| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Page |
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| Item 1. |
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1 |
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2 |
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3 |
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4 |
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5 |
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| Item 2. |
17 |
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| Item 3. |
20 |
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| Item 4. |
20 |
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| Item 1. |
20 |
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| Item 1A. |
20 |
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| Item 2. |
71 |
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| Item 3. |
71 |
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| Item 4. |
71 |
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| Item 5. |
71 |
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| Item 6. |
72 |
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September 30, 2021 |
December 31, 2020 |
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| ASSETS |
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| Current assets: |
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| Cash |
$ | $ | ||||||
| Prepaid expenses |
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| Cash and cash equivalent held in Trust Account |
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| Accrued dividends receivable held in Trust Account |
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| Total current assets |
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| Deferred tax asset |
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| Cash and cash equivalent held in Trust Account |
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| Accrued dividends receivable held in Trust Account |
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| Total assets |
$ |
$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable |
$ | $ | ||||||
| Accrued offering costs |
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| Income tax payable |
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| Working capital note (see Note 5 ) |
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| Warrant liability |
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| Deferred underwriting discount |
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| Total current liabilities |
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| Deferred underwriting discount |
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| Total liabilities |
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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, $ and December 31, 2020 respectively |
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| Class A common shares, $ respectively |
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| Class B common shares, $ September 30, 2021 and December 31, 2020, respectively |
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| Additional paid-in capital |
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| Accumulated deficit |
( |
) | ( |
) | ||||
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| Total stockholders’ equity/(deficit) |
( |
) | ( |
) | ||||
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| Total liabilities and stockholders’ equity |
$ |
$ |
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Three months ended September 30, |
Nine |
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2021 |
2020 (As Restated) |
2021 |
2020 (As Restated) |
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| Dividend income |
$ | $ | $ | $ | ||||||||||||
| General and administrative expenses |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
| Change in fair value of warrant liability |
( |
) | ( |
) | ||||||||||||
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| Income (loss) before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax benefit (expense) |
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| Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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| Weighted average number of shares outstanding of Class A common stock |
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| Basic and diluted net income (loss) per share, Class A |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| |
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| Weighted average number of shares outstanding of Class B common stock |
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| Basic and diluted net income (loss) per share, Class B |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| |
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For the three and nine months ended September 30, 2021 |
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Class A Common Shares |
Class B Common Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Stockholders’ Equity |
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Shares |
Amount |
Shares |
Amount |
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| Balance, December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Net income |
— | — | ||||||||||||||||||||||||||
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| Balance, March 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||
| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
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| Balance, June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
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| Balance, September 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
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For the three and nine months ended September 30, 2020 |
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Class A Common Shares |
Class B Common Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
