Price | 1.00 | EPS | -4,239,658 | |
Shares | -0 | P/E | -0 | |
MCap | -0 | P/FCF | -0 | |
Net Debt | -1 | EBIT | 5 | |
TEV | -1 | TEV/EBIT | -0 | TTM 2019-09-30, in MM, except price, ratios |
S-1 | 2020-12-23 | Public Filing |
10-Q | 2020-09-30 | Filed 2020-11-06 |
10-Q | 2020-06-30 | Filed 2020-08-06 |
10-Q | 2020-03-31 | Filed 2020-05-08 |
10-K | 2019-12-31 | Filed 2020-03-13 |
10-Q | 2019-09-30 | Filed 2019-11-08 |
10-Q | 2019-06-30 | Filed 2019-08-09 |
10-Q | 2019-03-31 | Filed 2019-05-06 |
10-K | 2018-12-31 | Filed 2019-03-29 |
8-K | 2021-02-08 | Officers, Regulation FD, Exhibits |
8-K | 2021-02-03 | Other Events, Exhibits |
8-K | 2020-12-16 | Regulation FD, Exhibits |
8-K | 2020-12-02 | Enter Agreement, M&A, Sale of Shares, Shareholder Rights, Accountant, Control, Officers, Shell Status, Exhibits |
8-K | 2020-12-01 | Shareholder Vote, Other Events |
8-K | 2020-11-24 | |
8-K | 2020-11-20 | |
8-K | 2020-11-10 | |
8-K | 2020-11-06 | |
8-K | 2020-10-30 | |
8-K | 2020-10-07 | |
8-K | 2020-08-24 | |
8-K | 2019-03-22 | |
8-K | 2019-02-05 | |
8-K | 2019-01-31 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
Item 4. Controls and Procedures |
Part II - Other Information |
Item 1. Legal Proceedings |
Item 1A. Risk Factors |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. Defaults Upon Senior Securities |
Item 4. Mine Safety Disclosures |
Item 5. Other Information |
Item 6. Exhibits |
EX-31.1 | gmhi-ex311_8.htm |
EX-31.2 | gmhi-ex312_7.htm |
EX-32.1 | gmhi-ex321_9.htm |
EX-32.2 | gmhi-ex322_6.htm |
Balance Sheet | Income Statement | Cash Flow |
---|---|---|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number:
(Exact name of registrant as specified in its Charter)
|
| |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
|
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| |
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbols |
| Name of each exchange on which registered |
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| |
| |
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| |
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| |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer | ☐ |
| | ☒ |
Non-accelerated filer | ☐ |
| Smaller reporting company | |
Emerging growth company | |
|
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|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). YES
As of November 6, 2020, there were
TABLE OF CONTENTS
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Item 1. |
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3 | ||
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4 | ||
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Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) | 5 | |
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6 | ||
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Notes to Unaudited, Interim Consolidated Financial Statements (Unaudited) | 7 | |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
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Item 3. | 23 | |
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Item 4. | 23 | |
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25 | ||
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Item 1. | 25 | |
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Item 1A. | 25 | |
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Item 2. | 25 | |
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Item 3. | 26 | |
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Item 4. | 26 | |
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Item 5. | 26 | |
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Item 6. | 27 |
2
GORES METROPOULOS, INC.
CONSOLIDATED BALANCE SHEETS
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||
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| (unaudited) |
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| (audited) |
| ||||
CURRENT ASSETS: |
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Cash and cash equivalents |
| $ |
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| $ |
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Prepaid assets |
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Total current assets |
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Deferred income tax |
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| — |
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Investments and cash held in Trust Account |
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Total assets |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accrued expenses, formation and offering costs |
| $ |
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| $ |
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State franchise tax accrual |
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Current income tax and interest payable |
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Total current liabilities |
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Deferred underwriting compensation |
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Total liabilities |
| $ |
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| $ |
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Commitments and Contingencies: |
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Class A Common Stock subject to possible redemption, |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock |
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Class A Common Stock, $ |
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Class F Common Stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
| $ |
| |
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| $ |
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|
See accompanying notes to the unaudited, interim, consolidated financial statements.
3
GORES METROPOULOS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three Months Ended | Three Months Ended |
|
| Nine Months Ended |
|
| Nine Months Ended |
| |||||||||
|
| September 30, 2020 | September 30, 2019 |
|
| September 30, 2020 |
|
| September 30, 2019 |
| |||||||||
Revenues | $ |
| — |
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| $ |
| — |
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| $ |
| — |
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| $ |
| — |
|
Professional fees and other expenses |
|
| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
State franchise taxes, other than income tax |
|
| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Net loss from operations |
|
| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Other income - interest income |
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Net income/(loss) before income taxes | $ |
| ( | ) |
| $ |
| |
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| $ |
| ( | ) |
| $ |
| |
|
Income tax provision and interest |
|
| |
|
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| ( | ) |
|
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| ( | ) |
|
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| ( | ) |
Net income/(loss) attributable to common shares | $ |
| ( | ) |
| $ |
| |
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| $ |
| ( | ) |
| $ |
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Net income/(loss) per ordinary share: |
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Class A ordinary shares - basic and diluted | $ |
| ( | ) |
| $ |
| |
|
| $ |
| ( | ) |
| $ |
| |
|
Class F ordinary shares - basic and diluted | $ |
| ( | ) |
| $ |
| ( | ) |
| $ |
| ( | ) |
| $ |
| ( | ) |
See accompanying notes to the unaudited, interim, consolidated financial statements.
