CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Item 1A of this annual report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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PART I
Introduction
We are an early-stage blank check company incorporated in the State of Nevada on August 26, 2020, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets, which we refer to as our initial business combination. While we may pursue an acquisition opportunity in any industry or geographic region, we are focusing our search on identifying a prospective target that can benefit from our operational expertise in the technology, media and telecommunications (“TMT”) industry, including the wireless communications industry.
Competitive Advantages
Our business strategy is to identify and complete our initial business combination with a target that complements the experience of our management team and can benefit from their operational expertise. Our selection process leverages our management team’s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our management team’s extensive experience and demonstrated success in building businesses through organic growth and realization of strategic opportunities in the TMT industry. The management team has developed a proven track record through numerous financial cycles and industry transitions including:
We are capitalizing on the following competitive advantages in our pursuit of a target company:
Diverse Network. We believe that our management team’s career-long track record in the TMT industry as well as their broad and diverse network of relationships provides proprietary investment opportunities of both well-known assets and niche targets. The depth of our management team’s network spans across sectors and is founded in a reputation of excellence in entrepreneurship coupled with outstanding business achievements.
Execution and Structuring Capability. Our management team’s capabilities have been cultivated by successfully evaluating, structuring and executing a variety of transactions across various sub-sectors of the TMT industry for over 40 years. The transactions have varied in size, sector, strategic rationale, deal structure, regulatory hurdles and negotiating dynamics and have developed the management team into seasoned industry veterans. The management team has garnered a reputation for being highly-skilled negotiators and financial experts in their industry. We believe all of these qualities enhance their ability to generate value in deal opportunities that they pursue in the future.
Broad and Extensive Experience in Both Public and Private Markets. Our management team has garnered extensive operating, investing and financing experience across both public and private markets. Our management team has operated and led multi-billion dollar companies with complex capital structures through debt, equity and M&A transactions. We believe that this depth and versatility of experience and skills allows our management team to identify companies that could make successful public market candidates and prepare them to make the transition to outstanding publicly-traded companies.
Significant Value-Add Capability. Our management team is one of the longest tenured in the TMT industry and has entrepreneurial experience building companies completely from the ground up and leading such companies in their rise to prominence and their becoming publicly traded multi-billion dollar global businesses delivering shareholder value. Our management team has a deep understanding of the TMT industry and its underlying drivers, trends and key innovative developments. Bringing together years of industry and operational experience, we believe that the management team will be able to provide value opportunities after consummation of an initial transaction. We anticipate that our management team will be involved with a target in a number of capacities, including through management and board positions.
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Industry Opportunity
While we may pursue an acquisition opportunity in any industry or geographic region, we are focusing our search on identifying a prospective target that can benefit from our operational expertise in the TMT industry, including the wireless communications industry. We believe this industry is attractive for a number of reasons:
Large Target Market. The TMT industry benefits from positive macroeconomic trends and substantial actionable targets of meaningful scale that fit our acquisition criteria. The TMT industry significantly impacts consumers in multiple aspects of their lives, which has resulted in a continuous cycle of innovation. Technology is pervasive and has had a profound impact on the world, from the development of the internet to the way information is processed, sales are made, healthcare is administered and products are manufactured. Media has undergone its own evolution, changing how films, TV shows, sports and other entertainment content are delivered to the consumer with the emergence of over-the-top (“OTT”) and mobile viewing options completely shifting the balance of the media ecosystem and advertising spend.
Telecommunications has drastically changed over the last decade with emergence of technologies such as smartphones. The creation of mobile apps launched an entirely new economy giving rise to multi-billion dollar companies such as Uber, Lyft, Spotify and Instagram. The most prominent change in telecommunications has been the evolution of the communication standard from 1G to the current 4G, and near-term global ubiquity of 5G. This has been driven by rising consumer demand for connectivity and a drastic increase in the number of global mobile connections. We expect 5G deployment to be supported by multiple layers of low, mid and high capacity spectrum bands covering urban to rural regions. The largest stocks in the S&P 500 are in the technology industry, which is illustrative of how many people and businesses in the global economy depend on these companies. Given the rapid evolution, development and change across technology, media and telecommunications, these industries have experienced significant M&A activity over the last decade, which our management team expects will continue, presenting ripe opportunities for investment and acquisition.
Broad Universe of Potential Targets. We are focusing our investment efforts across the TMT industry, including the wireless communications industry, and we may elect to acquire either a company or wireless spectrum assets. We believe this broad universe of targets provides us with significant flexibility to identify opportunities with the greatest value creation potential. The sector comprises hundreds of different companies in various sub-vertical markets and different stages of life cycles. Given the rapid changes and emergence of novel business models in TMT, we believe new companies will continue to be created, grow to meaningful size and become attractive acquisition targets, further supplementing the existing broad range of opportunities. The TMT universe continues to expand across vertical markets, and we believe we are well positioned to capitalize on this.
Wireless Asset Opportunity. The evolution of the communication standard from 1G to the current 4G and near-term global ubiquity of 5G has been driven by rising consumer demand for connectivity and a drastic increase in the number of global mobile connections. We believe these trends may drive significant growth and create value in wireless spectrum assets. Our management team has extensive experience in identifying and acquiring spectrum assets.
Favorable Trends. Total global TMT expenditure has grown at a pace substantially above the rate of inflation in the recent past, and this growth is projected to continue over the years to come, including an increasing pool of available services and economies those services provide and improved access to such services. TMT is one of the most evolutionary industries, resulting in substantial growth, development and market expansion. With the ubiquity of technology, media and telecommunications affecting all areas of consumer life and business, the sector continues to drive the global economy.
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Business Combination Criteria
Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets, but we may decide to consummate our initial business combination with a target that does not meet all or any of these criteria and guidelines.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management team may deem relevant.
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Initial Business Combination
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination and that any such business combination be approved by a majority of our independent directors. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.