Item
1.A. Risk Factors.
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision
to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially
adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of,
or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition
and operating results.
Risks
Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination
Our
Public Stockholders may not be afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete
our initial Business Combination even though a majority of our Public Stockholders do not support such a combination.
We
may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other
reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require
us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration
in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our
outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable law or
stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders
to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors,
such as the timing of the transaction. Accordingly, we may consummate our initial Business Combination even if holders of a majority
of our outstanding Public Shares do not approve of the Business Combination we consummate.
If
we seek stockholder approval of our initial Business Combination, our Sponsor, officers and directors have agreed to vote in favor of
such initial Business Combination, regardless of how our Public Stockholders vote.
Unlike some other blank check companies in which the initial stockholders
agree to vote their Founder Shares (as defined below) in accordance with the majority of the votes cast by the Public Stockholders in
connection with an initial Business Combination, our Sponsor and each of our officers and directors have agreed (and their permitted transferees
will agree) to vote any Founder Shares and any Public Shares held by them in favor of our initial Business Combination. As a result, in
addition to our initial stockholders’ Founder Shares and taking into account the forfeiture of 1,443,750 Founder Shares, we would
need 14,437,501, or 37.5% (assuming all issued and outstanding shares are voted), or 2,406,251, or 6.25% (assuming only the minimum number
of shares representing a quorum are voted), of the 38,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of
a transaction, in order to have such initial Business Combination approved. We expect that our initial stockholders and their permitted
transferees will own at least 20% of our outstanding shares of common stock at the time of any such stockholder vote. Accordingly, if
we seek stockholder approval of our initial Business Combination, it is more likely that the necessary stockholder approval will be received
than would be the case if our initial stockholders and their permitted transferees agreed to vote their Founder Shares in accordance with
the majority of the votes cast by our Public Stockholders.
Your
only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek stockholder approval of such Business Combination.
Since
our board of directors may complete a Business Combination without seeking stockholder approval, Public Stockholders may not have the
right or opportunity to vote on the Business Combination. Accordingly, if we do not seek stockholder approval, your only opportunity
to affect the investment decision regarding a potential Business Combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our Public Stockholders
in which we describe our initial Business Combination.
The
ability of our Public Stockholders to redeem their Public Shares for cash may make our financial condition unattractive to potential
Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.
We
may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many Public Stockholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the
deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with
a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial
Business Combination. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets
to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement which may be contained in
the agreement relating to our initial Business Combination. Consequently, if accepting all properly submitted redemption requests would
cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described
above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business
Combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant
to enter into a Business Combination transaction with us. If we are able to consummate an initial Business Combination, the per-share value
of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.
The
ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable Business Combination or optimize our capital structure.
At
the time we enter into an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption
rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust
Account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares is submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust
Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances
or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most
desirable Business Combination available to us or optimize our capital structure.
The
ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If
our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price
or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be
unsuccessful increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the
Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock
in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account.
In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our
redemption until we liquidate or you are able to sell your stock in the open market.
The
requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business
Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
Business Combination on terms that would produce value for our stockholders.
Any
potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete
our initial Business Combination within 24 months from the closing of the Initial Public Offering. Consequently, such target business
may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination
with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk
will increase as we get closer to the end of the timeframe described above. In addition, we may have limited time to conduct due diligence
and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.
We
may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive
only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our
Sponsor, officers and directors have agreed that we must complete our initial Business Combination within 24 months from the closing
of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within
such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both
in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit
our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased market liquidity
and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may
negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described in
this ‘‘Risk Factors’’ section, such as those related to the market for our securities and cross-border transactions.
If
we have not completed our initial Business Combination within such time period or during any extended period of time that the Company
has to consummate a Business Combination (an “Extension Period”), we will: (1) cease all operations except for the purpose
of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable, and less 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 (3) 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. In such case, our Public
Stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will
expire worthless. Please see “— If third parties bring claims against us, the proceeds held in the Trust Account could be
reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors
herein.
Our
search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially
adversely affected by the coronavirus (COVID-19) outbreak and other events and the status of debt and equity markets.
In
March 2020 the World Health Organization characterized the COVID-19 outbreak as a “pandemic.” The COVID-19 outbreak
has, and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the
economies and financial markets worldwide, and the operations and financial position of any potential target business with which we consummate
a Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if
ongoing concerns relating to COVID-19 continue to restrict travel; limit the ability to have meetings with potential investors or
the target company’s personnel; or prevent vendors and services from being able to negotiate and consummate a transaction in a
timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of
global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target
business with which we ultimately consummate a Business Combination, may be materially adversely affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted
by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing
being unavailable on terms acceptable to us or at all.
If
we seek stockholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective
affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome
of our proposed Business Combination and reduce the public “float” of our securities.
If
we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective affiliates may
purchase Public Shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either
prior to or following the completion of our initial Business Combination, although they are under no obligation or other duty to do so.
Such a purchase may include a contractual acknowledgement that such public stockholder, although still the record holder of our shares
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor,
directors, officers, advisors or any of their respective affiliates purchase Public Shares in privately negotiated transactions from
Public Stockholders who have already elected to exercise their redemption rights, such selling Public Stockholders would be required
to revoke their prior elections to redeem their Public Shares. The price per share paid in any such transaction may be different than
the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial Business Combination.
Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect
to material nonpublic information), our Sponsor, directors, officers, advisors or any of their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial
Business Combination or not redeem their Public Shares. However, such persons have no current commitments, plans or intentions to engage
in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such transaction could
be to (1) vote such shares in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder
approval of the initial Business Combination, (2) 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 or (3) 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. Any such transactions 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 warrants and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business
Combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,
such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,
as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe
the various procedures that must be complied with in order to validly tender or redeem Public Shares. For example, we may require our
Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials
documents mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial Business
Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event
that a stockholder fails to comply with these procedures, its shares may not be redeemed.
You
are not entitled to protections normally afforded to investors of many other blank check companies.
Because
we had net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the sale of the
Private Placement Warrants and filed a Current Report on Form 8-K, including an audited balance sheet of our company demonstrating
this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of
time to complete our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering
was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless
and until the funds in the Trust Account were released to us in connection with our completion of our initial Business Combination.
If
we seek stockholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose
the ability to redeem all such shares in excess of 15% of our Class A common stock.
If
we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent.
However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce
your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment
in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect
to the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares
exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially
at a loss.
Because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete
our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Stockholders
may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants
will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, including,
without limitation, Macquarie and other Macquarie Accounts, competing for the types of businesses we intend to acquire. Many of these
individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has
increased compared to recent years and many of these blank check companies are Sponsored by entities or persons that have significant
experience with completing Business Combinations. While we believe there will be numerous target businesses we could potentially acquire
with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect
to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. Our Sponsor or
any of its affiliates (including Macquarie) may make additional investments in us, although our Sponsor and its affiliates have no obligation
or other duty to do so. Please see “Item 10. Directors, Executive Officers and Corporate Governance – Conflicts of Interest”
for a discussion on certain limitations related to other resources Macquarie may, but is under no obligation or other duty to, provide
us. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. 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 target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating
and completing an initial Business Combination. If we are unable to complete our initial Business Combination, our Public Stockholders
may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants
will expire worthless. Please see “— If third parties bring claims against us, the proceeds held in the Trust Account could
be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk
factors herein.
As
the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial
Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our
inability to find a suitable target for our initial Business Combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have
entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies
seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in
registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to
identify a suitable target for an initial Business Combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or operate
targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a
suitable target for and/or complete our initial Business Combination.
If
the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing
of the Initial Public Offering, we may be unable to complete our initial Business Combination.
The
funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following
the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect
to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through the
Initial Public Offering and potential loans from certain of our affiliates are discussed in “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in
the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event
in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.
Of
the funds available to us, we could use a portion of the funds available to us to pay commitment fees for financing, fees to consultants
to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision in
letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other
companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination,
although we do not have any current intention to do so. If we enter into an agreement where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a prospective target business. If we are
unable to complete our initial Business Combination, our Public Stockholders may receive only approximately $10.00 per share, or less
in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. Please see “— If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors herein.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and
complete an initial Business Combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-Business Combination’s ability to attract and retain qualified officers and directors.
In
addition, even after we were to complete an initial Business Combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial Business Combination. As a result, in order
to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to
any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-Business
Combination entity, and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable
to our investors.
If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.00 per share.
Our
placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have
all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute
such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis
of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management
believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request
of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses
refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we
have not completed our initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection
with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public
Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.
Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold
to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the Trust Account
as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.
We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our
Sponsor’s only assets are securities of our company. Our Sponsor may not have sufficient funds available to satisfy those obligations.
We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations.
As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial Business
Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our
officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
Our
independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount
of funds in the Trust Account available for distribution to our Public Stockholders.
In
the event that the proceeds in the Trust Account are reduced below the lesser of: (1) $10.00 per public share; or (2) such
lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts
that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain instances.
For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable
or the independent directors may determine that a favorable outcome is not likely. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may
be reduced below $10.00 per share.
We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive (and any other persons who may become an officer or director prior to the initial Business Combination will also be required
to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the
Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we
have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Our obligation to indemnify
our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by Public Stockholders may be less than $10.00 per share.
The proceeds held in the Trust Account will be
invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.
Treasuries. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded
negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the
Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended
and restated memorandum and articles of association, our Public Stockholders are entitled to receive their pro-rata share of the proceeds
held in the Trust Account, plus any interest income earned on the funds held in the Trust Account and not previously released to us to
fund our working capital requirements, and/or to pay our taxes (less, in the case we are unable to complete our initial Business Combination,
$100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount
received by Public Stockholders may be less than $10.00 per share.
If,
after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board
of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors
and us to claims of punitive damages.
If,
after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or having acted in bad faith by paying Public Stockholders from the Trust Account prior
to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If,
before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be
reduced.
If,
before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our Public Stockholders
in connection with our liquidation would be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities;
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each
of which may make it difficult for us to complete our initial Business Combination.
In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company with the SEC;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and compliance with other rules
and regulations that we are currently not subject to.
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We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust
Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market
funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the
investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided
in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a Business Combination. If we have not completed our initial Business Combination within the required time period, our Public
Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account
and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. in particular, we will be required to comply
with certain SEC and other legal requirements. compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including
our ability to negotiate and complete our initial Business Combination, and results of operations.
If
we have not completed our initial Business Combination within the allotted time period, our Public Stockholders may be forced to wait
beyond such allotted time period before redemption from our Trust Account.