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| Balance, December 31, 2019 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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| Net income (loss) |
— | — | ||||||||||||||||||||||||||
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| Balance, March 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
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| Balance, June 30, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Excess of cash received over fair value of private placement warrant s |
— | — | — | — | — | |||||||||||||||||||||||
| Forfeiture of Founder Shares pursuant to partial exercise of underwriters’ over-allotment option |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
| Accretion for Class A common stock to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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| Balance, |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
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Nine months ended September 30, |
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2021 |
2020 (As Restated) |
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| Cash flows from operating activities: |
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| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
| Change in fair value of warrant liability |
( |
) | ||||||
| Issuance costs related to warrant liability |
||||||||
| Change in operating assets and liabilities: |
||||||||
| (Increase)/decrease in dividend receivable |
( |
) | ||||||
| (Increase)/decrease in prepaid expenses |
( |
) | ||||||
| Increase in deferred tax assets |
( |
) | ( |
) | ||||
| Increase in accounts payable |
||||||||
| Increase in income tax payable |
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| |
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|
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| Net cash used for operating activities |
( |
) | ( |
) | ||||
| |
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| Cash flows from financing activities: |
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| Proceeds from sale of Class A common stock to public |
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| Proceeds from sale of Private Placement Warrants |
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| Payment of underwriting discounts |
( |
) | ||||||
| Payment of offering costs |
( |
) | ( |
) | ||||
| Proceeds from promissory note |
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| Repayment of promissory note |
( |
) | ||||||
| Proceeds from working capital note |
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| Net cash provided by financing activities |
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| Increase/(decrease) in cash and restricted cash |
( |
) | ||||||
| Cash and restricted cash and cash equivalents at beginning of period |
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| Cash and restricted cash and cash equivalents at end of period |
$ | $ | ||||||
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| Supplemental disclosure of non-cash financing activities |
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| Accrued offering costs |
$ | $ | ||||||
| Deferred underwriting discount |
$ | $ | ||||||
As of September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
| BALANCE SHEET |
||||||||||||
| Warrant liability |
$ |
$ |
$ |
|||||||||
| Total liabilities |
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| Class A common stock subject to possible redemption |
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| Class A common stock - $ |
( |
) |
||||||||||
| Additional paid-in capital |
( |
) |
||||||||||
| Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
| Total stockholders’ equity |
( |
) |
( |
) | ||||||||
Three months ended September 30, 2020 |
Nine months ended September 30, 2020 |
|||||||||||||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
As Previously Reported |
Restatement Adjustment |
As Restated |
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| STATEMENTS OF OPERATIONS |
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| General and administrative expenses |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||||
| Change in fair value of warrant liability |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| Net loss |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
| Basic and diluted net loss per share, Class A |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||||
| Basic and diluted net loss per share, Class B |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||||
Nine months ended September 30, 2020 |
||||||||||||
As Previously Reported |
Restatement Adjustment |
As Restated |
||||||||||
| STATEMENT OF CASH FLOWS |
||||||||||||
| Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
| Change in fair value of warrant liability |
||||||||||||
| Issuance costs related to warrant liability |
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| Level 1: | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||
| Level 2: | Quoted prices in markets that are | |||
| Level 3: | Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). | |||
September 30, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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| Assets: |
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| Money market funds held in Trust Account |
$ | $ | $ | $ | ||||||||||||
| |
|
|
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| Liabilities: |
||||||||||||||||
| Warrant Liability – Public Warrants |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
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| Warrant Liability – Private Placement Warrants |
$ | $ | $ | $ | ||||||||||||
| |
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|
|
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Description |
December 31, 2020 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
||||||||||||
| Assets: |
||||||||||||||||
| Money market funds held in Trust Account |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
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| Liabilities: |
||||||||||||||||
