Notes
to the Financial Statements
(Unaudited)
Note
1 – Description of Organization and Business Operations
Good
Works Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24, 2020. The Company is a blank check
company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).
The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with
early stage and emerging growth companies.
As
of September 30, 2020, the Company had not commenced any operations. All activity for the period from June 24, 2020 (inception)
through September 30, 2020 relates to the Company’s formation and initial public offering (“Public Offering”
of “IPO”), which is described below. The Company will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income
from the proceeds derived from the Public Offering and placed in the Trust Account (defined below). The Company has selected December
31 as its fiscal year end.
Public
Offering
The
Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of common stock included
in the Units being offered, the “Public Shares”) at $10.00 per Unit on October 22, 2020. Simultaneous with the closing
of the Public Offering, the Company completed the sale of 228,000 Private Units (the “Private Units”) at a price of
$10.00 per Private Unit in a private placement to certain funds and accounts managed by Magnetar Financial LLC, Mint Tower Capital
Management B.V., Periscope Capital Inc., and Polar Asset Management Partners Inc. (collectively, the “Anchor Investors”).
In
connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment
Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Over-Allotment Units”),
if any. On October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise
of the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant
to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment
Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled
the remainder of the Over-Allotment Option. In connection with the cancellation of the remainder of the Over-Allotment Option,
on November 17, 2020, the Company cancelled an aggregate of 62,500 shares of common stock issued to I-B Good Works LLC, the Company’s
sponsor (“Sponsor”).
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering
and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the
Trust Account (as defined below) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement
to enter into an initial Business Combination. The Company will only complete a 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 1940, as
amended (the “Investment Company Act”). Management agreed that an amount equal to at least $10.00 per Unit sold in
the Public Offering will be held in a trust account (“Trust Account”), located in the United States and invested
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with
a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund
selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as
described below.
The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity
to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as
to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the
Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion
of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In the event of
a complete liquidation of the Company, the Trust Account could be further reduced by up to $100,000 for expenses of the liquidation).
There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The
Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion
of the Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets
of at least $5,000,001 immediately before or after such consummation of a Business Combination and, if the Company seeks stockholder
approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required
by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”)
and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement
prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company
decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with
a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
approval in connection with a Business Combination, the Sponsor, an affiliate of I-Bankers Securities, Inc.(“I-Bankers Securities”),
the representative of the underwriters for the Company’s Public Offering, and the Company’s management and directors
have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering (a) in favor
of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a
Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally,
each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or don’t vote at all.
Sponsor
and the Company’s management and Directors have agreed (a) to waive their redemption rights with respect to their Founder
Shares and any Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their
rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate
a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that
would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business
Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company
does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment.
The
Company will have until 21 months from the closing of the Public Offering to complete a Business Combination (the “Combination
Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 and not previously released to the Company
to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In
order to protect the amounts held in the Trust Account, Sponsor has agreed to be liable to the Company if and to the extent any
claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per
Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest
or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of Public Offering against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The
Company will seek to reduce the possibility that the 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 the Company
does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held
in the Trust Account.
Liquidity and Capital Resources
As of September 30, 2020,
we had $61,815 of cash and cash equivalents and a working capital deficit of approximately $198,000.
We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate
of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less
than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become
obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may
issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities
laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to
complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations
and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need
to obtain additional financing in order to meet our obligations.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic
and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial
position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the
date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
Note
2 – Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements are presented in in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting
only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial
position as of September 30, 2020 and the results of operations and cash flows for the period presented and should be read in
conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on October 20, 2020,
as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on October 28, 2020. The interim results for
the period from June 24, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected
for the year ending December 31, 2020 or for any future periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.
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.
The Company has 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, the Company, 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 the Company’s
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.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash
and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash
equivalents. The Company did not have any cash equivalents as of September 30, 2020.
Deferred
Offering Costs
Deferred
offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are
directly related to the Public Offering and that will be charged to stockholder’s equity upon the completion of the Public
Offering.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more
likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for
interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by
major taxing authorities since inception.
The
provision for income taxes was deemed to be immaterial for the three month period ended September 30, 2020 and for the period
from June 24, 2020 (inception) to September 30, 2020.
Net
Loss Per Common Share
Net
loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the
period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect
of an aggregate of 562,500 shares of common stock that are subject to forfeiture if the over-allotment option is not
exercised by the underwriters.
At September
30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted
into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as
basic loss per share for the periods presented.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2020, the Company has not
experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily
due to their short-term nature.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s financial statements.
Note
3 – Private Placement
On
October 22, 2020, simultaneously with the closing of the Public Offering, the Anchor Investors purchased an aggregate of 228,000
Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,280,000, in a private placement that
occurred simultaneously with the closing of the Public Offering. Each Private Unit consists of one share of common stock (“Private
Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase
one share of common stock at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the Private Units
were added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption
of the Public Shares (subject to the requirements of applicable law).