If we have not completed our initial Business
Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, we will distribute the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to fund our working capital requirements, and/or to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except
for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Stockholders from the Trust Account
shall be affected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary
winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Stockholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our Trust Account
become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation
to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business
Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where
investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will Public Stockholders
be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend
certain provisions of our amended and restated memorandum and articles of association prior thereto.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under
the Delaware General Corporation Law, or the DGCL, stockholders may be held liable for claims by third parties against a corporation
to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public
Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required
time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth
in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice
period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata
share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution. However, it is our intention to redeem our Public Shares as soon as reasonably possible following the
24th month from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not
complete our initial Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
Because
we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to
us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be
from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to
the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of
the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess
all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent
of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such
date. Furthermore, if the pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public
Shares in the event we do not complete our initial Business Combination within the required time period is not considered a liquidating
distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL,
the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three
years, as in the case of a liquidating distribution.
We
may not hold an annual meeting of stockholders until after we consummate our initial Business Combination and you will not be entitled
to any of the corporate protections provided by such a meeting.
We may not hold an annual meeting of stockholders until after we consummate
our initial Business Combination (unless required by Nasdaq) and thus may not be in compliance with Section 211(b) of the DGCL, which
requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws
unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting
prior to our consummation of our initial Business Combination, they may attempt to force us to hold one by submitting an application to
the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders, Public
Stockholders may not be afforded the opportunity to discuss company affairs with management. In addition, prior to our Business Combination
(a) as holders of our Class A common stock, our Public Stockholders will not have the right to vote on the appointment of our
directors and (b) holders of a majority of the outstanding shares of our Class B common stock (the “Founder Shares”)
may remove a member of our board of directors for any reason.
The
grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete our initial
Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.
At
or after the time of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register
the resale of their Founder Shares after those shares convert to shares of our Class A common stock. In addition, our Sponsor and
its permitted transferees can demand that we register the resale of the Private Placement Warrants and the shares of Class A common
stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working
capital loans may demand that we register the resale of such warrants or the Class A common stock issuable upon exercise of such
warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities
for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence
of the registration rights may make our initial Business Combination more costly or difficult to complete. This is because the stockholders
of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the
negative impact on the market price of our Class A common stock that is expected when the common stock owned by our initial stockholders
or their permitted transferees, the Private Placement Warrants or warrants issued in connection with working capital loans are registered
for resale.
Certain
agreements related to the Initial Public Offering may be amended without stockholder approval.
Certain
agreements, including the letter agreement among us and our Sponsor, officers and directors, and the registration rights agreement among
us and our initial stockholders, may be amended without stockholder approval. These agreements contain various provisions, including
transfer restrictions on our Founder Shares, that our Public Stockholders might deem to be material. While we do not expect our board
of directors to approve any amendment to any of these agreements prior to our initial Business Combination, it may be possible that our
board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments
to any such agreement in connection with the consummation of our initial Business Combination. Any such amendments would not require
approval from our stockholders, may result in the completion of our initial Business Combination that may not otherwise have been possible,
and may have an adverse effect on the value of an investment in our securities.
Because
we are neither limited to evaluating target businesses in a particular industry, sector or geographic area nor have we selected any specific
target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular
target business’s operations.
We
may seek to complete a Business Combination with an operating company in any industry, sector or geographic area. However, we will not,
under our amended and restated certificate of incorporation, be permitted to effectuate our initial Business Combination solely with
another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target
business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For
example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers
and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly
ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some
of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to
investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any stockholders
or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction
in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
We
may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.
We
will consider a Business Combination outside of our management’s areas of expertise if such Business Combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue
an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable
to its evaluation or operation, and our management’s expertise would not be relevant to an understanding of the business that we
elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant
to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following
our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are
unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial
Business Combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
Business Combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable
law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for
us to attain stockholder approval of our initial Business Combination if the target business does not meet our general criteria and guidelines.
If we are unable to complete our initial Business Combination, our Public Stockholders may receive only approximately $10.00 per share,
or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and
retaining key personnel.
To
the extent we complete our initial Business Combination with an early stage company, a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which
we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors. Furthermore, some of these risks may be outside of our control and leave us with no ability to control
or reduce the chances that those risks will adversely impact a target business.
We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.
Unless
we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our
company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.
We
may engage the underwriters of our Initial Public Offering or one of their affiliates to provide additional services to us, which
may include acting as financial advisor in connection with an initial Business Combination or as placement agent in connection with
a related financing transaction. The underwriters are entitled to receive deferred commissions that will be released from the Trust
Account only on a completion of an initial Business Combination. These financial incentives may cause the underwriters to have
potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the
sourcing and consummation of an initial Business Combination.
We
may engage the underwriters of our Initial Public Offering or one of their affiliates to provide additional services to us, including,
for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering
or arranging debt financing. We may pay the underwriters or one of their affiliates fair and reasonable fees or other compensation that
would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriters
or their affiliates and no fees or other compensation for such services will be paid to the underwriters or their affiliates prior to
the date that is 60 days from the date of our final prospectus, unless FINRA determines that such payment would not be deemed underwriter’s
compensation in connection with the Initial Public Offering. The underwriters are also entitled to receive deferred commissions that
are conditioned on the completion of an initial Business Combination. The fact that the underwriters’ or their affiliates’
financial interests are tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest
in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation
of an initial Business Combination.
