All such forward-looking statements speak only as of the date of this Annual Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this Special Note Regarding Forward-Looking Statements.
We are a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination, or “business combination”. Although we have identified potential business combination targets, we have not as of the date of this Annual Report agreed to effect a business combination with any particular target.
We seek to capitalize on the significant experience and contacts of our management team to complete our initial business combination. We believe our management team’s distinctive background and record of acquisition and operational success could have a transformative impact on verified target businesses. Although we may pursue our initial business combination in any business, industry or geographic location, we currently intend to focus on opportunities to capitalize on the ability of our management team, particularly our executive officers, to identify, acquire and operate a business with enterprise values larger than $750 million in the Technology, Media and Telecommunications (“TMT”) and sustainable industries. As the mega trends involving these industries have a profound impact on the global economy and will shape the world of tomorrow, we intend to target companies around the world focused on urbanization, aerospace, digital transformation, sustainability/Green Tech, and globalization, creating new strategic, operational and business opportunities. Specifically, we intend to target TMT and sustainable companies anywhere in the world that embrace today’s digital transformation and experience as a competitive advantage. We believe that embracing today’s digital transformation and experience enables both organic and inorganic fast pace growth, creating new strategic, operational and business opportunities fueled by emerging cloud, analytics, big data, and cognitive technologies. Being conscientious corporate citizens, we will focus on sustainable technology companies that can shape a better society and healthier environment. We intend to evaluate both private and public companies as potential initial business combination targets, focusing on opportunities that we believe would provide appropriate risk adjusted returns to stockholders. Following our initial business combination, our objective will be to implement or support the acquired company’s operating strategies in order to generate additional value for stockholders. General goals may include enhancement of organic growth efficiencies, total global operational improvements, and additional acquisitions to support a roll-up in an attempt to establish an industry-leading platform in the selected emerging market vertical.
Our management team has significant hands-on experience helping TMT and sustainable companies optimize their existing and new growth initiatives by exploiting insights from rich data assets that already exist within most TMT and sustainable companies. We intend to apply a unique “Mentor-Investor” philosophy to partner with our targets where we will offer financial, operational and executive mentoring in order to accelerate their growth and development from a privately held entity to a publicly traded company. Further, we intend to share best practices and key learnings, gathered from our management team’s operating and investing experience, as well as strong relationships in the TMT and sustainable industries to help shape corporate strategies. Additionally, our management team has operated and invested in leading global TMT and sustainable companies across their corporate life cycles, and has developed deep relationships with key large multi-national organizations and investors. We believe that these relationships and our management team’s know-how present a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve global ambitions following the completion of our initial business combination. We believe that we are providing an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets for TMT and sustainable companies.
We believe that our management team is well positioned to identify attractive businesses within the TMT and sustainable industries that would benefit from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination with such a business and enhance stockholder value by improving its operational performance. We believe we can achieve this objective by utilizing our management team’s extensive experience in both TMT and sustainable industry transactions and operating such companies in combination with our management team’s network of contacts in the TMT and sustainable industries. We believe many companies in the TMT and sustainable industries could benefit from access to the public markets but have been unable to do so due to a number of factors, including the time it takes to conduct a traditional initial public
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offering (“IPO”), market volatility and pricing uncertainty. We intend to focus on evaluating more established companies with leading competitive positions, strong management teams and strong long-term potential for revenue growth and margin expansion.
Our business strategy is to identify and complete our initial business combination with a company that complements the experience of our management team and can benefit from our management team’s operational expertise. Our selection process is expected to leverage our management team’s broad and deep relationship network and unique TMT and sustainable industry expertise, including proven deal-sourcing and structuring capabilities, to provide us with a multitude of business combination opportunities. Our management team has experience:
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operating companies, setting and changing strategies, and identifying, mentoring and recruiting world-class talent; |
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developing and growing companies, both organically and inorganically, and expanding the product ranges and geographic footprints of a number of businesses; |
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sourcing, structuring, acquiring and selling businesses and achieving synergies to create stockholder value at the initial stages of the public life cycle and through long-term operational horizon; |
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establishing a wide deal flow and efficient methodology of screening superior mergers and acquisitions (“M&A”) targets worldwide; |
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partnering with industry-leading companies to increase sales and improve the competitive position of those companies; |
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addressing business and technological changes in an evolving global TMT and sustainable industry landscape; |
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evaluating the viability of emerging TMT and sustainable business models; |
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providing complete “one stop shop” services required for a successful process of becoming public, including, but not limited to, access to investors, legal and accounting support, investment and commercial banking services, research analysts, investor and public relations services, and human resources services; |
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fostering relationships with sellers, capital providers and target management teams; and |
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accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership. |
Consistent with our strategy, we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and, when evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information that will be made available to us. We are seeking “Mentor-Investor” candidates to partner with over a 3 to 5 year horizon with a goal of reaching an enterprise value of at least $750 million and preferably over $1 billion. We intend to use the following and other criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any or all of these criteria or guidelines:
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Companies that embrace today’s digital transformation and experience. We will seek TMT and sustainable companies anywhere in the world that are embracing today’s digital transformation and experience as a competitive advantage. We seek to combine with the best available U.S. private or overseas private or foreign listed companies. We believe that an embrace of today’s digital transformation and experience enables both organic and inorganic growth, creating new strategic, operational and business opportunities fueled by the emerging cloud, analytics, big data and cognitive |
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technologies. Being conscientious corporate citizens, we will focus on sustainable technology companies that can shape a better society and healthier environment. |
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Companies that will benefit from a public listing. We will primarily seek companies with entrepreneurial owners and leadership that we believe will benefit from being publicly traded, and that will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company in furtherance of growth. |
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Companies that will benefit from our industry expertise and relationships. We will seek companies that will be best positioned to leverage our industry expertise, insights and relationships to create opportunities for value creation, whether acquisitions, capital investments in organic growth opportunities, generating greater operating efficiencies or significantly improving financial performance. We believe our strategy leverages our management team’s distinctive background and vast network of industry leaders in the TMT and sustainable industries. We will seek to identify such opportunities for value creation in evaluating potential business combinations. |
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Companies that are market-leading participants. We will seek a target that has an established business and market position. While we will focus on TMT and sustainable businesses, we will not seek a target that is pre-revenue or in early stages of development with unproven technologies. |
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Companies that are mid-sized businesses. We believe targeting companies in the mid-market will provide the greatest number of opportunities for investment and will maximize the benefits of the collective network of our management team and its affiliates. |