Note
4 – Related Party Transactions
Founder
Shares
In
July 2020, Sponsor, and our officers and directors (collectively, the “Founders”) purchased an aggregate of 4,312,500 shares
(the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In August 2020,
certain of our initial stockholders forfeited 1,355,000 Founder Shares and the Anchor Investors purchased 1,355,000 Founder Shares
for an aggregate purchase price of approximately $7,855, or approximately $0.006 per share. In October 2020, Sponsor forfeited
an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity managed by Management, purchased
from the Company 562,500 shares for a purchase price of $163,125. The Founder Shares include an aggregate of up to 562,500 shares
subject to forfeiture by Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in
part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued and outstanding shares
after the Public Offering (assuming the Founders or Anchor Investors do not purchase any Public Shares in the Public Offering).
On November 17, 2020, the underwriters canceled the remainder of the Over-Allotment Option. In connection with the cancellation
of the remainder of the Over-Allotment Option, the Company cancelled an aggregate of 62,500 shares of common stock issued to Sponsor.
Of
the Founder Shares, several of the Founders are holding an aggregate of 750,000 shares which they have agreed to contribute to
a not-for-profit organization that is mutually acceptable to them and the Company’s board of directors within six months
after the Public Offering or such shares will be forfeited and cancelled.
The
Founders and Anchor Investor have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder
Shares until the earlier of earlier of (1) one year after the completion of the Business Combination and (2) the date
on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after
the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of
common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination,
the Founder Shares will be released from the lock-up.
Promissory
Note — Related Party
On
June 30, 2020, the Company issued an unsecured promissory note to IBS Holding Corporation (the “Promissory Note”),
an affiliate of the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $432,500, of which
$135,000 was outstanding under the Promissory Note as of September 30, 2020. The Promissory Note was non-interest bearing
and was payable on the earlier of (i) the consummation of the Public Offering or (ii) the date on which the Company
determined not to proceed with the Public Offering. On October 22, 2020, the Company repaid the outstanding borrowings under the
Promissory Note amounting to $135,000 from the proceeds of the IPO not being placed in the Trust Account.
Related
Party Loans
In
addition, in order to finance transaction costs in connection with a Business Combination, Sponsor and its designees may, but
are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to
the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Units of
the post Business Combination entity at a price of $10.00 per Private Unit. The Private Units would be identical to the Private
Units issued in the Private Placement. At September 30, 2020, no Working Capital Loans have been issued.
Administrative
Support Agreement
The
Company has agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s consummation
of a Business Combination and the liquidation of the Trust Account, to pay an affiliate of one of the Company’s executive
officers $5,000 per month for office space, utilities and secretarial and administrative support. At September 30, 2020, the Company
has accrued no such expenses.
Note
5 – Commitments
Registration
Rights
The
holders of the Founder Shares, as well as the holders of the Private Units and any Private Warrants or Private Units that may
be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration
rights pursuant to an agreement that was signed on the effective date of Public Offering. The holders of a majority of these securities
are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders
Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares
of common stock are to be released from escrow. The holders of a majority of the Founder Shares, Private Units and Private Warrants
or Private Units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration
rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of Public Offering to purchase up to 2,250,000 additional
Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions.
On
October 26, 2020, the underwriters purchased an additional 1,500,000 Over-Allotment Units pursuant to the partial exercise of
the Over-Allotment Option. On November 17, 2020, the underwriters purchased an additional 500,000 Over-Allotment Units pursuant
to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment
Unit, generating aggregate additional gross proceeds of $20,000,000 to the Company. On November 17, 2020, the underwriters canceled
the remainder of the Over-Allotment Option.
The
Company paid a fixed underwriting discount of $450,000 to the underwriters at the closing of the Public Offering.
Business
Combination Marketing Agreement
The
Company engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding
meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce
the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business
Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its
press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc.
a cash fee for such services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds
of Public Offering (exclusive of any applicable finders’ fees which might become payable).
Note
6 – Stockholders’ Equity
Common
Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per
share. At September 30, 2020, there were 4,312,500 shares of common stock issued and outstanding, of which an aggregate of
up to 562,500 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not
exercised in full or in part, so that the Founders and Anchor Investors will collectively own 20% of the Company’s issued
and outstanding common stock after the Public Offering (assuming no purchases of any Public Shares in the Public Offering and
excluding the Private Units).
Warrants —
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or
(b) 12 months from the closing of the Public Offering. No warrants will be exercisable for cash unless the Company has an
effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a
current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering
the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following
the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption
is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on
a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation.
Once
the warrants become exercisable, the Company may redeem the Public Warrants:
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in
whole and not in part;
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at
a price of $0.01 per warrant;
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upon
not less than 30 days’ prior written notice of redemption;
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if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period
commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption
to warrant holders; and
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if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.
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If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The
Private Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private
Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable
or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long
as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than
the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the Public Warrants.
The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances
including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise
prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete
a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of
warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
8. Subsequent
Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial
statements were issued. Other than as described below and in these unaudited condensed financial statements in relation to the
Public Offering (Note 1), Private Placement (Note 3), and forfeiture of founder shares (Notes 1 and 4) and related transactions,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
In
October 2020, Sponsor forfeited an aggregate of 562,500 founder shares for no consideration, and GW Sponsor 2, LLC, an entity
managed by Management, purchased from the Company 562,500 shares for a purchase price of $163,125, which was payable on or before
the closing of the Public Offering.