We
may issue additional shares of Class A common stock or preferred stock to complete our initial Business Combination or under an
employee incentive plan after completion of our initial Business Combination. We may also issue shares of Class A
common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business
Combination as a result of the anti-dilution provisions described herein. Any such issuances would dilute the interest of
our stockholders and likely present other risks.
Our
amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock,
par value $0.0001 per share and 50,000,000 shares of Class B common stock, par value $0.0001 per share and 5,000,000 shares
of undesignated preferred stock, par value $0.0001 per share. As of March 31, 2021, there were 461,500,000 and 37,925,000 authorized
but unissued shares of Class A and Class B common stock available, respectively, for issuance, which amount takes into account
shares reserved for issuance upon exercise of outstanding warrants but not upon the conversion of the Class B common stock. Shares
of Class B common stock are automatically convertible into shares of our Class A common stock at the time of our initial Business
Combination, or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein.
As of March 31, 2021, there were no shares of preferred stock issued and outstanding.
We
may issue a substantial number of additional shares of Class A common stock, and may issue shares of preferred stock, in order to
complete our initial Business Combination (including pursuant to a specified future issuance) or under an employee incentive plan after
completion of our initial Business Combination. We may also issue shares of Class A common stock to redeem the warrants or upon
conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as
a result of the anti-dilution provisions described herein. However, our amended and restated certificate of incorporation will
provide, among other things, that prior to our initial Business Combination, we may not issue additional shares of capital stock that
would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote pursuant to our amended and restated
certificate of incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation.
The issuance of additional shares of common or preferred stock:
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may
significantly dilute the equity interest of investors in the Initial Public Offering, which
dilution would increase if the anti-dilution provisions in the Class B common stock
resulted in the issuance of Class A shares on a greater than one-to-one basis upon
conversion of the Class B common stock;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
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could
cause a change of control if a substantial number of shares of our common stock is issued,
which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors;
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may
have the effect of delaying or preventing a change of control of us by diluting the stock
ownership or voting rights of a person seeking to obtain control of us;
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may
adversely affect prevailing market prices for our Units, Class A common stock and/or
warrants; and
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may
not result in adjustment to the exercise price of our warrants.
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Our
initial Business Combination or reincorporation in another jurisdiction may result in taxes imposed on stockholders or warrant holders.
We
may affect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target
company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for a shareholder
or warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in which its members are resident
if it is a tax transparent entity), in which the target company is located, or in which we reincorporate. In the event of a reincorporation
pursuant to our initial Business Combination, such tax liability may attach prior to the consummation of redemptions of any of our Public
Shares properly submitted to us for redemption in connection with such Business Combination. We do not intend to make any cash distributions
to pay such taxes. Stockholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership
of us after a Business Combination or reincorporation.
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial Business Combination, our Public
Stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation
of our Trust Account and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial Business Combination, our Public Stockholders may receive only
approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire
worthless. Please see “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced
and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.
We
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with Macquarie, our Sponsor, officers or directors which may raise potential conflicts of interest.
In
light of the involvement of our Sponsor, officers and directors with other businesses, we may decide to acquire one or more businesses
affiliated with or competitive with Macquarie, our Sponsor, officers and directors, Macquarie Accounts and their respective affiliates.
Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under “Item
10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest.” Such entities may compete with us for
Business Combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated
entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination
and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion
from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness
to our company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated
with Macquarie, our Sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the
Business Combination may not be as advantageous to our Public Stockholders as they would be absent any conflicts of interest.
Moreover,
we may, at our option, pursue an affiliated joint acquisition opportunity with Macquarie, other Macquarie Accounts or their respective
affiliates or with other entities to which an officer or director has a fiduciary, contractual or other obligation or duty. Any such
parties may co-invest with us in the target business at the time of our initial Business Combination, or we could raise additional
proceeds to complete the acquisition by making a specified future issuance to any such parties, which may give rise to certain conflicts
of interest.
Since
our initial stockholders will lose their entire investment in us if our initial Business Combination is not completed (other than with
respect to any Public Shares they may hold), a conflict of interest may arise in determining whether a particular Business Combination
target is appropriate for our initial Business Combination.
Our
initial shareholders hold 11,068,750 Founder Shares as of the date of this Annual Report on Form 10-K, including 9,961,875 held by our
Sponsor and 1,106,875 held by Dan Hesse. The Founder Shares will be worthless if we do not complete an initial Business Combination.
In
addition, our Sponsor purchased an aggregate of 7,366,667 Private Placement Warrants for a purchase price of $11,050,000.50, or $1.50
per warrant, that will also be worthless if we do not complete our initial Business Combination. Each Private Placement Warrant entitles
the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as provided.
The Sponsor reserved up to 5% of the Founder Shares for transfer to
employees of the Sponsor or the Company (other than employees of Macquarie Capital) and advisory board members of the Company who are
helpful in connection with the initial Business Combination. Such transfers could take the form of profits interests in the Sponsor or
outright transfers of Founder Shares. All transferred Founder Shares would continue to bear the restrictions on transferability and access
to the Trust Account that such shares currently bear.
