political relations with the United States;
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obligatory military service by personnel; and
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government appropriation of assets.
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We may not be able to
adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we
complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial
condition.
Risks
Relating to the Post-Business Combination Company
We may face risks related to companies
in the technology industries.
Business combinations
with companies in the technology industries entail special considerations and risks. If we are successful in completing a Business
Combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:
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an inability to compete effectively in a highly competitive
environment with many incumbents having substantially greater resources;
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an inability to manage rapid change, increasing consumer
expectations and growth;
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an inability to build strong brand identity and improve
subscriber or customer satisfaction and loyalty;
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a reliance on proprietary technology to provide services
and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology
effectively;
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an inability to deal with our subscribers’ or
customers’ privacy concerns;
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an inability to attract and retain subscribers or
customers;
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an inability to license or enforce intellectual property
rights on which our business may depend;
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any significant disruption in our computer systems
or those of third parties that we would utilize in our operations;
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an inability by us, or a refusal by third parties,
to license content to us upon acceptable terms;
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potential liability for negligence, copyright, or
trademark infringement or other claims based on the nature and content of materials that we may distribute;
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competition for advertising revenue;
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competition for the leisure and entertainment time
and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes
in consumer expectations and behavior;
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disruption or failure of our networks, systems or
technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well
as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;
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an inability to obtain necessary hardware, software
and operational support; and
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reliance on third-party vendors or service providers.
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Any of the foregoing
could have an adverse impact on our operations following a Business Combination. However, our efforts in identifying prospective
target businesses will not be limited to the technology industries. Accordingly, if we acquire a target business in another industry,
these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire,
which may or may not be different than those risks listed above.
Subsequent to our completion of our
initial Business Combination, we may be required to subsequently 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 stockholder or warrant
holder who chooses to remain a stockholder or warrant holder, respectively, following our initial Business Combination could suffer
a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction
in value.
After our initial Business Combination,
our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government
policies, developments and conditions in the country in which we operate.
The economic, political
and social conditions, as well as government policies, of the country in which our operations are located could affect our business.
Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained
in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there
may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination
and if we effect our initial Business Combination, the ability of that target business to become profitable.
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 complete such Business Combination only if the post-transaction company
owns or acquires 50% or more of the issued and 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 transaction. 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 issued and outstanding capital stock, shares or other equity securities 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 issued
and outstanding 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 shares 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 may have limited ability to assess
the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business
whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the
desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target
business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to
manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial Business
Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have
a remedy for such reduction in value.
The directors and officers
of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination
target’s key personnel could negatively impact the operations and profitability of our post-combination business. The
role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an
acquisition candidate will not wish to remain in place.
If our management following our initial
Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with
such laws, which could lead to various regulatory issues.
Following our initial Business Combination,
any or all of our management could resign from their positions as officers of the company, and the management of the target business
at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S.
securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming
familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may
adversely affect our operations.
Risks
Relating to Our Management Team
We are dependent upon our directors
and officers and their departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals. We believe that our success depends on the continued service of our directors and officers, at least
until we have completed our initial Business Combination. We do not have an employment agreement with, or key-man insurance
on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers
could have a detrimental effect on us.
Our ability to successfully effect
our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some
of whom may join us following our initial Business Combination. The loss of our or a target’s key personnel could negatively
impact the operations and profitability of our post-combination business.
Our ability to successfully
effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the
target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business
in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the management
of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial
Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals
may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time
and resources helping them become familiar with such requirements.
In addition, the directors
and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business
Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an
acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability
of our post-combination business.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide
for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of
interest in determining whether a particular Business Combination is the most advantageous.
Our key personnel may
be able to remain with our company after the completion of our initial Business Combination only if they are able to negotiate
employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously
with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of
cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such
negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal
and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However,
we believe the ability of such individuals to remain with us after the completion of our initial Business Combination will not
be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination, as we do
not expect that any of our key personnel will remain with us after the completion of our initial Business Combination. The determination
as to whether any of our key personnel will remain with us will be made at the time of our initial Business Combination.
Our directors and officers will allocate
their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our
affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination.
Our directors and officers are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between
our operations and our search for a Business Combination and their other responsibilities. We do not intend to have any full-time employees
prior to the completion of our Business Combination. Each of our directors and officers is engaged in several other business endeavors
for which he or she may be entitled to substantial compensation and our directors and officers are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors also serve as officers and/or board members for
other entities. If our directors’ and officers’ other business affairs require them to devote substantial amounts of
time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which
may have a negative impact on our ability to complete our initial Business Combination. Please see “Item 10. Directors, Executive
Officer and Corporate Governance” for a discussion of our officers’ and directors’ other business affairs.
Certain of our directors and officers
are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended
to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.
Until we consummate
our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar
business. Our Sponsor and directors and officers are also not prohibited from Sponsoring, or otherwise becoming involved with,
any other blank check companies prior to us completing our initial Business Combination, and any such involvement may result in
conflicts of interests as described below.
As described in “Item
10. Directors, Executive Officer and Corporate Governance—Conflicts of Interest,” each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to, or
otherwise have an interest in, one or more other entities pursuant to which such officer or director is or will be required to
present a Business Combination opportunity to such entities, including and any other special purpose acquisition company in which
they may become involved with. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity
which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or
she will honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present
it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may
not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
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 reasonable for us to pursue.
For a complete discussion of our officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Executive Officer and Corporate Governance,” “Item 10. Directors, Executive Officer and Corporate Governance—Conflicts
of Interest” and “Item 13—Certain Relationships and Related Party Transactions—Administrative Services
Agreement.”
Our directors, officers, security
holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted
a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary
or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have
an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our
directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in
business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.
In particular, affiliates
of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that
would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.
Risks Relating to Our Securities
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 and/or warrants, potentially at a loss.