| Warrant Liability – Public Warrants |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
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| Warrant Liability – Private Placement Warrants |
$ | $ | $ | $ | ||||||||||||
| |
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As of September 30, 2021 |
As of December 31, 2020 |
|||||||
| Stock price |
$ | $ | ||||||
| Strike Price |
$ | $ | ||||||
| Term (in years) |
||||||||
| Volatility |
% | % | ||||||
| Risk-free interest rate |
% | % | ||||||
| Dividend yield |
% | % | ||||||
| Fair value |
$ | $ | ||||||
| Value of warrant liability measured with Level 3 inputs at December 31, 2020 |
$ | |||
| Change in fair value of warrant liability measured with Level 3 inputs |
( |
) | ||
| Transfer in/out |
||||
| |
|
|||
| Value of warrant liability measured with Level 3 inputs at September 30, 2021 |
$ | |||
| |
|
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. |
ITEM 1. |
LEGAL PROCEEDINGS. |
ITEM 1A. |
RISK FACTORS. |
| • | We have incurred operating losses in the past and expect to incur operating losses in the future. |
| • | If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers. |
| • | We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources. |
| • | Our customers may reduce or halt their spending on our products and services. |
| • | Our sales cycles in certain end markets can be long and unpredictable. |
| • | Our growth plans depend in part on growth through acquisitions, and these plans involve numerous risks. If we are unable to make acquisitions, or if we are not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, our operations may be materially and adversely affected. |
| • | Certain of our products require the use of radioactive sources or incorporate radioactive materials, which subjects us and our customers to regulations, related costs and delays and potential liabilities for injuries or violation of environmental, health and safety laws. |
| • | Accidents involving nuclear power facilities, including but not limited to events similar to Fukushima, or terrorist acts or other high profile events involving radioactive materials could materially and adversely affect our customers and the markets in which we operate and increase regulatory requirements and costs that could in turn materially and adversely affect our business. |
| • | We have, and we intend to continue pursuing, fixed-price contracts. Our failure to mitigate certain risks associated with such contracts may result in reduced margins. |
| • | We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations. |
| • | A failure to expand our manufacturing capacity and scale our capabilities to manufacture new products could constrain our ability to grow our business. |
| • | We rely on third-party manufacturers to produce sub-components for certain of our products and services. If our manufacturers are unable to meet our requirements, or are subject to unanticipated disruptions, our business could be harmed. |
| • | We rely on third-party sales representatives to assist in selling our products and services, and the failure of these representatives to perform as expected or to secure regulatory approvals in jurisdictions where they are required to do so could reduce our future sales. |
| • | If our suppliers experience supply shortages and prices of commodities or components that we use in our operations increase, our results of operations could be materially and adversely affected. |
| • | We derive a material portion of our revenue from contracts with governmental customers or their contractors. Such customers are subject to increased pressures to reduce expenses. Government-funded contracts may also contain unusual or more onerous terms and conditions that are not common among commercial customers or risk subjecting us to audits, investigations, sanctions and penalties. |
| • | A failure or breach of our or our vendors’ information technology, or IT, data security infrastructure, or the security infrastructure of our products, or the discovery or exploitation of defects or vulnerabilities in the same, has subjected us in the past and may in the future subject us and our products to increased vulnerability to unauthorized access and cyberattacks and could materially and adversely impact our or our customers’ business, financial condition, reputation and operations. |
| • | Our customers’ localization requirements, in particular in China, India and South Korea, could materially and adversely affect our business. |
| • | We and our customers operate in highly regulated industries that require us and them to obtain, and comply with, federal, state, local and foreign government permits and approvals. |
| • | We operate in a highly litigious industry and are, thus, subject to risks related to legal claims and proceedings filed by or against us, and adverse outcomes in these matters may materially harm our business. |
| • | We must comply with the U.S. Foreign Corrupt Practices Act, or FCPA, and analogous non-U.S. anti-bribery statutes including the UK Bribery Act. Our third-party sales representatives’ or distributors’ failure to comply with such laws could subject us to, among other things, penalties and legal expenses that could harm our reputation and materially and adversely affect our business, financial condition and results of operations. |
| • | Legal compliance with import and export controls, as well as with sanctions, in the United States and other countries, is complex, and compliance restrictions and expenses could materially and adversely impact our revenue and supply chain. |
| • | We could incur substantial costs as a result of violations of, or liabilities under, environmental laws. |
| • | Certain of our products and software are subject to ongoing regulatory oversight by the FDA or equivalent regulatory agencies in international markets and if we are not able to obtain or maintain the necessary regulatory approvals we may not be able to continue to market and sell such products which may materially and adversely affect our business. |
| • | There is no guarantee that an active and liquid public market for our securities will develop. |
