Full Press Release Details
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet as of October 19, 2020 | F-3 |
| Notes to Financial Statement | F-4 |
of independent registered public accounting firm
the Stockholders and the Board of Directors of
Motion Acquisition Corp.
on the Financial Statement
have audited the accompanying balance sheet of Motion Acquisition Corp. (the "Company") as of October 19, 2020, and
the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement
presents fairly, in all material respects, the financial position of the Company as of October 19, 2020, in conformity with accounting
principles generally accepted in the United States of America.
financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we
express no such opinion.
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that our audit provides a reasonable basis for our opinion.
WithumSmith+Brown, PC
have served as the Company's auditor since 2020.
| Assets | ||||
| Current assets: | ||||
| Cash | $ | 1,186,366 | ||
| Prepaid expenses | 179,300 | |||
| Other current assets | 25,310 | |||
| Total Current Assets | 1,390,976 | |||
| Cash held in Trust Account | 115,000,000 | |||
| Total assets | $ | 116,390,976 | ||
| Liabilities and Stockholder's Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 261,350 | ||
| Total current liabilities | 261,350 | |||
| Deferred underwriting commissions in connection with the initial public offering | 4,025,000 | |||
| Total liabilities | 4,286,350 | |||
| Commitments and Contingencies | ||||
| Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 10,710,462 shares subject to possible redemption at $10.00 per share | 107,104,620 | |||
| Stockholders' Equity: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 789,538 shares issued and outstanding (excluding 10,710,462 shares subject to possible redemption) | 79 | |||
| Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 3,306,250 shares issued and outstanding (1) | 331 | |||
| Additional paid-in capital | 5,004,204 | |||
| Accumulated deficit | (4,608 | ) | ||
| Total stockholders' equity | 5,000,006 | |||
| Total Liabilities and Stockholders' Equity | $ | 116,390,976 |
accompanying notes are an integral part of this financial statement.
Notes to Financial Statement
Organization, Business Operations and Basis of Presentation
Acquisition Corp. (the "Company") was incorporated as a Delaware corporation on August 11, 2020.
Company has selected December 31 as its fiscal year end.
Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination ("Business Combination") with one or more operating businesses or entities that
it has not yet selected (a "target business"). Although the Company is not limited to a particular industry or sector
for purposes of consummating a Business Combination, the Company initially intends to focus its search on target businesses in
the connected vehicle industry. The Company has neither engaged in any operations nor generated revenue to date.
Company's management has broad discretion with respect to the specific application of the net proceeds of its initial public
offering of units (the "Initial Public Offering"), although substantially all of the net proceeds of the Initial Public
Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that
the Company will be able to successfully complete a Business Combination.
October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 units (each, a "Unit" and
collectively, the "Units") at $10.00 per Unit (or 13,225,000 Units if the underwriter's over-allotment
option to purchase additional units is exercised in full), which is discussed in Note 3, and the sale of 2,533,333 warrants
(or 2,763,333 warrants if the underwriter's over-allotment option to purchase additional units is exercised in full)
(each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants"), at a price
of $1.50 per Private Placement Warrant in a private placement (the "Private Placement") to an affiliate of the
officers of the Company (the "Sponsor") and its designees that closed simultaneously with the Initial Public
Offering. The Company granted the underwriter a 45-day option to purchase up to 1,725,00 additional Units to cover any
over-allotments, at the Initial Public Offering price less the underwriting discounts and commissions. To date, the
over-allotment option has not yet been exercised. If the over-allotment option is exercised, the Sponsor will purchase an
additional amount of up to 230,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant.
the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of
the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account ( the "Trust
Account") located in the United States with Continental Stock Transfer & Trust Company acting as trustee,
to be held as cash or invested only in U.S. "government securities," within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under
the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until
the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described
to stock exchange listing rules, the Company must complete an initial Business Combination with one or more target businesses
that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred
underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into
the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
of 1940, as amended (the "Investment Company Act").
Notes to Financial Statement
Organization, Business Operations and Basis of Presentation (cont.)
Company's amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned
on the funds that may be released to the Company to pay taxes, none of the funds held in Trust Account will be released until
the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included
in the Units being sold in the Initial Public Offering (the "Public Shares") to its holders (the "Public Stockholders")
properly tendered in connection with a stockholder vote to amend certain provisions of the Company's amended and restated
certificate of incorporation prior to an initial Business Combination and (iii) the redemption of 100% of the Public Shares
if the Company does not complete a Business Combination within the Combination Period (as defined below).
Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the
Business Combination at a meeting called for such purpose in connection with which Public Stockholders may seek to redeem their
Public shares, regardless of whether they vote for or against the Business Combination or do not vote at all, for cash equal to
their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes, or (ii) provide the Public Stockholders with the opportunity to sell
their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes.
As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of
the Initial Public Offering, in accordance with FASB, ASC 480, "Distinguishing Liabilities from Equity." The amount
in the Trust Account is initially anticipated to be $10.00 per Public Share. Except as required by applicable law, the decision
as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their
shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such
as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder
approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its
Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or
upon consummation of the Company's initial Business Combination. In such case, the Company would not proceed with the redemption
of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
Company will only have 24 months from the closing of the Initial Public Offering, or October 19, 2022, to complete its initial
Business Combination (the "Combination Period"). If the Company does not complete a Business Combination within this
period of time (and stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend
this date), it 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