Item
1. Business
Overview
We are an early stage blank
check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our “initial
business combination”.
While we may pursue an acquisition
in any business industry or sector, we are concentrating our efforts on identifying businesses in the leisure, gaming and hospitality
industries with an enterprise value exceeding $750 million, with particular emphasis on businesses that are well-positioned for
growth. In addition, we are capitalizing on the ability of our management team to identify, acquire, and manage a business in the leisure,
gaming and hospitality industries that can benefit from their experience and differentiated global network.
Business Strategy
Our business strategy is to
utilize our management team’s extensive operational expertise and robust network of industry contacts, including C-suite executives,
investors, investment bankers, operating partners, other financial firms, brokers and lenders to identify and acquire a target business
within the leisure, gaming and hospitality industries and, after our initial business combination, implement an operating strategy with
a view of creating exceptional value for our stockholders through growth, repositioning, operational improvements, capital infusion or
future acquisitions.
Our focus on value creation
is driven by a disciplined approach to comprehensive due diligence, thoughtful underwriting and deep strategic analysis, resulting in
a thorough evaluation of each investment opportunity. We expect that our management team will leverage its expertise, longstanding relationships,
network of industry connections and what we believe to be their ability to uncover attractive opportunities in the leisure, gaming and
hospitality industries to source several financially viable opportunities, from which we will refine and select the opportunity that we
believe presents the best short and long term value for our stockholders to form our initial business combination.
We intend to identify and
acquire a business within the leisure, gaming and hospitality industries with an overall transaction value that exceeds $750 million.
We believe that these industries represent attractive target markets given the size, breadth and prospects for growth that exist following
the current COVID-19 pandemic. We believe that the COVID-19 pandemic will reset the valuations and growth opportunities in these
industries. We believe that there will be favorable macro demographic trends and a strengthening economy over the next six to twelve months,
creating favorable acquisition opportunities. Further, we believe that there are many opportunities in the current environment, with many
potential target companies that would make excellent acquisition candidates. Our management team seeks to identify business combination
targets that would significantly benefit from the infusion of strategic growth capital, the strategic leadership of our management team
or from becoming a publicly listed company or targets which would significantly benefit from capital infusions for working capital purposes,
strategic acquisitions or restructuring of debt.
Our Management Team
We seek to capitalize on the
extensive experience and contacts of the members of our board of directors and management team, including Bradley Tusk, our Chairman,
Christian Goode, our Chief Executive Officer, and Edward Farrell, our Chief Financial Officer, to identify, evaluate, and acquire a target
business.
Bradley Tusk is
a venture capitalist, political strategist, philanthropist and writer. Since 2015, he has served as Chief Executive Officer and co-founder of
Tusk Ventures, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries, and as
co-founder and Chairman of Ivory Gaming Group, a casino management company. He has also served as founder and Chief Executive Officer
of Tusk Strategies, a political consulting firm, since 2010.
Christian Goode has
served as co-founder and Chief Executive Officer of Ivory Gaming Group, since January 2015. From October 2011 to January 2015, Mr. Goode
was President of Genting Americas, the U.S. subsidiary of The Genting Group, a global conglomerate. From September 2010 to October 2011,
he served as the Chief Financial Officer of Resorts World Casino, where he was responsible for the development of the Resorts World New
York City project that opened in 2011. From August 2007 to September 2010, Mr. Goode was a partner with G. Michael Brown & Associates,
a gaming industry focused advisory firm. He has also served as Controller and Director of Legal Compliance for several casinos, including
Seneca Gaming Corporation (from February 2006 to August 2007) and Penn National Gaming, Inc. (from August 2005 to February 2006).
Edward Farrell has
worked in the casino industry for over 30 years. From January 2016 to June 2020, Mr. Farrell served as Chief Financial Officer and
President of Genting Americas where he oversaw operations in North America for The Genting Group. From June 2011 to May 2019, he served
as the President of Resorts World Las Vegas, Resorts World Miami, Resorts World Bimini and Resorts World Casino New York City. Mr. Farrell
worked at the MGM Reno from September 1987 to November 1988 and participated in the opening of several casino properties, including The
Mirage in Las Vegas in 1989. He served as Senior Vice President of Finance for Foxwoods and MGM at Foxwoods in southern Connecticut from
May 2009 to November 2010. He served on the board of directors of Resorts World Miami and Resorts World Bimini from November 2014 to June
2020.
For more information on the
experience and background of our management team, see the section entitled “Item 10. Directors, Executive Officers and Corporate
Governance”.