4
GORES METROPOULOS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
|
| Three Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||||
|
| Class A Common Stock |
|
| Class F Common Stock |
|
| Additional |
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| Retained |
|
| Stockholders' |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
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| Shares |
|
| Amount |
|
| Paid-In Capital |
|
| Earnings |
|
| Equity |
| ||||||||||||
Beginning Balance at July 1, 2019 |
|
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| $ |
| |
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| $ |
| |
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| $ |
| |
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| $ |
| |
|
| $ |
| |
|
Class A common stock subject to possible redemption; |
|
| ( | ) |
|
|
| ( | ) |
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| - |
|
|
|
| ( | ) |
Net income |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
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| |
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| |
|
Balance at September 30, 2019 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
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| $ |
| |
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|
| Nine Months Ended September 30, 2019 |
| |||||||||||||||||||||||||||||||
|
| Class A Common Stock |
|
| Class F Common Stock |
|
| Additional |
|
| Retained Earnings/ |
|
| Stockholders' |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
|
| Shares |
|
| Amount |
|
| Paid-In Capital |
|
| (Acc. Deficit) |
|
| Equity |
| ||||||||||||
Beginning Balance at January 1, 2019 |
|
| - |
|
| $ |
| - |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| ( | ) |
| $ |
| |
|
Forfeited Class F Common stock by Sponsor |
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| ( | ) |
|
|
| |
|
|
|
| - |
|
|
|
| - |
|
Proceeds from initial public offering of Units on February 5, 2019 at $ |
|
| |
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|
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| |
|
|
|
| - |
|
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|
| - |
|
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| |
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| - |
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Sale of |
|
| - |
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|
| - |
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| - |
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| - |
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| |
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|
| - |
|
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Underwriters discounts |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| - |
|
|
|
| ( | ) |
Offering costs charged to additional paid-in capital |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| - |
|
|
|
| ( | ) |
Deferred underwriting compensation |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| - |
|
|
|
| ( | ) |
Class A common stock subject to possible redemption; |
|
| ( | ) |
|
|
| ( | ) |
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| - |
|
|
|
| ( | ) |
Net income |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| |
|
|
|
| |
|
Balance at September 30, 2019 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
| Three Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||||
|
| Class A Common Stock |
|
| Class F Common Stock |
|
| Additional |
|
| Retained |
|
| Stockholders' |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
|
| Shares |
|
| Amount |
|
| Paid-In Capital |
|
| Earnings |
|
| Equity |
| ||||||||||||
Beginning Balance at July 1, 2020 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
Class A common stock subject to possible redemption; |
|
| |
|
|
|
| |
|
|
|
| - |
|
|
|
| - |
|
|
|
| |
|
|
|
| - |
|
|
|
| |
|
Net loss |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| ( | ) |
Balance at September 30, 2020 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, 2020 |
| |||||||||||||||||||||||||||||||
|
| Class A Common Stock |
|
| Class F Common Stock |
|
| Additional |
|
| Retained |
|
| Stockholders' |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
|
| Shares |
|
| Amount |
|
| Paid-In Capital |
|
| Earnings |
|
| Equity |
| ||||||||||||
Beginning Balance at January 1, 2020 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
Class A common stock subject to possible redemption; |
|
| |
|
|
|
| |
|
|
|
| - |
|
|
|
| - |
|
|
|
| |
|
|
|
| - |
|
|
|
| |
|
Net loss |
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| - |
|
|
|
| ( | ) |
|
|
| ( | ) |
Balance at September 30, 2020 |
|
| |
|
| $ |
| |
|
|
|
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
| $ |
| |
|
See accompanying notes to the unaudited, interim, consolidated financial statements
5
GORES METROPOULOS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
| Nine Months Ended |
|
|
| Nine Months Ended |
| ||
|
|
| September 30, 2020 |
|
|
| September 30, 2019 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
| $ |
| ( | ) |
| $ |
| |
|
Changes in state franchise tax accrual |
|
|
| ( | ) |
|
|
| |
|
Changes in prepaid assets and deferred costs |
|
|
| |
|
|
|
| ( | ) |
Changes in deferred offering costs |
|
|
| — |
|
|
|
| |
|
Changes in accrued expenses, formation and offering costs |
|
|
| |
|
|
|
| ( | ) |
Changes in current income tax and interest payable |
|
|
| ( | ) |
|
|
| |
|
Changes in deferred income tax |
|
|
| |
|
|
|
| |
|
Net cash provided by/(used in) operating activities |
|
|
| ( | ) |
|
|
| |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
Cash deposited in Trust Account |
|
|
| — |
|
|
|
| ( | ) |
Interest reinvested in Trust Account |
|
|
| |
|
|
|
| ( | ) |
Net cash provided by/(used in) investing activities |
|
|
| |
|
|
|
| ( | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Units in initial public offering |
|
|
| — |
|
|
|
| |
|
Proceeds from sale of Private Placement Warrants to Sponsor |
|
|
| — |
|
|
|
| |
|
Repayment of notes and advances payable – related party |
|
|
| — |
|
|
|
| ( | ) |
Payment of underwriters’ discounts and commissions |
|
|
| — |
|
|
|
| ( | ) |
Payment of accrued offering costs |
|
|
| — |
|
|
|
| ( | ) |
Net cash provided by financing activities |
|
|
| — |
|
|
|
| |
|
Increase/(decrease) in cash |
|
|
| ( | ) |
|
|
| |
|
Cash at beginning of period |
|
|
| |
|
|
|
| |
|
Cash at end of period |
| $ |
| |
|
| $ |
| |
|
Supplemental disclosure of cash and non-cash financing activities: |
|
|
|
|
|
|
|
|
|
|
Deferred underwriting compensation |
| $ |
| — |
|
| $ |
| |
|
Cash paid for income and state franchise taxes |
|
|
| |
|
|
|
| |
|
See accompanying notes to the unaudited, interim, consolidated financial statements.
