| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 85-2482699 (I.R.S. Employer Identification Number) | |
| Copies to: | | |||
| Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig PA 333 S.E. 2nd Avenue Miami, FL 33131 Tel: (305) 579-0576 | | | Gregg A. Noel, Esq. Michael J. Schwartz, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, CA 94301 Tel: (650) 470-4500 | |
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Title of each Class of Security being registered | | | | Amount being Registered | | | | Proposed Maximum Offering Price Per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | | | | | Amount being Registered | | | | Proposed Maximum Offering Price Per Security(1) | | | | Proposed Maximum Aggregate Offering Price(1) | | | | Amount of Registration Fee | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant (2) | | | | 34,500,000 Units | | | | $10.00 | | | | $345,000,000 | | | | $37,640 | | |||||||||||||||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant (2) | | | | 34,500,000 Units | | | | $10.00 | | | | $345,000,000 | | | | $37,640 | | |||||||||||||||||
Shares of Class A common stock included as part of the units (3) | | | | 34,500,000 Shares | | | | — | | | | — | | | | —(4) | | | | | 34,500,000 Shares | | | | — | | | | — | | | | —(4) | |
Redeemable warrants included as part of the units(3) | | | | 8,625,000 Warrants | | | | — | | | | — | | | | —(4) | | | | | 6,900,000 Warrants | | | | — | | | | — | | | | —(4) | |
Total | | | | | | | | | | | | $345,000,000 | | | | $37,640 | | | | | | | | | | | | | $345,000,000 | | | | $37,640(5) | |
| | | Price to Public | | | Underwriting Discount(1) | | | Proceeds, Before Expenses, to us | | |||||||||
Per Unit | | | | $ | 10.00 | | | | | $ | 0.55 | | | | | $ | 9.45 | | |
Total | | | | $ | 300,000,000 | | | | | $ | 16,500,000 | | | | | $ | 283,500,000 | | |
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| | | | F-1 | | |
| | November 30, 2020 | | | August 31, 2020 | | ||||||||||||||||||||
| | Actual | | As Adjusted | | | Actual | | As Adjusted | | ||||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | ||||
Working capital (deficit) | | | $ | (108,296) | | | | $ | 302,124,454(1) | | | | | $ | (52,796) | | | | $ | 302,124,454(1) | | | ||||
Total assets | | | $ | 139,954 | | | | $ | 302,124,454(2) | | | | | $ | 102,250 | | | | $ | 302,124,454(2) | | | ||||
Total liabilities | | | $ | 115,500 | | | | $ | — | | | | | $ | 77,796 | | | | $ | — | | | ||||
Value of shares of common stock which may be redeemed for cash | | | $ | — | | | | $ | 297,124,450(3) | | | | | $ | — | | | | $ | 297,124,450(3) | | | ||||
Stockholders’ equity | | | $ | 24,454 | | | | $ | 5,000,004 | | | | | $ | 24,454 | | | | $ | 5,000,004 | | |
| | | Without Over-Allotment Option | | | Over-Allotment Option Exercised | | ||||||
Gross proceeds | | | | | | | | | | | | | |
Offering(1) | | | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
Private Placement | | | | | 9,000,00 | | | | | | 9,000,00 | | |
Total gross proceeds | | | | | 309,000,000 | | | | | | 354,000,000 | | |
Offering expenses(2) | | | | | | | | | | | | | |
Underwriting discount (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | | | 6,000,000 | | | | | | 6,900,000 | | |
Legal fees and expenses | | | | | 300,000 | | | | | | 300,000 | | |
Nasdaq listing fees | | | | | 75,000 | | | | | | 75,000 | | |
Printing and engraving expenses | | | | | 25,000 | | | | | | 25,000 | | |
Accounting fees and expenses | | | | | 49,000 | | | | | | 49,000 | | |
FINRA filing fee | | | | | 52,250 | | | | | | 52,250 | | |
D&O insurance | | | | | 200,000 | | | | | | 200,000 | | |
SEC registration fee | | | | | 44,781 | | | | | | 44,781 | | |
Miscellaneous expenses | | | | | 153,969 | | | | | | 153,969 | | |
Total offering expenses | | | | | 6,900,000 | | | | | | 7,800,000 | | |
Net proceeds | | | | | | | | | | | | | |
Held in the trust account(3) | | | | | 300,000,000 | | | | | | 345,000,000 | | |
Not held in the trust account | | | | | 2,100,000 | | | | | | 1,200,000 | | |
Total net proceeds | | | | $ | 302,100,000 | | | | | $ | 346,200,000 | | |
Use of net proceeds not held in the trust account(4) | | | | | | | | | | | | | |