Business Combination Criteria
Consistent with our business
strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target
businesses. We use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter
into our initial business combination with a target business that does not meet these criteria and guidelines. We seek to acquire companies
that we believe have the following characteristics:
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Appropriate Enterprise Value. We are seeking candidates
that have a current enterprise value in excess of $750 million without excessive leverage.
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Competitive market position. We are seeking candidates
that operate in markets with strong fundamentals. We evaluate the strength of each market based on several factors including
competitive dynamics, demand drivers, projected supply growth, and barriers to entry.
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Recognizable brand/asset in a strategic location. We are seeking candidates that possess a recognizable consumer brand and are located in a desirable strategic location.
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Strong target management teams. We are seeking candidates that have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions, and generating strong free cash flow. We diligence a target company’s leadership team to evaluate if there are areas that need to be improved or require additional personnel.
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Utilize our management team’s operating expertise. We are focusing on investments in companies whose performance and operations can benefit from by our management and strategic operating team’s expertise, including improving operations with enhanced managing capabilities and growing leisure, gaming & hospitality companies. We are utilizing the depth of our industry relationships to find personnel who supplement and enhance the existing management team’s expertise. This could take the form of helping to identify revenue-generating strategies, sales and marketing efforts, evaluating strategic partnerships, or rationalization of expenses.
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Utilize our management team’s marketing expertise. The casino industry is, in many ways, stagnant. Casinos compete with each other constantly but almost always in the same, conventional ways. In addition to having significant experience handling marketing and communications for multiple gaming entities, our team’s exposure to other sectors like technology, politics and media offers the ability to rethink how casinos could appeal to new customers and drive outsized growth. We seek candidates that can benefit from this expertise.
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Ready for the next phase of growth. We are seeking candidates that we believe we can help grow strategically, including where an acquisition or robust expansion may help facilitate growth. We believe that we are well-positioned to evaluate and improve a target company’s growth prospects and to help them realize the opportunities. We are targeting candidates that we believe will benefit from capital investment to renovate, revitalize, or transform the current business.
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Opportunities for bolt-on acquisitions. We intend to acquire one or more businesses that we can grow both organically and through acquisitions. We believe that our ability to significantly enhance operations and develop business models that result in long term sustainable growth will allow us to create a platform that can grow through future add-on acquisitions.
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Appropriate valuations. We intend to be a disciplined and valuation-centric investor and invest on terms that we believe provide significant upside potential with limited downside risk.
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These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event
that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business
combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents, as applicable,
that we would file with the SEC. In evaluating a prospective target business, we conduct a due diligence review which encompasses, among
other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of
facilities, as well as reviewing financial and other information which will be made available to us.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial business combination is not ultimately completed results in
our incurring losses and reduces the funds we can use to complete another business combination. The company does not pay any consulting
fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial
business combination.
Initial Business Combination
Nasdaq rules and our amended
and restated certificate of incorporation require that we must complete one or more business combinations having an aggregate fair market
value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial
business combination. Our board of directors will make the determination as to the fair market value of our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain
an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the
satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination
of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
We anticipate structuring
our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order
to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders
prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations
ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a
substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100%
controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately
prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net
assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based
on the aggregate value of all of the target businesses.
We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination
using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, the proceeds
of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements
we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a
combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.
If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the
cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the
post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.
To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth
we may be affected by numerous risks inherent in such company or business. Although our management will assess the risks inherent in a
particular target business with which we may combine, there is no assurance that this assessment will result in our identifying all risks
that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to
control or reduce the chances that those risks will adversely affect a target business.
We may need to obtain additional
financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds
held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business
combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no
prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently
a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities,
the incurrence of debt or otherwise.
We filed a Registration Statement
on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting
or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Sourcing of Potential Initial Business Combination Targets
We believe our management
team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential
initial business combination targets. Over the course of their careers, the members of our management team and our directors have developed
a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and
entrepreneurs. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, the
reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience
of our management team in executing transactions under varying economic and financial market conditions.
This network has provided
our management team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where
a limited group of investors were invited to participate in the sale process. We believe that this network will provide us with multiple
investment opportunities. In addition, we expect that target business combination candidates will continue to be brought to our attention
by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business
enterprises seeking to divest non-core assets or divisions.
We may engage the services
of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage
a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be
available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our
best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee
will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors,
or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior
to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type
of transaction that it is).
We pay our sponsor $10,000
per month for office space, secretarial and administrative services provided to members of our management team and reimburse our sponsor
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Upon completion of
our initial business combination or our liquidation, we will cease paying these monthly fees. Other than the foregoing, there will be
no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to
our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered
in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing
the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or a valuation or appraisal firm stating that such an initial business combination is fair to our company from a financial
point of view.