| • | general economic conditions, both domestically and internationally, including inflation, recession and interest rate fluctuations; |
| • | the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders; |
| • | the timing of revenue recognition, which often requires customer acceptance of the delivered products; |
| • | delays, postponements or cancellations of construction or decommissioning of NPPs caused by, for example, financing difficulties or regulatory delays; |
| • | adverse economic, financial and/or political conditions, as well as manmade or natural disasters, such as pandemics, in one or more of our target end markets; |
| • | variations in the volume of orders for a particular product or product line in a particular quarter; |
| • | the size and timing of new contract awards; |
| • | the timing of the release of government funds for procurement of our products; |
| • | the degree to which new end markets emerge for our products; |
| • | the budget cycles of U.S. and foreign governments and commercial enterprises that affect timing of order placement for or delivery of our products; |
| • | the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration; |
| • | international trade conditions, such as the tariffs imposed by both the United States and China on the import of certain goods; and |
| • | changes in laws or regulations affecting our target end markets, in particular the medical market. |
| • | If we are unable to develop new products or enhance existing products to meet our customers’ needs and compete favorably in the market, we may be unable to attract or retain customers. |
| • | properly identify and address customer needs; |
| • | in the case of our medical end market, educate medical providers about the use of new products and services; |
| • | comply with internal quality assurance systems and processes in a timely and efficient manner; |
| • | manage regulatory approvals and clearances including their timing and costs; |
| • | accurately predict and control costs associated with inventory overruns caused by phase-in of new products and phase-out of old products; |
| • | manufacture and deliver our products in sufficient volumes on time and accurately predict and control costs associated with manufacturing, installation, warranty and maintenance of the products; |
| • | meet our product development plan and launch timelines; |
| • | improve manufacturing yields of components; and |
| • | manage customer demands for retrofits of both old and new products. |
| • | unfavorable financial conditions and strategies of our customers; |
| • | for the nuclear end market, civic opposition to or changes in government policies regarding nuclear operations or a reduction in demand for nuclear generating capacity; |
| • | accidents, terrorism, natural disasters or other incidents occurring at our facilities, the facilities of our customers or at any other place; and |
| • | the decision by one or more of our customers to acquire one of our competitors or otherwise insource the services we provide. |
| • | problems integrating the new personnel or the purchased operations, technologies or products; |
| • | difficulty securing adequate working capital; |
| • | unanticipated costs associated with the acquisition; |
| • | negative effects on our ability to generate excess free cash flow; |
| • | negative effects on profitability; |
| • | adverse effects on existing business relationships with suppliers and customers; |
| • | risks associated with entering markets in which we have no or limited prior experience; |
| • | loss of key employees of the acquired business; |
| • | our assumption of legal or regulatory risks, particularly with respect to smaller businesses that have immature business processes and compliance programs; |
| • | litigation arising from the operations before they were acquired by us; and |
| • | difficulty completing financial statements and audits. |
| • | failure to properly estimate, or changes in, the costs of material, components or labor; |
| • | inflation and currency exchange rate fluctuations; |
| • | unanticipated technical problems with the products or services being supplied by us, which may require that we spend our own money to remedy the problem; |
| • | our suppliers’ or subcontractors’ failure to perform; |
| • | difficulties of our customers in obtaining required governmental permits or approvals; |
| • | changes in local laws and regulations; |
| • | unanticipated delays in construction of new NPPs and decommissioning of existing NPPs; and |
| • | limited history with new products and new customers. |
| • | foreign currency exchange fluctuations; |
| • | changes in regulatory requirements; |
| • | tariffs and other barriers; |
| • | timing and availability of export licenses; |
| • | difficulties in accounts receivable collections; |
| • | difficulties in protecting and enforcing our intellectual property; |
| • | difficulties in staffing and managing international operations; |
| • | difficulties in managing sales agents, distributors and other third parties; |
| • | coordination regarding, and difficulties in obtaining, governmental approvals for products that may require certification; |
| • | rescission or termination of contracts by governmental parties without penalty and regardless of the terms of the contract; |
| • | restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions; |
| • | the burden of complying with a wide variety of complex foreign laws and treaties; |
| • | potentially adverse tax consequences; and |
| • | uncertainties relative to regional political and economic circumstances. |
| • | failure to comply with environmental and safety laws and regulations; |
| • | failure to comply with permit conditions or violations found during inspections or otherwise; |
| • | local community, political or other opposition; |
| • | executive action; and |
| • | legislative action. |
| • | prevent others from obtaining knowledge of our trade secrets through independent development or other access by legal means; |
| • | prevent our competitors or other third parties from independently developing similar products, duplicating our products or designing around the patents owned by us; |