| | | Amount | | | % of Total | | ||||||
Legal, accounting and other third party expenses attendant to the search for target businesses and to the structuring of our initial business combination | | | | $ | 1,000,000 | | | | | | 47.6% | | |
Due diligence of target by sponsor, officers, directors | | | | | 150,000 | | | | | | 7.1% | | |
Legal and accounting fees relating to SEC reporting obligations | | | | | 150,000 | | | | | | 7.1% | | |
Administrative fee ($10,000 per month for 24 months(or 27 months, as applicable)) | | | | | 240,000 | | | | | | 11.4% | | |
Nasdaq continued listing fees | | | | | 75,000 | | | | | | 3.6% | | |
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves | | | | | 485,000 | | | | | | 23.1% | | |
Total | | | | $ | 2,100,000 | | | | | | 100.0% | | |
| Public offering price | | | | | | | | $ | 10.00 | | | Public offering price | | | | | | | | $ | 10.00 | | | ||||
| Net tangible book value before this offering | | | $ | (0.01) | | | | | | | | Net tangible book value before this offering | | | $ | (0.00) | | | | | | | | ||||
| Net increase attributable to public stockholders and private sales | | | | 0.59 | | | | | | | | Net increase attributable to public stockholders and private sales | | | | 0.58 | | | | | | | | ||||
| Pro forma net tangible book value after this offering and the sale of the private units | | | | | | | | | 0.58 | | | Pro forma net tangible book value after this offering and the sale of the private units | | | | | | | | | 0.58 | | | ||||
| Dilution to public stockholders | | | | | | | | $ | 9.42 | | | Dilution to public stockholders | | | | | | | | $ | 9.42 | | | ||||
| Percentage of dilution to new investors | | | | | | | | | 94.2% | | | Percentage of dilution to new investors | | | | | | | | | 94.2% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price per Share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Sponsor (with respect to founder shares) | | | | | 7,500,000(1) | | | | | | 19.53% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Sponsor (with respect to private shares) | | | | | 900,000(2) | | | | | | 2.34% | | | | | | 9,000,000 | | | | | | 2.91% | | | | | $ | 10.00 | | |
Public stockholders | | | | | 30,000,000 | | | | | | 78.13 | | | | | | 300,000,000 | | | | | | 97.08% | | | | | $ | 10.00 | | |
Total | | | | | 38,400,000 | | | | | | 100.0% | | | | | $ | 309,025,000 | | | | | | 100.00% | | | | | | | | |
| Numerator: | | | | | | | Numerator: | | | | | | | ||
| Net tangible book value before the offering | | | $ | (108,296) | | | Net tangible book value before the offering | | | $ | (52,796) | | | ||
| Addback offering costs incurred | | | | 132,750 | | | Addback offering costs incurred | | | | 77,250 | | | ||
| Subtotal | | | | 24,454 | | | Subtotal | | | | 24,454 | | | ||
| Proceeds from this offering and private placements of private units, net of expenses | | | | 302,100,000 | | | Proceeds from this offering and private placements of private units, net of expenses | | | | 302,100,000 | | | ||
| Less: Shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (297,124,450) | | | Less: Shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (297,124,450) | | | ||
| | | | $ | 5,000,004 | | | | | | $ | 5,000,004 | | | ||
| Denominator: | | | | | | | Denominator: | | | | | | | ||
| Shares of common stock outstanding prior to this offering | | | | 8,625,000 | | | Shares of common stock outstanding prior to this offering | | | | 8,625,000 | | | ||
| Less: Shares forfeited if over-allotment option is not exercised | | | | (1,125,000) | | | Less: Shares forfeited if over-allotment option is not exercised | | | | (1,125,000) | | | ||
| Shares of common stock to be sold as part of the public units | | | | 30,000,000 | | | Shares of common stock to be sold as part of the public units | | | | 30,000,000 | | | ||
| Shares of common stock to be sold as part of the private units | | | | 900,000 | | | Shares of common stock to be sold as part of the private units | | | | 900,000 | | | ||
| Less: Shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (29,712,445) | | | Less: Shares subject to redemption to maintain net tangible assets of $5,000,001 | | | | (29,712,445) | | | ||