Members of our management
team and our independent directors currently own, directly or indirectly, founder shares and/or private placement warrants and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then
current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business
combination opportunity to such other entity. 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 the company and such opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity
to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.
In addition, our sponsor and
our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment, even prior to us entering into a definitive agreement for our initial business combination. Any such companies, businesses
or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that
any such potential conflicts would materially affect our ability to complete our initial business combination.
Financial Position
With funds available for a
business combination initially in the amount of $289,505,544 (as of December 31, 2020), assuming no redemptions and after payment of $10,500,000
of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because
we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.
Lack of Business Diversification
For an indefinite period of
time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited Ability to Evaluate the Target’s Management Team
Although we closely scrutinize
the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that
business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may
not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our
management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of
the members of our management team will remain with the combined company will be made at the time of our initial business combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, there is no assurance that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.
There is no assurance that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. There is no assurance that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.
Stockholders May Not Have the Ability to Approve Our Initial Business
Combination
We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated certificate
of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide
to seek stockholder approval for business or other legal reasons.
Presented in the table below
is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required
under Delaware law for each such transaction.
TYPE OF TRANSACTION
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WHETHER STOCKHOLDER APPROVAL IS REQUIRED
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Purchase of assets
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No
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Purchase of stock of target not involving a merger with the company.
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No
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Merger of target into a subsidiary of the company.
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No
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Merger of the company with a target
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Yes
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Under Nasdaq’s listing
rules, stockholder approval would be required for our initial business combination if, for example:
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we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding;
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any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or
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the issuance or potential issuance of common stock will result in our undergoing a change of control.
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Permitted Purchases 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, initial stockholders, directors, executive officers or their affiliates may purchase shares or public
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. There is no limit on the number of shares our initial stockholders, directors, officers or their affiliates may purchase
in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or
intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds
in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they
will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed
to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor,
initial stockholders, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders
who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections
to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will
comply with such rules.
The purpose of any such purchases
of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder
approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been
possible.
In addition, if such purchases
are made, the public “float” of our Class A common stock or public warrants may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our sponsor, initial stockholders,
officers, directors and/or their affiliates may identify the stockholders with whom our initial stockholders, officers, directors or their
affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption
requests submitted by stockholders (in the case of Class A common stock) following our mailing of proxy materials in connection with our
initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they
would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata
share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy
with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related
to our initial business combination. Our sponsor, executive officers, directors or any of their affiliates will select which stockholders
to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only
purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor,
officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of
the Exchange Act to the extent such purchases are subject to such reporting requirements.
Redemption Rights for Public Stockholders upon Completion of
Our Initial Business Combination
We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in
the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to
the limitations and on the conditions described herein. The amount in the trust account as of December 31, 2020 is approximately $10.00
per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the representative of the underwriters. Our initial stockholders, sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares and public shares they may hold in connection with the completion of our initial business combination.
Limitations on Redemptions
Our amended and restated certificate
of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common
stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination
or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through
loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Manner of Conducting Redemptions
We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote
by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or
conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange
listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with
our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend
our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing
for our securities on Nasdaq, we will be required to comply with Nasdaq’s stockholder approval rules.
The requirement that we provide
our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above are contained in provisions
of our amended and restated certificate of incorporation and apply whether or not we maintain our registration under the Exchange Act
or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote thereon. If
we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the opportunity
to redeem their public shares in connection with a stockholder meeting.
If we provide our public stockholders
with the opportunity to redeem their public shares in connection with a stockholder meeting, we will:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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file proxy materials with the SEC.
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If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the
Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased after our initial
public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For
purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder
shares, we would need only 11,250,001, or 37.5%, of the 30,000,000 public shares sold in the initial public offering to be voted in favor
of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted).
These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate
our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for
or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve
the proposed transaction.
If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
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file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible
assets to be less than $5,000,001. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender
offer and not complete the initial business combination.
Upon the public announcement
of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to
comply with Rule 14e-5 under the Exchange Act.
We intend to require our public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer
agent electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian (the “DWAC”) system, prior
to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be
up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions
in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit
a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of
such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares
in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery
requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication
or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed
initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates
or shares delivered by public stockholders who elected to redeem their shares.
Our amended and restated certificate
of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration
to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common
stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination
or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through
loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on Redemption Upon Completion
of Our Initial Business Combination If We Seek Stockholder Approval
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 provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent.
Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in the initial public offering could
threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium
to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than
20% of the shares sold in the initial public offering without our prior consent, we believe we will limit the ability of a small group
of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection
with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of
cash.