| • | prevent third-party patents from having an adverse effect on our ability to do business; |
| • | provide adequate protection for our intellectual property rights; |
| • | prevent disputes with third parties regarding ownership of, or exclusive rights to, our intellectual property; |
| • | prevent disclosure of our trade secrets and know-how to third parties or into the public domain; |
| • | prevent the challenge, invalidation or circumvention of our existing patents; |
| • | result in patents that lead to commercially viable products or provide competitive advantages for our products; and |
| • | result in issued patents and registered trademarks from any of our pending applications. |
| • | increasing our vulnerability to general economic downturns and adverse industry conditions; |
| • | requiring us to dedicate a significant portion of our cash flows from operations to the payment of interest and principal on our debt, which would reduce the funds available to us for our working capital, capital expenditures or other general corporate requirements; |
| • | limiting our flexibility in planning for, or reacting to, changes in our business and industry; |
| • | placing us at a competitive disadvantage compared to our competitors with less indebtedness or more liquidity; and |
| • | limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes. |
| • | incur additional indebtedness; |
| • | pay dividends on, or repurchase or make distributions in respect of, our capital stock or make other restricted payments; |
| • | make certain investments, including acquisitions of other companies; |
| • | sell or transfer assets; |
| • | prepay, redeem, repurchase, defease or amend the terms of certain junior indebtedness; |
| • | create or incur liens on our assets or enter into contractual obligations that restrict our ability to grant liens on assets or capital stock; and |
| • | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. |
| • | earnings being lower than anticipated in countries where we are taxed at lower rates or other shifts in the mix of pre-tax profits and losses from one jurisdiction to another; |
| • | our inability to use tax credits; |
| • | changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate; |
| • | an increase in expenses not deductible for tax purposes, including certain stock-based compensation expense and impairment of goodwill; |
| • | the tax effects of purchase accounting for acquisitions and restructuring charges and other discrete recognition of taxable events and exposures that may cause fluctuations between reporting periods; |
| • | changes related to our ability to ultimately realize future benefits attributed to net operating loss and other carryforwards included in our deferred tax assets; |
| • | tax assessments resulting from income tax audits or any related tax interest or penalties that would affect our income tax expense for the period in which the settlements take place; and |
| • | a change in our decision to indefinitely reinvest foreign earnings. |
| • | you may not be able to liquidate your investment in shares of our Class A common stock or our warrants; |
| • | you may not be able to resell your shares of our Class A common stock or our warrants at or above the price you paid for them; |
| • | the market price of shares of our Class A common stock or our warrants may experience significant price volatility; and |
| • | there may be less efficiency in carrying out your purchase and sale orders. |
| • | holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock provided for in the warrant agreement; |
| • | if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and |
| • | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
| • | changes in the industries in which we and our customers operate; |
| • | developments involving our competitors; |
| • | changes in laws and regulations affecting our business; |
| • | variations in our operating performance and the performance of our competitors in general; |
| • | actual or anticipated fluctuations in our quarterly or annual operating results; |
| • | publication of research reports by securities analysts about us or our competitors or our industry; |
| • | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| • | actions by stockholders, including the sale by the PIPE Investors of any of their shares of our Class A common stock; |
| • | the vesting and potential sales of 18,750,000 founder shares upon the satisfaction of certain vesting requirements; |
| • | the issuance and potential sales of 8,560,540 shares of Class A common stock upon the redemption of shares of IntermediateCo Class B common stock; |
| • | the issuance and potential sales of 27,249,979 shares of Class A common stock upon the exercise of the public warrants and private placement warrants; |
| • | the sales of shares of our common stock after the expiration of applicable lockup restrictions; |
| • | additions and departures of key personnel; |
| • | commencement of, or involvement in, litigation involving the combined company; |
| • | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
| • | the volume of shares of our Class A common stock available for public sale; and |
| • | general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
| • | no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
| • | the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; |
| • | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; |
| • | a prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our Board or our Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and |
| • | advance notice procedures that stockholders must comply with in order to nominate candidates to our Board or to propose matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
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. |
| * | Filed herewith. |
| ** | Furnished herewith. |
Mirion Technologies, Inc. | ||||||
| Date: November 10, 2021 | /s/ Brian Schopfer | |||||
| Name: | Brian Schopfer | |||||
| Title: | Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) | |||||