Our public stockholders
will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an 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 (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public
shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity; and (3) the redemption of our public shares if we have not completed an initial Business Combination within 24 months
from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will a stockholder have any
right or interest of any kind to or 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
and/or warrants, potentially at a loss.
The NYSE may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us
to additional trading restrictions.
We cannot assure you
that our securities will continue to be listed on the NYSE prior to our initial Business Combination. In order to continue listing
our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share
price levels. Generally, we must maintain a minimum number of holders of our securities (generally 300 public stockholders). Additionally,
in connection with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s
initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain
the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If any of our securities
are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we
expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
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a limited availability of market quotations for our
securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock
are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent
rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities
or obtain additional financing in the future.
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The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain
securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently
qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding
of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not
aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other
than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject
to regulation in each state in which we offer our securities.
You will not be permitted to exercise
your warrants unless we register and qualify the issuance of the underlying shares of Class A common stock or certain exemptions
are available.
Pursuant to terms of
the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing
of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering
the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60
business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement
and a current prospectus relating to those Class A common stock until the warrants expire or are redeemed. We cannot assure
you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information
set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein
are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not
registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise
their warrants on a cashless basis, in which case, the number of Class A common stock that you will receive upon cashless
exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of Class A common stock
per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be
obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise
is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is
available. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not
listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash
settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register
or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance
of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the
holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely
for the shares of Class A common stock included in the units. There may be a circumstance where an exemption from registration
exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist
for holders of the public warrants included as part of the Units. In such an instance, our Sponsor and its permitted transferees
(which may include our directors and executive officers) would be able to exercise their warrants and sell the shares of Class A
common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell
the underlying shares of Class A common stock. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable
state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise
their warrants.
We may amend the terms of the warrants
in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding
public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and
the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your
approval.
Our warrants will be
issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to
the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to the Initial Public
Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under
the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not
adversely affect the interest of the registered holders of the warrants, provided that the approval by the holders of at least
65% of the then outstanding public warrants is required to make any change that adversely affects the interests of the registered
holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders
of at least 65% of the then outstanding public warrants approve of such amendment and, solely with respect to any amendment to
the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants,
65% of the number of the then outstanding Private Placement Warrants. Although our ability to amend the terms of the public warrants
with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period
or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability
to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01
per warrant if, among other things, last reported sale price of Class A common stock for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise
your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your
warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal
redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than
the market value of your warrants.
In addition, we have
the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price
of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case,
the holders will be able to exercise their warrants prior to redemption for a number of shares of Class A common stock determined
based on the redemption date and the fair market value of our Class A common stock. Any such redemption may have similar consequences
to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”
in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock
had your warrants remained outstanding. The value received upon exercise of the warrants (1) may be less than the value the
holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and
(2) may not compensate the holders for the value of the warrants, including because the number of shares of Class A common
stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of
the remaining life of the warrants.
Because each unit contains one-third
of one warrant and only a whole warrant may be exercised, the units may be worth less than Units of other blank check companies.
Each unit contains one-third of
one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole
warrants will trade. This is different from other offerings similar to ours whose units include one share of Class A common
stock and one whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components
of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since
the warrants will be exercisable in the aggregate for a third of the number of shares compared to Units that each contain a whole
warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses.
Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction
of one whole warrant to purchase one whole share.
Our warrant agreement designates the
courts of the State of New York or the United States District Court for the Southern District of New York as the
sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could
limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement
provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any
way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to
such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the
foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and
exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to
have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which
is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York
or the United States District Court for the Southern District of New York (a “NY foreign action”) in the
name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located in the State of New York in connection with any action brought in any such court to enforce
the forum provisions (a “NY enforcement action”), and (y) having service of process made upon such warrant holder
in any such NY enforcement action by service upon such warrant holder’s counsel in the NY foreign action as agent for such
warrant holder.
This choice-of-forum provision
may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable
or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated
with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
Our amended and restated certificate
of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of
actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain
a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.
Our amended and restated
certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative
action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by
any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting
any such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising
pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting
a claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as to each of
(1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination) or (b) which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities
laws, for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or
entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and
to have consented to the forum provisions in our amended and restated certificate of incorporation. If any action the subject matter
of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a
“foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any
such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such
stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for
such stockholder.
This forum selection
clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable
and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining to
enforce this forum selection clause is low, if a court were to determine the forum selection clause to be inapplicable or unenforceable
in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction,
which could have a negative impact on our results of operations and financial condition and result in a diversion of the time and
resources of our management and board of directors.
Provisions in our amended and restated
certificate of incorporation may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our Class A common stock and could entrench management.
Our amended and restated
certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider
to be in their best interests. These provisions include staggered board of directors, the ability of the board of directors to
designate the terms of and issue new series of preferred stock, and the fact that prior to the completion of our initial Business
Combination only holders of our shares of Class B common stock, which are held by our initial stockholders, are entitled to
vote on the election of directors, which may make more difficult the removal of management and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject
to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium
over prevailing market prices for our securities.
General
Risk Factors
We are a newly incorporated company
with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business
objective.
We are a newly incorporated company with
no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial Business Combination with one or more target businesses. We have no plans, arrangements
or understandings with any prospective target business concerning a Business Combination and may be unable to complete our initial
Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.
Past performance by our management
team and their affiliates may not be indicative of future performance of an investment in the company.
Information regarding performance by our
management team and their affiliates is presented for informational purposes only. Past performance by our management team and
their affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business
Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical
record of our management team or their affiliates or any related investment’s performance as indicative of our future performance
of an investment in the company or the returns the company will, or is likely to, generate going forward.
We are an emerging growth company
and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive
to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging
growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information
they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to
lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million
as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the
end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these
exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading
prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out
of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Additionally, we are
a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value
of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal
quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market
value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second
fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.