The statements in the discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and the forward-looking
statements are subject to numerous risks and uncertainties, including, but not
limited to, the risks and uncertainties described in "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements." Our actual results may
differ materially from those contained in or implied by any forward-looking
statements. You should read the following discussion together with the sections
entitled "Risk Factors"," "Business" and the audited financial statements,
including the related notes, appearing elsewhere in this Annual Report. All
references to years, unless otherwise noted, refer to our fiscal years, which
end on December 31.
Restatement
This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been amended and restated to give effect to the Restatement of
the financial statements in our Original Filing and First Amendment, as
described herein. We are restating our historical financial results to
reclassify our temporary equity and permanent equity. Other than as disclosed in
the Explanatory Note and with respect to the impact of the restatement, no other
information in this Item 7 has been amended and this Item 7 does not reflect any
events occurring after the Original Filing and the First Amendment. The impact
of the Restatement is more fully described in Note 2 to our financial statements
included herein.
Overview
We are a blank check company formed under the laws of the State of Delaware on
August 24, 2020, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses. We intend to effectuate our business
combination using cash from the proceeds of the initial public offering and the
sale of the private placement warrants, our capital stock, debt or a combination
of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to raise capital or to
complete our initial business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities through December 31, 2020 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below,
and, after our Initial Public Offering, identifying a target company for a
business combination. We do not expect to generate any operating revenues until
after the completion of our business combination. We generate
non-operating
income in the form of interest income on marketable securities held in the trust
account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the period from August 24, 2020 (inception) through December 31, 2020, we
had a net loss of $10,661,113, which consists of operating costs of $81,585,
offset by interest earned from bank of $1, interest earned on marketable
securities held in the trust account of $5,916, an unrealized gain on marketable
securities held in our trust account of $3,454, change in fair value of warrant
liability of $8,629,500 and transaction costs from our initial public offering
allocated to our warrants of $1,069,399.

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Liquidity and Capital Resources
On December 22, 2020, we consummated the initial public offering of 34,500,000
units, at $10.00 per unit, which included the full exercise by the underwriters
of their over-allotment option in the amount of 4,500,000 units, generating
gross proceeds of $345,000,000. Simultaneously with the closing of the initial
public offering, we consummated the sale of 8,900,000 private placement warrants
to the sponsor at a price of $1.00 per warrant, generating gross proceeds of
$8,900,000.
Following the initial public offering, the full exercise of the over-allotment
option, and the sale of the private placement warrants, a total of $345,000,000
was placed in the trust account. We incurred $19,455,706 in transaction costs,
including $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting
fees and $480,706 of other costs.
For the period from August 24, 2020 (inception) through December 31, 2020, cash
used in operating activities was $553,424. Net loss of $10,661,113 was offset by
interest earned on marketable securities held in the trust account of $5,916, an
unrealized gain on marketable securities held in our trust account $3,454,
change in fair value of our warrant liability of $8,629,500, transaction costs
related to our initial public offering
allocated to our warrant of $1,069,399, and changes in operating assets and
liabilities, which used $471,840 of cash from operating activities.
At December 31, 2020, we had cash and marketable securities held in the trust
account of $345,009,370. We intend to use substantially all of the funds held in
the trust account, including any amounts representing interest earned on the
trust account (less deferred underwriting commissions and income taxes payable),
to complete our business combination. To the extent that our capital stock or
debt is used, in whole or in part, as consideration to complete our Business
Combination, the remaining proceeds held in the Trust Account will be used as
working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
At December 31, 2020, we had cash of $990,870 outside of the trust account. We
intend to use the funds held outside the trust account primarily to identify and
evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of
prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a business combination, the sponsor or an affiliate of the
sponsor or certain of our directors and officers may, but are not obligated to,
loan us funds as may be required. If we complete a business combination, we
would repay such loaned amounts. In the event that a business combination does
not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants identical to the private placement warrants, at a
price of $1.00 per warrant at the option of the lender.
We monitor the adequacy of our working capital in order to meet the expenditures
required for operating our business prior to our initial business combination.
However, if our estimates of the costs of identifying a target business,
undertaking
in-depth
due diligence and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our business combination. Moreover, we may need to
obtain additional financing either to complete our business combination or
because we become obligated to redeem a significant number of our public shares
upon completion of our business combination, in which case we may issue
additional securities or incur debt in connection with such business
combination. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to
cease operations and liquidate the trust account.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking

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in-depth
due diligence and negotiating a business combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate
our business prior to our business combination. Moreover, we may need to obtain
additional financing either to complete our business combination or because we
become obligated to redeem a significant number of our public shares upon
consummation of our business combination, in which case we may issue additional
securities or incur debt in connection with such business combination. Subject
to compliance with applicable securities laws, we would only complete such
financing simultaneously with the completion of our business combination. If we
are unable to complete our business combination because we do not have
sufficient funds available to us, we will be forced to cease operations and
liquidate the trust account. In addition, following our business combination, if
cash on hand is insufficient, we may need to obtain additional financing in
order to meet our obligations.
Off-Balance
Sheet Arrangements
We did not have any
off-balance
sheet arrangements as of December 31, 2020.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of $10,000 for certain administrative,
research, transaction and other support services. We began incurring these fees
on December 22, 2020 and will continue to incur these fees monthly until the
earlier of the completion of the business combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or
$12,075,000 in the aggregate. The deferred fee will become payable to the
underwriters from the amounts held in the trust account solely in the event that
we complete a business combination, subject to the terms of the underwriting
agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and expenses during the
periods reported. Actual results could materially differ from those estimates.
We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our shares of Class A common stock subject to possible redemption
in accordance with the guidance in Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common
stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including
common stock that features redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events
not solely within our control) is classified as temporary equity. At all other
times, common stock is classified as stockholders' equity. Our common stock
features certain redemption rights that are considered to be outside of our
control and subject to occurrence of uncertain future events. Accordingly, the
Class A common stock subject to possible redemption is presented as temporary
equity, outside of the stockholders' equity section of our balance sheet.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable common stock to equal the redemption
value at the end of each reporting period. Immediately upon the closing of the
Initial Public Offering, the Company recognized the accretion from initial book
value to redemption value. The change in the carrying value of redeemable
Class A common stock resulted in charges against additional paid-in capital and
accumulated deficit.
Warrant Liability
We account for the warrants in accordance with the guidance contained in ASC
815-40-15-7D and 7F under which the warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the
warrants as liabilities at their fair value and adjust the warrants to fair
value at each

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reporting period. This liability is subject to re-measurement at each balance
sheet date until exercised, and any change in fair value is recognized in our
statement of operations. The private placement warrants and the public warrants
for periods where no observable traded price was available are valued using a
binomial lattice simulation model. For periods subsequent to the detachment of
the public warrants from the units, the public warrant quoted market price was
used as the fair value as of each relevant date.
Fair Value of Financial Instruments
The fair value of our assets and liabilities, which qualify as financial
instruments under ASC Topic 820, "Fair Value Measurement," approximates the
carrying amounts represented in the balance sheet, primarily due to their
short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset
or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers
include:

     •    Level 1, defined as observable inputs such as quoted prices (unadjusted)
          for identical instruments in active markets;



     •    Level 2, defined as inputs other than quoted prices in active markets
          that are either directly or indirectly observable such as quoted prices
          for similar instruments in active markets or quoted prices for identical
          or similar instruments in markets that are not active; and



     •    Level 3, defined as unobservable inputs in which little or no market data
          exists, therefore requiring an entity to develop its own assumptions,
          such as valuations derived from valuation techniques in which one or more
          significant inputs or significant value drivers are unobservable.


In some circumstances, the inputs used to measure fair value might be
categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair
value hierarchy based on the lowest level input that is significant to the fair
value measurement.
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging". For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the
statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or
non-current based on whether or not net-cash settlement or conversion of the
instrument could be required within 12 months of the balance sheet date.
Net Loss per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share". Net loss per common share is computed by
dividing net loss by the weighted average number of common shares outstanding
for the period. The Company applies the two-class method in calculating loss per
common share. Accretion associated with the redeemable shares of Class A common
stock is excluded from loss per common share as the redemption value
approximates fair value.
The calculation of diluted loss per common share does not consider the effect of
the warrants issued in connection with the (i) Initial Public Offering, and
(ii) the private placement since the exercise of the warrants is contingent upon
the occurrence of future events. As of December 31, 2020, the Company did not
have any dilutive securities or other contracts that could, potentially, be
exercised or converted into common stock and then share in the earnings of the
Company. As a result, diluted net loss per common share is the same as basic net
loss per common share for the periods presented.

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Recent Accounting Standards
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.

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