6
GORES METROPOULOS, INC.
NOTES TO THE UNAUDITED, INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business Operations
Organization and General
Gores Metropoulos, Inc. (the “Company”) was incorporated in Delaware on August 28, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s Sponsor is Gores Metropoulos Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end.
On August 20, 2020, the Company formed
At September 30, 2020, the Company had not commenced any operations. All activity for the period from August 28, 2018 (inception) through September 30, 2020 relates to the Company’s formation and initial public offering (“Public Offering”) described below, the identification and evaluation of prospective acquisition targets for a Business Combination and the entry into the Merger Agreement (as defined below) in connection with the Proposed Business Combination and transactions contemplated thereby. The Company completed the Public Offering on February 5, 2019 (the “IPO Closing Date”).
The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. Subsequent to the Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below).
Proposed Luminar Technologies, Inc. Business Combination
On August 24, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Dawn Merger Sub I, Dawn Merger Sub II and Luminar Technologies, Inc. (“Luminar”), which provides for, among other things: (a) the merger of Dawn Merger Sub I with and into Luminar, with Luminar continuing as the surviving corporation (the “First Merger”); and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Luminar with and into Dawn Merger Sub II, with Dawn Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The transactions set forth in the Merger Agreement, including the Mergers, will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. Such transactions are hereinafter referred to as the “Proposed Business Combination.”
The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Board of Directors of the Company (the “Board”) on August 23, 2020.
The Merger Agreement
Pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of Luminar will be a number of shares of Company class A common stock, par value $
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equal to the Per Share Company Stock Consideration (as defined in the Merger Agreement) issuable in Class A Stock and (b) Luminar’s Class B common stock will be entitled to receive a number of shares of newly-issued Company Class B common stock equal to the Per Share Company Stock Consideration issuable in Company Class B common stock.
In addition to the consideration to be paid at the closing of the Proposed Business Combination, stockholders of Luminar will be entitled to receive an additional number of earn-out shares from the Company, issuable in either Class A Stock or Company Class B common stock as provided in the Merger Agreement, of up to
For further discussion of the Proposed Business Combination and the Merger Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments— Proposed Luminar Technologies, Inc. Business Combination.”
Financing
Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $
The Company intends to finance a Business Combination with the net proceeds from its $
Trust Account
Funds held in the Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of September 30, 2020, the Trust Account consisted of money market funds.
The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $
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Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least
As discussed above, the Company entered into a definitive agreement for the Proposed Business Combination and intends to seek stockholder approval of the Proposed Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Proposed Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The Company will complete the Proposed Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Proposed Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $
In connection with a Business Combination, the Company may alternatively provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its 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 the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules
As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at the redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”) in subsequent periods.
The Company will have 24 months from the IPO Closing Date to complete the Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $
The Sponsor and the Company’s officers and directors have entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period.
In connection with the Proposed Business Combination, the Sponsor and the Company’s independent directors (the “Initial Stockholders”) have also entered into a Waiver Agreement pursuant to which they have waived their rights to a conversion price adjustment with respect to any shares of common stock they may hold in
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connection with the consummation of the Proposed Business Combination. Currently, the Sponsor and the Company’s officers and directors own
Emerging Growth Company
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2020 and the results of operations and cash flows for the periods presented. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the full year or any other period. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2020.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
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Net Income/(Loss) Per Common Share
The Company has two classes of shares, which are referred to as Class A and Class F common stock, par value $
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| For the Three Months Ended September 30, 2020 |
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| For the Three Months Ended September 30, 2019 |
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| For the Nine Months Ended September 30, 2020 |
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| For the Nine Months Ended September 30, 2019 |
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| Class A |
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| Class F |
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| Class A |
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| Class F |
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| Class A |
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| Class F |
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| Class A |
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| Class F |
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Basic and diluted net income/(loss) per share: |
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Allocation of net income/(loss) |
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