The
Founder Shares are identical to the shares of common stock included in the Units, except that: (1) prior to our initial Business
Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority
of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason; (2) our
Sponsor and each of our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive:
(a) their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion
of our initial Business Combination, (b) their redemption rights with respect to any Founder Shares and Public Shares held by them
in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (I) to modify
the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem 100%
of our Public Shares if we have not consummated our initial Business Combination within 24 months from the closing of the Initial
Public Offering or (II) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity; and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them
if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering (although
they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete
our initial Business Combination within the prescribed time frame); (3) the Founder Shares are subject to certain transfer restrictions;
(4) the Founder Shares are automatically convertible into shares of our Class A common stock at the time of our initial Business
Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described herein; and (5) the holders of Founder Shares are entitled to registration rights.
The
personal and financial interests of our Sponsor, officers and directors may influence their motivation in identifying and selecting a
target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial
Business Combination. This risk may become more acute as the deadline for completing our initial Business Combination nears.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
We
may choose to incur substantial debt (including from Macquarie, other Macquarie Accounts or their respective affiliates) to complete
our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver
of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect
the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative
effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial Business Combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt is payable on
demand;
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our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our common stock if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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We
may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement
Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This
lack of diversification may materially negatively impact our operations and profitability.
We
may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial Business Combination with only a single entity our lack of diversification
may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several
Business Combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may
be:
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solely
dependent upon the performance of a single business, property or asset; or
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dependent
upon the development or market acceptance of a single or limited number of products, processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.
We
may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make
it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we
could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial Business Combination with a private company about which little information is available, which may
result in a Business Combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not
as profitable as we suspected, if at all.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible
for us to complete our initial Business Combination with which a substantial majority of our stockholders do not agree.
Our
amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event
will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions,
or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination.
As a result, we may be able to complete our initial Business Combination even though a substantial majority of our Public Stockholders
do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial Business Combination
and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into
privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their respective affiliates.
In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for
redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the
aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of common stock
submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination (including,
potentially, with the same target).
In
order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will
not seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in
a manner that will make it easier for us to complete our initial Business Combination that some of our stockholders or warrant holders
may not support.
In
order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the
definition of Business Combination, increased redemption thresholds, extended the time to consummate an initial Business Combination
and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.
We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial
Business Combination in order to effectuate our initial Business Combination. To the extent any such amendment would be deemed to fundamentally
change the nature of any of the securities that were offered through the Initial Public Offering, we would register, or seek an exemption
from registration for, the affected securities.
Certain
provisions of our amended and restated certificate of incorporation that relate to our pre-Business Combination activity (and corresponding
provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at
least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It
may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate
the completion of an initial Business Combination that some of our stockholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s
stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of
the company’s Public Shares. Our amended and restated certificate of incorporation provides that any of its provisions (other than
amendments relating to the appointment or removal of directors prior to our initial Business Combination, which require the approval
by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting) related to pre-Business
Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement
Warrants into the Trust Account and not release such amounts except in specified circumstances and to provide redemption rights to Public
Stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding common stock, and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least
65% of our outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required
by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are
voted is required to approve any such matter voted on by our stockholders, and, prior to our initial Business Combination, the affirmative
vote of holders of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal
of directors. We may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation
on any initial Business Combination or any amendments to our amended and restated certificate of incorporation. Our initial stockholders,
who beneficially own 20% of our common stock, may participate in any vote to amend our amended and restated certificate of incorporation
and/or trust agreement and have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated certificate of incorporation which will govern our pre-Business Combination behavior more easily than some
other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree.
Our
Sponsor, officers and directors have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection
with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with the opportunity to redeem their shares
of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, divided by the number of then outstanding Public Shares. These agreements are contained in a letter
agreement that we have entered into with our Sponsor, officers and directors. Our Public Stockholders are not parties to, or third-party
beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors
for any breach of these agreements. As a result, in the event of a breach, our Public Stockholders would need to pursue a stockholder
derivative action, subject to applicable law. We may be unable to obtain additional financing to complete our initial Business Combination
or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.
If
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants prove to be insufficient, either because
of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation
to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination
or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to
seek additional financing (including pursuant to a specified future issuance or otherwise from Macquarie, other Macquarie Accounts or
their respective affiliates) or to abandon the proposed Business Combination. We cannot assure you that such financing will be available
on acceptable terms, if at all. None of Macquarie, the Macquarie Accounts or their respective affiliates is obligated to provide, or
seek, any such financing or, except as expressly set forth herein, to provide any other services to us. To the extent that additional
financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure
the transaction or abandon that particular Business Combination and seek an alternative target business candidate.
In
addition, even if we do not need additional financing to complete our initial Business Combination, we may require such financing to
fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide
any financing to us in connection with or after our initial Business Combination. If we are unable to complete our initial Business Combination,
our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our
Trust Account, and our warrants will expire worthless.
Our
initial stockholders will control the election of our board of directors until consummation of our initial Business Combination and will
hold a substantial interest in us. As a result, they will elect all of our directors prior to our initial Business
Combination and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
Our
initial stockholders own 20% of our outstanding common stock. In addition, prior to our initial Business Combination, holders of our
Class B common stock will have the right to appoint all of our directors and may remove members of our board of directors for any
reason. Holders of our Public Shares will have no right to vote on the election of directors during such time. These provisions of our
amended and restated certificate of incorporation may only be amended by holders of a majority of at least 90% of the outstanding shares
of our common stock voting at a stockholder meeting. As a result, you will not have any influence over the election of directors prior
to our initial Business Combination.
In
addition, as a result of their substantial ownership in our company, our initial stockholders may exert a substantial influence on other
actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares
of common stock in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions. Accordingly,
our initial stockholders will exert significant influence over actions requiring a stockholder vote.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.
