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 on Form 10-K, including the financial statements, 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.
We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to
achieve our business objective.
We are a blank check company incorporated under the laws of the Cayman Islands with no operating
results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. 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.
We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our
ability to report our results of operations and financial condition accurately and in a timely manner.
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 is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to 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 elsewhere in this Amendment No. 1, we identified a material weakness in
our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in August 2020. As a result of this material weakness,
our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant
liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the affected periods.
To respond to
this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately
apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include
providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our
remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of managements consideration of the material weakness identified related to
our accounting for a significant and unusual transaction related to the Warrants we issued in connection with the August 2020 initial public offering, see Note 2Restatement of Previously Issued Financial Statements to the
accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in this Annual Report on Form 10-K/A.
Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations
on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions
or investigations by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause
investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or
that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition,
even if we are successful in strengthening 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.
Our warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an
adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.
We account for our Warrants as derivative warrant liabilities. At each reporting period (1) the accounting treatment of the Warrants will be
re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants and private placement warrants will be remeasured and the change in the fair value of the liability will be recorded
as other income (expense) in our income statement. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a special purpose acquisition
company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our
founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require
shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if
we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the
business combination we complete.
In evaluating a prospective target business for our initial business combination, our management may consider the
availability of funds from the sale of the forward purchase shares, which may be used as part of the consideration to the sellers in the initial business combination. If a forward purchase party withholds its consent confirming its commitment to
purchase all or some of the forward purchase shares, we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate our initial business combination.
We have entered into forward purchase agreements pursuant to which the forward purchase parties have agreed to purchase an aggregate of
$100 million of forward purchase shares for $10.00 per share in private placements that will close simultaneously with the closing of our initial business combination. The funds from the sale of the forward purchase shares are expected to be
used as part of the consideration to the sellers in our initial business combination, and to pay expenses in connection with our initial business combination and may be used for working capital in the post-transaction company.
The obligations under the forward purchase agreements will not depend on whether any public shareholders elect to redeem their shares in
connection with our initial business combination. However, if the sale of the forward purchase shares does not close, for example, by reason of the failure of each forward purchase party to fund the purchase price for its forward purchase shares, we
may lack sufficient funds to consummate our initial business combination. Each forward purchase partys obligation to purchase the forward purchase shares will, among other things, be conditioned on each forward purchase party giving us its
irrevocable written consent confirming its commitment to purchase the forward purchase shares no later than five days after we notify it of our board of directors intention to meet to consider entering into a definitive agreement for a
proposed business combination and on a requirement that such initial business combination is approved by a majority of our board and a majority of the independent directors of our board. Accordingly, if each forward purchase party does not consent,
or if the initial business combination is not approved by a majority of our board and a majority of the independent directors of our board, each forward purchase party would not be obligated to purchase any forward purchase shares. In addition, we
have the right, in our sole discretion, to reduce the amount of forward purchase shares that each forward purchase party may purchase pursuant to the forward purchase agreements.
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