| | | | | 8,687,555 | | | | | | | 8,687,555 | | |
| | As at November 30, 2020 | | | As at August 31, 2020 | | ||||||||||||||||||||
| | Actual | | As Adjusted(1) | | | Actual | | As Adjusted(1) | | ||||||||||||||||
Shares of common stock, par value $0.0001 per share, subject to redemption(2) | | | | — | | | | $ | 297,124,450 | | | | | | — | | | | $ | 297,124,450 | | | ||||
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | ||||
Preferred shares, par value $0.0001 per share, 1,000,000 authorized; none issued or outstanding | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Shares of Class A common stock, par value $0.0001 per share, 200,000,000 authorized, actual and as adjusted; none issued or outstanding, actual; 287,555 issued and outstanding (excluding 29,712,445 shares subject to possible redemption), as adjusted | | | | — | | | | | 29 | | | | | | — | | | | | 29 | | | ||||
Shares of Class B common stock, par value $0.0001 per share, 20,000,000 shares authorized, actual and as adjusted; 8,625,000 shares issued and outstanding, actual; 7,500,000 issued and outstanding, as adjusted | | | | 863 | | | | | 750 | | | | | | 863 | | | | | 750 | | | ||||
Additional paid-in capital(3) | | | | 24,137 | | | | | 4,999,771 | | | | | | 24,137 | | | | | 4,999,771 | | | ||||
Accumulated deficit | | | | (546) | | | | | (546) | | | | | | (546) | | | | | (546) | | | ||||
Total stockholders’ equity: | | | | 24,454 | | | | | 5,000,004 | | | | | | 24,454 | | | | | 5,000,004 | | | ||||
Total capitalization | | | $ | 24,454 | | | | $ | 302,124,454 | | | | | $ | 24,454 | | | | $ | 302,124,454 | | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| Escrow of offering proceeds | | | $300,000,000 of the net offering proceeds (or $345,000,000 if the over-allotment option is exercised), which includes the $9,000,000 of the net proceeds from the sale of the private units, will be deposited into a trust account in the United States in New York, New York, maintained by Continental Stock Transfer and Trust Company acting as trustee. | | | $264,600,000 of the net offering proceeds (or $304,290,000 if the over-allotment option is exercised would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
| Investment of net proceeds | | | $300,000,000 of the net offering proceeds (or $345,000,000 if the over-allotment option is exercised), which includes the $9,000,000 of the net proceeds from the sale of the private units, held in trust will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to stockholders is reduced by any taxes paid or payable and up to $100,000 payable for dissolution expenses. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination. | |
| Limitation on fair value or net assets of target business | | | Our initial business combination must be with one or more target businesses or assets that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | commissions any taxes payable on interest earned) at the time of the agreement to enter into such initial business combination. | | | | |
| Trading of securities issued | | | The units may commence trading on or promptly after the date of this prospectus. The public shares and public warrants may begin trading separately on the 52nd day after the date of this prospectus unless Cowen informs us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, such Form 8-K to be amended or supplemented with updated financial information in the event the over-allotment option is exercised or if Cowen permits separate trading prior to the 52nd day after the date of this prospectus and we have issued a press release announcing when separate trading will begin. | | | No trading of the units or the underlying public shares or warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| Election to remain an investor | | | We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to redeem their shares of common stock in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under Delaware law | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | and our bylaws, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to redeem their shares for cash