Unlike
some blank check companies, if (x) we issue additional shares of Class A common stock or equity-linked securities for
capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price
of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors
and, (i) in the case of any such issuance to our Sponsor or any of its affiliates, without taking into account any Founder Shares
held by our Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made
to our Sponsor or any of its affiliates, without taking into account the transfer of Founder Shares or Private Placement Warrants (including
if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our Sponsor in connection with such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation
of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our common stock
during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price, and the $10.00 per share redemption trigger applicable to our warrants will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business
Combination with a target business.
Our
warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult
to effectuate our initial Business Combination.
We
have issued warrants to purchase 12,833,333 shares of our Class A common stock, at a price of $11.50 per whole share (subject
to adjustment as provided herein), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued
an aggregate of 7,366,667 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at a price
of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 11,068,750 Founder Shares. The
Founder Shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth
herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our officers and directors make any working capital loans,
up to $1,500,000 of such loans made to us more than 60 days after the date of our final prospectus may be converted into warrants,
at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.
To
the extent we issue shares of Class A common stock to effectuate our initial Business Combination, the potential for the issuance
of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights could
make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of outstanding shares
of our Class A common stock and reduce the value of the Class A common stock issued to complete the Business Combination. Therefore,
our warrants and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the
target business.
The
Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long
as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us, except under certain limited
exceptions; (2) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain
limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination;
(3) they may be exercised by the holders on a cashless basis; and (4) the holders thereof (including with respect to the shares
of common stock issuable upon exercise of these warrants) are entitled to registration rights.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial Business Combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement
disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS,
depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards
of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the
pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for
us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination within
the prescribed time frame.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.
Section 404
of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending March 31, 2022. Only in the event we are deemed to be a large accelerated filer or
an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered
public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company
makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies
because a target business with which we seek to complete our initial Business Combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The
development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.
If
our management team pursues a company with operations or opportunities outside of the United States for our initial Business Combination,
we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial
Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
our management team pursues a company with operations or opportunities outside of the United States for our initial Business Combination,
we would be subject to risks associated with cross-border Business Combinations, including in connection with investigating, agreeing
to and completing our initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by
any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If
we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
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costs
and difficulties inherent in managing cross-border business operations and complying
with commercial and legal requirements of overseas markets;
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rules
and regulations regarding currency redemption;
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complex
corporate withholding taxes on individuals;
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laws
governing the manner in which future Business Combinations may be affected;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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changes
in local regulations as part of a response to the COVID-19 coronavirus outbreak;
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currency
fluctuations and exchange controls;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration
of political relations with the United States;
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obligatory
military service by personnel; and
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government
appropriation of assets.
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We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination
or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and
financial condition.
Risks
Relating to the Post-Business Combination Company
Subsequent
to our completion of our initial Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring
and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the
price of our securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify
all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through
a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.
As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur
impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks,
unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause
us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target
business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders or warrant holders who choose
to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities.
Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
Our
management may not be able to maintain control of a target business after our initial Business Combination. We cannot
provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities
necessary to profitably operate such business.
We
may structure our initial Business Combination so that the post-Business Combination company in which our Public Stockholders own or
acquire shares will own less than 100% of the outstanding equity interests or assets of a target business, but we will only complete
such Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as
an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if
the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders
prior to our initial Business Combination may collectively own a minority interest in the post Business Combination company, depending
on valuations ascribed to the target and us in our initial Business Combination. For example, we could pursue a transaction in which
we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target, or issue
a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In such cases,
we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common
stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock
subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single
person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more
likely that our management will not be able to maintain our control of the target business.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When
evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant
holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the
value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
The
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a
Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place. As a result, we may need to reconstitute the management team of the post-Business Combination
company in connection with our initial Business Combination, which may adversely impact our ability to complete an acquisition in a timely
manner or at all.
If
our management following our initial Business Combination is unfamiliar with U.S. securities laws, they may
have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial Business Combination, any or all of our management could resign from their positions as officers of the post-Business Combination
company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target
business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend
time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.
Risks
Relating to Our Management Team and Sponsor
We
are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of
our officers and directors, at least until we have completed our initial Business Combination. We do not have an employment agreement
with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more
of our directors or officers could have a detrimental effect on us.
Our
ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of
our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel
could negatively impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial Business Combination, we do not currently expect that any of
them will do so. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure
you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
In
addition, the officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The
departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition
candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These
agreements may cause our key personnel to have conflicts of interest in determining whether to proceed with a particular Business Combination. However,
we do not expect that any of our key personnel will remain with us after the completion of our initial Business Combination.
Our
key personnel may be able to remain with our company after the completion of our initial Business Combination only if they are able to
negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously
with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could
make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals
to remain with us after the completion of our initial Business Combination will not be the determining factor in our decision as to whether
or not we will proceed with any potential Business Combination, as we do not expect that any of our key personnel will remain with us
after the completion of our initial Business Combination. The determination as to whether any of our key personnel will remain with us
will be made at the time of our initial Business Combination.
Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to
how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete
our initial Business Combination.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a Business Combination and their other responsibilities. We do not
intend to have any full-time employees prior to the completion of our Business Combination. Each of our officers and directors is
engaged in several other business endeavors for which he or she may be entitled to substantial compensation and our officers and directors
are not obligated to contribute any specific number of hours per week to our affairs. In particular, John Spirtos, Greg Callman, Stephan
Feilhauer, Gautham Srinivas, Lawrence Handen, and David Roseman are currently associated with Macquarie (although there is no assurance
that any of them will remain associated with Macquarie), which Sponsors, manages and advises Macquarie Accounts that make, or may in
the future make, investments in securities or other interests of or relating to companies in industries we may target for our initial
Business Combination. Our independent directors also serve as officers and/or board members for other entities. If our officers’
and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial Business Combination. Please see “Item 10. Directors, Executive Officers and Corporate Governance” for a discussion
of our officers’ and directors’ other business affairs.
Certain
of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities
similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity or other transaction should be presented.
Until
we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses.
Our Sponsor and officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment
vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit
their ability to work at other businesses.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which
is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties or otherwise have an
interest in, he or she will honor these obligations and duties to present such Business Combination opportunity to such entities first,
and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts
may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.
Please
see “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest” and “Item 13. Certain
Relationships and Related Party Transactions” for a discussion of our officers’ and directors’ business affiliations
and potential conflicts of interest.
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with Macquarie, our Sponsor,
our directors or officers or a Macquarie Account, or we may pursue an affiliated joint acquisition opportunity with any such persons.
We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types
conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
In
particular, affiliates of our Sponsor (including Macquarie and other Macquarie Accounts) have invested, and may in the future invest,
in a broad array of sectors, including those in which our company may invest. As a result, there may be substantial overlap between companies
that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.
Macquarie’s
engagement with other entities may limit its ability to participate in certain transactions on our behalf or preclude us from taking
certain actions.
We
may, but are not required to, engage Macquarie for services as a financial advisor in connection with identifying and investigating potential
targets for our Business Combination, or for other services in connection with our initial Business Combination, such as placement agent,
or financing or capital markets advisor. Macquarie is often engaged as a financial advisor, or to provide financing, to corporations
and other entities and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries,
and Macquarie’s compensation in connection with these engagements may be substantial. Sellers generally require Macquarie to act
exclusively on their behalf and Macquarie may be precluded in many instances from participating in our initial Business Combination with
such a target business. Additionally, for these reasons and/or for other reasons, we may be precluded in many instances from attempting
to acquire securities of the business being sold or otherwise participate as a buyer in the transaction. Macquarie also represents potential
buyer’s businesses. Macquarie may be incentivized to direct an opportunity to one of these buyers or to form a consortium with
such buyers to bid for the opportunity, thereby eliminating or reducing the investment opportunity available to us.
We
may be subject to certain regulatory or contractual requirements because of our Sponsor that may restrict our activities.
Macquarie
is subject to certain regulatory and contractual requirements, including certain banking regulation, that may apply to its investments,
including Tech and Energy Transition Corporation. In the event that such restrictions were to apply to us, we may be unable to engage
in certain activities or be required to implement additional measures, such as supplemental risk controls. Accordingly, we may be limited
in our ability to engage in certain initial Business Combinations or such initial Business Combinations may take longer than normal or
we may be required to spend additional working capital to implement additional measures.
Risks
Relating to Our Securities
You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To
liquidate your investment, therefore, you may be forced to sell your Public Shares or warrants, potentially at a loss.
Our
Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) the completion
of our initial Business Combination, and then only in connection with those shares of Class A common stock that such stockholder
properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly submitted
in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem 100% of our Public
Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;
and (3) the redemption of all of our Public Shares if we have not completed our initial Business Combination within 24 months
from the closing of the Initial Public Offering, subject to applicable law and as further described herein. In addition, if we have not
completed an initial Business Combination within the required time period for any reason, compliance with Delaware law may require that
we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in
our Trust Account. In that case, Public Stockholders may be forced to wait beyond the end of such period before they receive funds from
our Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in or to the Trust Account.
Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
We
cannot assure you that our securities will continue to be listed on Nasdaq prior to our initial Business Combination. In order to continue
listing our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial, distribution and stock
price levels. In general, we must maintain a minimum number of holders of our securities (generally 300 Public Stockholders). Generally,
following our initial public offering, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum
number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial Business Combination,
we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous
than continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will
be able to meet those initial listing requirements at that time.
If
any of our securities are delisted from trading on its exchange and we are not able to list such securities on another national securities
exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:
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a
limited availability of market quotations for our securities;
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reduced
liquidity for our securities;
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a
determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A
common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market
for our securities;
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a
limited amount of news and analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the future.
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The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants
currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities,
the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers,
to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities
would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our
securities.
You
will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A Common Stock or
certain exemptions are available.
Pursuant
to the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after
the closing of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering
the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business
days following our initial Business Combination to have declared effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if. If the
shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise
their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding
the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect
a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is
not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise
such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a
purchase of Units will have paid the full Unit purchase price solely for the shares of Class A common stock included in the Units.
There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their
warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of Units sold in
the Initial Public Offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and officers)
would be able to exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of
our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A common stock. The warrants
may not be exercised for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A
common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock
is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless
exercise is exempt from registration under the Securities Act, including our (i) failure to have an effective registration statement
by the 60th business day after the closing of the initial Business Combination as described in the immediately following
paragraph or (ii) as a result of a notice of redemption. The Private Placement Warrants will not be redeemable by us so long as
they are held by our Sponsor or its permitted transferees, except under certain circumstances. If the Private Placement Warrants are
held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold as part of the Initial Public
Offering. Our Sponsor, as well as its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless
basis.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased,
the warrants could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened
and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your
approval.
Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we
may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public
warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of
the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise
period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant if, among other things, the last reported sales price of our Class A common stock for any 20 trading days within
a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders
(the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the public warrants as set forth above even if the holders
are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to: (1) exercise your warrants
and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market
price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
In
addition, we have the ability to redeem outstanding warrants once they become exercisable and prior to their expiration, at a price of
$0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the
number of shares issuable upon exercise or the exercise price of a warrant) and if the Reference Value is less than $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement
Warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. In such
a case, the holders will be able to exercise their warrants for cash or on a cashless basis prior to redemption and receive that number
of shares of Class A common stock, as adjusted. Any such redemption may have similar consequences to a cash redemption described
above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would
lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained
outstanding.
None
of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees although
we can only elect to redeem warrants at a price of $0.10 per warrant as described in the paragraph immediately above if our Private Placement
Warrants are also exchanged for the same per share consideration although we can only elect to redeem warrants at a price of $0.10 per
warrant as described in the paragraph immediately above if our Private Placement Warrants are also exchanged for the same per share consideration.
The holders of the private placement shares (including with respect to the shares of common stock issuable upon exercise of these warrants)
are entitled to registration rights and the Private Placement Warrants may be exercised by the holders on a cashless basis.
Because
each unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units
of other blank check companies.
Each
Unit contains one-third of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon
separation of the Units, and only whole Units will trade. This is different from other offerings similar to ours whose Units include
one share of Class A common stock and one whole warrant or a greater fraction of one whole warrant to purchase one whole share or
one half warrant to purchase on half share. We have established the components of the Units in this way in order to reduce the dilutive
effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for a third
of the number of shares compared to Units that each contain a whole warrant to purchase one whole share, thus making us, we believe,
a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth
less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.
Our
amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive
forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.
Our
amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any
(1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary
duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and
abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising
pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting
a claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as to each of (1) through
(4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the
jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery
within ten days following such determination) or (b) which is vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph do not apply to suits brought to enforce any liability
or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws, for which the federal district
courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our
amended and restated certificate of incorporation. If any action the subject matter of which is within the scope the forum provisions
is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such
stockholder’s counsel in the foreign action as agent for such stockholder.
This
forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find
favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court declining
to enforce this forum selection clause is low, if a court were to determine the forum selection clause to be inapplicable or unenforceable
in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which
could have a negative impact on our results of operations and financial condition and result in a diversion of the time and resources
of our management and board of directors.
Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A common stock and could entrench management.
Our
amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders
may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors
to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these
provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of
a premium over prevailing market prices for our securities.
General
Risk Factors
We
are a blank check company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability
to achieve our business objective.
We
have no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial Business Combination with one or more target businesses. We have no plans, arrangements
or understandings with any prospective target business concerning a Business Combination and may be unable to complete our initial Business
Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.
Past
performance by Macquarie and members of our management team may not be indicative of future performance of an investment in us.
Information
regarding performance by, or businesses associated with, Macquarie and members of our management team is presented for informational
purposes only. Any past experience and performance, including related to acquisitions, of Macquarie or members of our management team
is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial Business Combination;
or (2) of any results with respect to any initial Business Combination we may consummate. You should not rely on the historical
record and performance of Macquarie or members of our management team, as indicative of the future performance of an investment in us
or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Macquarie.
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may
deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status
earlier, including if the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the
end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal
year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some
investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may
be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities
may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such
extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our
common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter,
and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common
stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the
extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public
companies difficult or impossible.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our business and lead to financial loss.
Risks
Relating to Correction of an Error in Our Previously Furnished Financial Statements
Our
warrants are accounted for as liabilities and changes in the value of our warrants could have a material effect on our financial results.
On
April 12, 2021, the staff of the SEC issued a new Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special
Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain
accounting and reporting considerations related to warrants. In the SEC Staff Statement, the SEC Staff expressed its view that certain
terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities instead of equity on the SPAC’s
balance sheet. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 12,833,333 public and 7,366,667
private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in
fair value reported in our statement of operations for each reporting period.
As
a result, included on our balance sheet as of March 31, 2021 contained elsewhere in this Annual Report are derivative liabilities related
to embedded features contained within our warrants. ASC 815-40 provides for the remeasurement of the fair value of such derivatives at
each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings
in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations
may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that
we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be
material.
We identified a material weakness in our
internal control over financial reporting, due solely to our reconsideration of the accounting treatment for our warrants in connection
with the SEC Staff Statement.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses
identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely basis.
As described in footnote 9A in this Annual Report, we identified a
material weakness in our internal control over financial reporting related to the classification of our warrants as equity instead of
liabilities. On June 2, 2021, our audit committee authorized management to correct an error in this filing of our balance sheet dated
March 19, 2021, filed on Form 8-K on March 25, 2021, and, accordingly, management concluded that the control deficiency that resulted
in the incorrect classification of our warrants constituted a material weakness as of March 31, 2021.
We
have implemented a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, to remediate the material
weakness surrounding our historical presentation of our warrants but can give no assurance that the measures we have taken will prevent
any future material weaknesses or deficiencies in internal control over financial reporting. Even though we have strengthened our controls
and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to
facilitate the fair presentation of our financial statements.