Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations.
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References to the Company, Burgundy Technology Acquisition Corporation, our, us or
we refer to Burgundy Technology Acquisition Corporation. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the unaudited condensed financial
statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would,
expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020 for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our Sponsor is Burgundy Technology Sponsor Limited, a Jersey private limited company. The registration statement for our Initial Public Offering was declared
effective on August 26, 2020. On August 31, 2020, we consummated our Initial Public Offering of 30,000,000, at $10.00 per Unit, generating gross proceeds of $300.0 million. The underwriters exercised the over-allotment
option in full and on September 18, 2020 purchased an additional 4,500,000 Over-Allotment Units, generating additional gross proceeds of $45.0 million. We incurred offering costs of approximately $19.6 million, including approximately
$12.1 million in deferred underwriting fees.
Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of
950,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $9.5 million. We consummated the Second Closing of the Private Placement simultaneously with the closing of the Over-Allotment
on September 18, 2020 for an additional 112,500 Private Placement Units to our Sponsor, generating gross proceeds to us of approximately $1.1 million.
Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, approximately $346.7 million ($10.05 per Unit) of the net
proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and was
invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain
conditions under Rule 2a-7 under the Investment Company Act, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as
described below.
Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the
Over-Allotment and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
If we have not completed a Business Combination within 18 months (unless such period is extended as described herein), we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders rights as
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