FiscalNote(NOTE) - 2021 Q2 - Quarterly Report

Financial Performance - The company had a net income of approximately $2.0 million for the three months ended June 30, 2021, primarily due to a gain of approximately $4.0 million from the change in fair value of derivative warrant liabilities[110]. - For the six months ended June 30, 2021, the company reported a net income of approximately $5.5 million, which included a gain of approximately $7.7 million from the change in fair value of derivative warrant liabilities[111]. Cash and Working Capital - As of June 30, 2021, the company had cash of approximately $24,000 and a working capital deficit of approximately $1.4 million[112]. - The company has determined that its working capital deficit raises substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or liquidation[114]. Initial Public Offering (IPO) - The company generated gross proceeds of $175.0 million from its Initial Public Offering, with offering costs of approximately $10.1 million[102]. - The company completed a private placement of 5,500,000 warrants at a price of $1.00 per warrant, generating gross proceeds of $5.5 million[103]. - The company has 24 months from the closing of the Initial Public Offering to complete a Business Combination, or it will liquidate and redeem public shares[108]. - The underwriters are entitled to deferred underwriting commissions of approximately $6.1 million, payable only upon the completion of a Business Combination[123]. Expenses and Financial Obligations - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[109]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[123]. Shareholder Equity - As of June 30, 2021, there were 14,940,409 Class A ordinary shares subject to possible redemption, classified as temporary equity[128]. - The company applies the two-class method for calculating earnings per share, excluding 14,940,409 Class A ordinary shares from basic income per ordinary share calculation[129]. Accounting and Reporting - The company adopted ASU 2020-06 on January 1, 2021, which simplifies accounting for convertible instruments, with no impact on financial position or results[130]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[131]. Investments and Risk Management - The net proceeds from the Initial Public Offering are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[137]. - The estimated fair values of investments held in the Trust Account are determined using available market information[124]. - The fair value of Public Warrants and Private Placement Warrants is adjusted at each reporting period, with initial measurement using a Monte Carlo simulation model[127]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[138]. - As of June 30, 2021, the company had no off-balance sheet arrangements[132].