or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. Under the tender offer rules, a tender offer must remain open for 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to sell their shares to us in such a tender offer or to remain an investor in our company. | | | has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| Business combination deadline | | | Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account less up to $100,000 of interest to pay dissolution expenses and net of interest that | | | If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | | may be used by us to pay our franchise and income taxes payable, 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 liquidation distributions, if any), subject to applicable law, and (iii) 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 the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
| Release of funds | | | Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period;, (3) the redemption of any public shares properly tendered 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 redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity. | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business combination within the allotted time. | |
Name | | | Age | | | Position | |
Stephen Girsky* | | | 58 | | | Chief Executive Officer and Director | |
Mary Chan* | | | 58 | | | President and Chief Operating Officer | |
Steve Shindler* | | | 57 | | | Chief Financial Officer | |
Mindy Luxenberg-Grant* | | | 53 | | | Treasurer and Secretary | |
Rich Bilotti | | | 58 | | | Vice President — Business Development | |
Julia Steyn | | | 45 | | | Vice President — Business Development | |
Sarah W. Hallac | | | 56 | | | Director Nominee** | |
Richard J. Lynch | | | 72 | | | Director Nominee** | |
Sherwin Prior | | | 53 | | | Director Nominee** | |
Marc Sulam | | | 58 | | | Director Nominee** | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Stephen Girsky | | | VectoIQ, LLC | | | Independent advisory firm | | | Managing Partner | |
| | | Nikola Corporation | | | Electric vehicles | | | Chairman of the Board | |
| | | United States Steel Corporation | | | Steel production | | | Director | |
| | | Brookfield Business Partners Limited | | | Business services and industrials | | | Director | |
| | | Clarios | | | Automotive battery technology | | | Director | |
| | | Valens Semiconductor | | | Semiconductor provider | | | Director | |
Mary Chan | | | VectoIQ, LLC | | | Independent advisory firm | | | Managing Partner | |
| | | Magna International Inc. | | | Global automotive supplier | | | Director | |
| | | Dialog Semiconductor PLC | | | Semiconductor manufacturer | | | Director | |
| | | SBA Communications Corporation | | | Wireless infrastructure provider | | | Director | |
| | | CommScope | | | Network infrastructure provider | | | Director | |
| | | Service King | | | Automotive collision repair | | | Director | |
Steve Shindler | | | NII Holdings, Inc. | | | Mobile communications services provider | | | Director | |
| | | Nikola Corporation | | | Electric vehicles | | | Director | |
Mindy Luxenberg-Grant | | | VectoIQ, LLC | | | Independent advisory firm | | | Chief Financial Officer | |
Julia Steyn | | | VectoIQ, LLC | | | Independent advisory firm | | | Chief Commercial Officer | |
Richard J. Lynch | | | FB Associates, LLC | | | Consulting | | | President | |
| | | Ribbon Communications Inc. | | | Communications equipment | | | Director | |
| | | Blackberry Limited | | | Enterprise software | | | Director | |
Sherwin Prior | | | Orbia | | | Venture capital | | | Director of U.S. Ventures | |
| | Prior to Offering | | After Offering(2) | | | Prior to Offering | | After Offering(2) | | ||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1) | | Amount and Nature of Beneficial Ownership | | Approximate Percentage of Outstanding common stock(3) | | Amount and Nature of Beneficial Ownership | | Approximate Percentage of Outstanding Common Stock(4) | | | Amount and Nature of Beneficial Ownership | | Approximate Percentage of Outstanding common stock(3) | | Amount and Nature of Beneficial Ownership | | Approximate Percentage of Outstanding Common Stock(4) | | ||||||||||||||||||||||||||||||||