However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Delivering Stock Certificates in Connection with the Exercise
of Redemption Rights
As described above, we intend
to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in
“street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver
their shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender
offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal
to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to
require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent
two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender
offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would
have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time
we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it
wishes to seek to exercise its redemption rights. In the event that a stockholder fails to comply with these or any other procedures disclosed
in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it
is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated
with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer
agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether
or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption
rights regardless of the timing of when such delivery must be effectuated.
Any request to redeem such
shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently
decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return
the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing
to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial proposed business
combination is not completed, we may continue to try to complete an initial business combination with a different target by October 5,
2022.
Redemption of Public Shares and Liquidation
if No Initial Business Combination
Our amended and restated certificate
of incorporation provides that we will have only 24 months from the closing of the initial public offering to complete our initial
business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to complete our initial business combination within the 24-month time period.
Our initial stockholders, sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have waived 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 the initial public offering or any extended period of time that we may have to consummate an initial business
combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders,
sponsor or management team acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted
24-month time period.
Our initial stockholders, sponsor,
officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and
restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our initial business combination by October 5, 2022 or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their
public shares 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 earned on the funds held in the trust account (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of
public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption
of our public shares at such time.
We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from the approximately
$ 1,173,271 of proceeds held outside the trust account (as of December 31, 2020), although there is no assurance that there will be sufficient
funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan
of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee
to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of the initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the
dissolution of the trust, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00.
The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority
than the claims of our public stockholders. There is no assurance you that the actual per-share redemption amount received by stockholders
will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against
us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must
be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts,
if any, there is no assurance that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we have sought and
will continue to 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, there is no guarantee that they
will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust
account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims
challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including
the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the
trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an
agreement with such third party if management believes that such third party’s engagement would be in the best interests of the
company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include
the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing
to execute a waiver. The underwriters of the initial public offering and our independent registered public accounting firm will not execute
agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public
share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if
less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked
our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds
to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, there
is no assurance that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against
the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public
share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share
in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the
trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or
that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take 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. Accordingly, there is no assurance
that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
We will seek to reduce the
possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our
indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.
We have access to up to approximately $ 1,173,271 from the proceeds of the initial public offering held outside of the trust account (as
of December 31, 2020) with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims
made by creditors.
Under 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 by October 5, 2022 may be considered a liquidating distribution under Delaware law.
Delaware law provides that if the 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.
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 by October 5, 2022, is not considered a liquidating distribution under Delaware law and such redemption
distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances
that are currently unknown), 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. If we are
unable to complete our initial business combination by October 5, 2022, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly,
it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore,
we do not intend to comply with those procedures. 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 well beyond the third anniversary of such
date.
Because we will not be complying
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 subsequent 10 years. However,
because we are a blank check company, rather than an operating company, and our operations are 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, etc.) or prospective
target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we have sought and will continue
to seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation,
the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability
extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in
the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the initial public
offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to
be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
If 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, there is no assurance we will be able to
return $10.00 per share to our public stockholders. Additionally, if 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. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims
of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. There is no assurance
that claims will not be brought against us for these reasons.
Our public stockholders will
be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete
our initial business combination by October 5, 2022, (ii) in connection with a stockholder vote to amend our amended and restated certificate
of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination by October 5, 2022 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.
In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder
approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such
stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated certificate of
incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we have encountered, and may continue to encounter competition from
other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups
and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well
established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many
of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses
is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target
business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may
reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination.
Facilities
We currently utilize office
space at 251 Park Avenue South, 8th Floor, New York, New York 10010 from our sponsor and the members of our management team and reimburse
our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Commencing
on October 1, 2020, we have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative services
provided to members of our management team. We consider our current office space adequate for our current operations.
Employees
We currently have two executive
officers. These individuals are not obligated to devote any specific number of hours to our matters but they devote as much of their time
as they deem necessary to our affairs and intend to continue doing so until we have completed our initial business combination. The amount
of time they devote in any time period may vary based on whether a target business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion
of our initial business combination.
Periodic Reporting and Financial Information
Our units, Class A common stock
and warrants are registered under the Exchange Act and we have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, this Report contains financial statements audited
and reported on by our independent registered public accountants.
We will provide stockholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame. There is no assurance that any particular target business identified by us as a potential business combination candidate will
have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able
to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be
met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.
We will be required to evaluate
our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. 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 have our internal control procedures audited. A target business may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We filed a Registration Statement
on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting
or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are an “emerging growth
company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 non-binding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be
a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of
the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial
public offering, or October 5, 2025, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we
are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds
$700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period.