FiscalNote(NOTE) - 2020 Q4 - Annual Report

IPO and Financing - The company completed its Initial Public Offering on November 2, 2020, raising gross proceeds of $175.0 million from the sale of 17,500,000 units at $10.00 per unit, with offering costs of approximately $10.1 million [243]. - The company has a promissory note with the Sponsor for up to $250,000 for IPO-related costs, with approximately $176,000 borrowed as of December 31, 2020 [259]. - The underwriters are entitled to deferred underwriting commissions of approximately $6.1 million, payable only if a Business Combination is completed [261]. - The company intends to complete its initial business combination using cash from the IPO and private placement proceeds, capital shares, debt, or a combination thereof [246]. Financial Performance - As of December 31, 2020, the company reported a net loss of approximately $641,000, primarily due to general and administrative expenses of approximately $672,000, offset by interest income of approximately $31,000 [249]. - The company generated non-operating income from interest on cash and cash equivalents but will not generate operating revenues until the completion of a business combination [248]. - The diluted net loss per ordinary share is the same as the basic net loss per ordinary share due to the exclusion of certain shares from the calculation [264]. Liquidity and Capital Resources - The company had no cash outside of the Trust Account and reported working capital of approximately $842,000 as of December 31, 2020 [250]. - The company has a liquidity need satisfied through a $25,000 payment from the Sponsor and a loan of approximately $176,000, with an additional $1.6 million paid for expenses by the Sponsor's affiliate [251]. - The company has $2 million due from an affiliate of the Sponsor, which will be released once the bank account is set up [258]. - As of December 31, 2020, the company had no borrowings under Working Capital Loans [260]. Business Combination and Operations - The company has 24 months from the IPO closing date to complete a business combination, or it will cease operations and redeem public shares [247]. - At December 31, 2020, there were 16,474,748 Class A ordinary shares subject to possible redemption, classified as temporary equity [263]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [267]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years [268]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [269]. Shareholder Information - The company issued 5,031,250 Class B ordinary shares to Initial Shareholders for $25,000, with a provision for the Sponsor to surrender up to 656,250 shares if the underwriters' over-allotment option is not fully exercised [256]. - The Trust Account investments are primarily in U.S. government securities with a maturity of 185 days or less, classified as trading securities [262]. - The company does not have any off-balance sheet arrangements or long-term liabilities as of December 31, 2020 [266].