and our wholly owned subsidiary (Merger Sub), and Hyzon Motors, Inc., a Delaware corporation (Hyzon), pursuant to which Merger Sub will be merged with and
into Hyzon (the Merger, together with the other transactions related thereto, the Proposed Transactions), with Hyzon surviving the Merger as our wholly owned subsidiary. The parties expect the Proposed
Transactions to be completed in the second quarter of 2021, subject to, among other things, the approval of the Proposed Transactions by the Companys stockholders, satisfaction of the conditions stated in the Business Combination Agreement and
other customary closing conditions. Please see the Form 8-K filed with the SEC on February 9, 2021 for additional information.
Risks and Uncertainties
The Sponsor continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded
that while it is reasonably possible that the virus could have a negative effect on the Companys financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of
these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note
6Stockholders Equity
Common Stock
On October 19, 2020, the Company amended and restated its certificate of incorporation to, among other things, increase the number of
authorized shares of Class A common stock from 200,000,000 to 250,000,000. The authorized common stock of the Company includes up to 250,000,000 shares of Class A common stock with a par value of $0.0001 per share and 20,000,000 shares of
Class B common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of
Class A common stock which the Company is authorized to issue at the same time as the Companys stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial
Business Combination. Holders of the Companys common stock are entitled to one vote for each share of common stock. At March 31, 2021, and December 31, 2020, there were 22,572,502 and 22,572,502 shares, respectively, of Class A
common stock issued and outstanding, of which 17,410,551 and 17,521,688 shares, respectively, were subject to possible redemption. At March 31, 2021 and December 31, 2020, there were 5,643,125 and 5,643,125 shares, respectively, of
Class B common stock issued and outstanding, which reflects that on September 18, 2020, October 7, 2020, October 8, 2020 and December 3, 2020, the Sponsor returned 2,875,000, 1,437,500, 1,437,500 and 106,875 Founder Shares,
respectively, to the Company at no cost.
The Sponsor and an affiliate of the Companys chief executive officer agreed to forfeit up
to an aggregate of 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option was not exercised in full by the
underwriters so that the Founder Shares would represent 20.0% of the Companys issued and outstanding shares after the Initial Public Offering. As a result of the underwriters election to partially exercise their over-allotment option,
106,875 Founder Shares were forfeited.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and
other rights and preferences as may be determined from time to time by the Companys board of directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.
Warrants
Each whole
Warrant entitles the holder thereof to purchase one share of the Companys Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus for the Initial Public
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