VectoIQ Holdings II, LLC(5) | | | | 8,565,000 | | | | | 99.13% | | | | | 8,340,000 | | | | | 21.7% | | | | | | 8,565,000 | | | | | 99.13% | | | | | 8,340,000 | | | | | 21.7% | | | ||||||||
Stephen Girsky(6) | | | | 8,565,000 | | | | | 99.13% | | | | | 8,340,000 | | | | | 21.7% | | | | | | 8,565,000 | | | | | 99.13% | | | | | 8,340,000 | | | | | 21.7% | | | ||||||||
Mary Chan(6) | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Steve Shindler(6) | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Mindy Luxenberg-Grant(6) | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Rich Bilotti(6) | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Julia Steyn(6) | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||
Sarah W. Hallac | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | ||||||||
Richard J. Lynch | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | ||||||||
Sherwin Prior | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | ||||||||
Marc Sulam | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | | | | 15,000 | | | | | * | | | | | 15,000 | | | | | * | | | ||||||||
All directors and officers as a group (ten individuals) | | | | 8,625,000 | | | | | 100% | | | | | 8,400,000 | | | | | 21.9% | | | | | | 8,625,000 | | | | | 100% | | | | | 8,400,000 | | | | | 21.9% | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Our Common stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | ≥$18.00 | | |||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Our Common stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | ≥$18.00 | | |||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of Our Common stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | ≥$18.00 | | |||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter | | | Number of Units | | |||
Cowen and Company, LLC | | | | ||||
Morgan Stanley & Co. LLC | | | | | | | |
Total | | | | | 30,000,000 | | |
| | | No Exercise | | | Full Exercise | | ||||||
Per Unit(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 16,500,000 | | | | | $ | 18,975,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| Assets | | | | | | | Assets | | | | | | | ||
| Current assets: | | | | | | | Current assets: | | | | | | | ||
| Cash | | | $ | 7,204 | | | Cash | | | $ | 25,000 | | | ||
| Total current assets | | | | 7,204 | | | Total current assets | | | | 25,000 | | | ||
| Deferred offering costs associated with initial public offering | | | | 132,750 | | | Deferred offering costs associated with initial public offering | | | | 77,250 | | | ||
| Total assets | | | $ | 139,954 | | | Total assets | | | $ | 102,250 | | | ||
| Liabilities and Stockholders’ Equity | | | | | | | Liabilities and Stockholder’s Equity | | | | | | | ||
| Current liabilities: | | | | | | | Current liabilities: | | | | | | | ||
| Accounts payable | | | $ | 10,500 | | | Accounts payable | | | $ | 546 | | | ||
| Accrued expenses | | | | 70,000 | | | Accrued expenses | | | | 77,250 | | | ||
| Note payable-related party | | | | 35,000 | | | Total current liabilities | | | | 77,796 | | | ||
| Total current liabilities | | | | 115,500 | | | Commitments | | | | | | | ||
| Commitments | | | | | | | Stockholder’s Equity: | | | | | | | ||
| Stockholders’ Equity: | | | | | | | Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | ||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | — | | | Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | | | | — | | | ||
| Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | | | | — | | | Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | | 863 | | | ||
| Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding(1) | | | | 863 | | | Additional paid-in capital | | | | 24,137 | | | ||
| Additional paid-in capital | | | | 24,137 | | | Accumulated deficit | | | | (546) | | | ||
| Accumulated deficit | | | | (546) | | | Total stockholder’s equity | | | | 24,454 | | | ||
| Total stockholders’ equity | | | | 24,454 | | | Total Liabilities and Stockholder’s Equity | | | $ | 102,250 | | | ||
| Total Liabilities and Stockholders’ Equity | | | $ | 139,954 | | |
| General and administrative expenses | | | | $ | 546 | | |
| Net loss | | | | $ | (546) | | |
| Weighted average shares outstanding, basic and diluted(1) | | | | | 7,500,000 | | |
| Basic and diluted net loss per share | | | | $ | (0.00) | | |
| | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | | Class B Common Stock | | | Additional Paid-in Capital | | Accumulated Deficit | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance – August 10, 2020 (inception) | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | | | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | ||||||||||
Issuance of Class B common stock(1) | | | | 8,625,000 | | | | | 863 | | | | | 24,137 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Issuance of Class B common stock including 8,625,000 shares to Sponsor (1) | | | | 8,625,000 | | | | | 863 | | | | | 24,137 | | | | | — | | | | | 25,000 | | | ||||||||||||||||||||||||||||||||||||
Net loss | | | | — | | | | | — | | | | | — | | | | | (546) | | | | | (546) | | | | | | — | | | | | — | | | | | — | | | | | (546) | | | | | (546) | | | ||||||||||
Balance – November 30, 2020 | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (546) | | | | $ | 24,454 | | | ||||||||||||||||||||||||||||||||||||
Balance – August 31, 2020 | | | | 8,625,000 | | | | $ | 863 | | | | $ | 24,137 | | | | $ | (546) | | | | $ | 24,454 | | |
| Cash Flows from Operating Activities: | | | | | | | Cash Flows from Operating Activities: | | | | | | | ||
| Net loss | | | $ | (546) | | | Net loss | | | $ | (546) | | | ||
| Net cash used in operating activities | | | | (546) | | | Changes in operating assets and liabilities: | | | | | | | ||
| Cash Flows from Financing Activities: | | | | | | | Accounts payable | | | | 546 | | | ||
| Proceeds from issuance of Class B common stock | | | | 25,000 | | | Net cash used in operating activities | | | | — | | | ||
| Proceeds from Note payable-related party | | | | 35,000 | | | Cash Flows from Financing Activities: | | | | | | | ||
| Paid deferred offering cost | | | | (52,250) | | | Proceeds from issuance of Class B common stock to Sponsor | | | | 25,000 | | | ||
| Net cash provided by financing activities | | | | 7,750 | | | Net cash provided by financing activities | | | | 25,000 | | | ||
| Net increase in cash | | | | 7,204 | | | Net increase in cash | | | | 25,000 | | | ||
| Cash – beginning of the period | | | | — | | | Cash – beginning of the period | | | | — | | | ||
| Cash – end of the period | | | $ | 7,204 | | | Cash – end of the period | | | $ | 25,000 | | | ||
| Supplemental disclosure of noncash operating and financing activities: | | | | | | | Supplemental disclosure of noncash operating and financing activities: | | | | | | | ||
| Deferred offering costs included in accounts payable and accrued expenses | | | $ | 80,500 | | | Deferred offering costs included in accrued expenses | | | $ | 77,250 | | |
| SEC Registration Fees | | | | $ | 44,781 | | |
| FINRA Filing Fees | | | | $ | 52,250 | | |
| Accounting fees and expenses | | | | $ | 49,000 | | |
| Printing and engraving expenses | | | | $ | 25,000 | | |
| Nasdaq listing expenses | | | | $ | 75,000 | | |
| D&O insurance | | | | $ | 200,000 | | |
| Legal fees and expenses | | | | $ | 300,000 | | |
| Miscellaneous(1) | | | | $ | 153,969 | | |
| Total | | | | $ | 900,000 | | |
Exhibit No. | | | Description | | |||
| | 10.6** | | | | Form of Indemnity Agreement | |
| | 10.7** | | | | Form of Administrative Services Agreement | |
| | 14** | | | | Form of Code of Ethics | |
| | 23.1* | | | | Consent of RSM US LLP | |
| | 23.2* | | | | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) | |
| | 99.1** | | | | Audit Committee Charter | |
| | 99.2** | | | | Compensation Committee Charter | |
| | 99.3** | | | | Consent of Sarah Hallac | |
| | 99.4** | | | | Consent of Richard Lynch | |
| | 99.5** | | | | Consent of Sherwin Prior | |
| | 99.6** | | | | Consent of Marc Sulam | |
| Name | | | Position | | | Date | |
| /s/ Stephen Girsky Stephen Girsky | | | Chief Executive Officer and Director (Principal executive officer) | | | | |
| /s/ Steve Shindler Steve Shindler | | | Chief Financial Officer (Principal financial and accounting officer) | | | |