INVESTMENT ACQUISITION CORP. – 10-K / A

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References to the "Company," "Investindustrial Acquisition Corp.," "our," "us"
or "we" refer to Investindustrial Acquisition Corp. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the audited 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.
This Amendment No. 2 ("Amendment No. 2") to the Annual Report on Form
10-K/A
amends the Annual Report on Form
10-K/A
of Investindustrial Acquisition Corp. ("The Company") as of December 31, 2020,
and for the period from September 7, 2020 (inception) to December 31, 2020, as
filed with the Securities and Exchange Commission ("SEC") on May 27, 2021 (the
"First Amended Filing").
The Company has
re-evaluated
the Company's application of ASC
480-10-S99-3A
to its accounting classification of the redeemable Class A ordinary shares, par
value $0.0001 per share (the "Class A ordinary shares"), issued as part of the
units sold in the Company's initial public offering (the "IPO") on November 23,
2020. Since issuance in November 2020, in connection with our Initial Public
Offering (our "IPO"), the Company has considered the Class A ordinary shares
subject to possible redemption to be equal to the redemption value of $10.00 per
Class A ordinary share while also taking into consideration a redemption cannot
result in net tangible assets being less than $5,000,001. Previously, the
Company did not consider redeemable stock classified as temporary equity as part
of net tangible assets. After discussion and evaluation, including with our
registered public accounting firm and our audit committee, Management has
determined that the Class A ordinary shares issued during the Initial Public
Offering and pursuant to the exercise of the underwriters' overallotment can be
redeemed or become redeemable subject to the occurrence of future events
considered outside the Company's control. Therefore, management concluded that
the redemption value should include all Class A ordinary shares subject to
possible redemption, resulting in the Class A ordinary shares subject to
possible redemption being equal to their redemption value. As a result,
management noted a reclassification adjustment between temporary equity and
permanent equity should be made.
As a result of the factors described above, the Company's management and the
audit committee of the Company's board of directors (the "audit committee")
concluded that the Company's previously issued (i) audited balance sheet related
to its IPO, dated November 23, 2020 as filed on Form
8-K
on November 30, 2020 (ii) its unaudited pro forma balance sheet, dated
November 27, 2020 as filed on Form
8-K
on November 30, 2020, (iii) and its audited financial statements as of
December 31, 2020 and for the period from September 7, 2020 (inception) through
December 31, 2020 as filed on Form
10-K/A
on May 27, 2021 (the "Affected Periods") should no longer be relied upon.
In connection with the restatement, management reassessed the effectiveness of
the Company's disclosure controls and procedures as of December 31, 2020. For a
discussion of management's consideration of our disclosure controls and
procedures see Part II, Item 9A, "Controls and Procedures" of this Form
10-K/A.
The financial information that has been previously filed or otherwise reported
for these periods is superseded by the information in this Amendment No. 2, and
the financial statements and related financial information contained in such
previously filed reports should no longer be relied upon. The restatement is
more fully described in Note 2 of the notes to the financial statements included
herein.
Overview
We are a blank check company incorporated on September 7, 2020 as a Cayman
Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. We intend to effectuate our initial
business combination using cash from the proceeds of our initial public offering
(the "Initial Public Offering") and the sale of the private placement shares,
our shares, debt or a combination of cash, equity and debt.

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Our sponsor is Investindustrial Acquisition Corp. L.P, a limited partnership
incorporated in England and Wales (the "Sponsor"). Our registration statement
for the Initial Public Offering was declared effective on November 18, 2020. On
November 23, 2020, we consummated an Initial Public Offering of 35,000,000 units
(each, a "Unit" and collectively, the "Units" and, with respect to the Class A
ordinary shares included in the Units, the "Public Shares"), at an offering
price of $10.00 per Unit, generating gross proceeds of $350.0 million, and
incurring offering costs of approximately $19.3 million, inclusive of
approximately $12.3 million in deferred underwriting commissions. On
November 24, 2020, the Underwriters fully exercised the over-allotment option to
purchase an additional 5,250,000 Units (the "Over-Allotment Units"). On
November 27, 2020, the Company completed the sale of the Over-Allotment Units to
the Underwriters (the "Over-Allotment"), generating gross proceeds of
$52.5 million and incurring additional offering costs of approximately
$2.9 million in underwriting fees (inclusive of approximately $1.8 million in
deferred underwriting commissions).
Simultaneously with the closing of the Initial Public Offering on November 23,
2020, the Company completed the private placement (the "Private Placement") of
an aggregate of 6,000,000 Private Placement warrants (the "Private Placement
Warrants") at a price of $1.50 per Private Placement Warrant to the Sponsor,
generating proceeds of $9.0 million. Simultaneously with the closing of the
Over-Allotment, on November 27, 2020, the Company consummated the second private
placement (the "Second Private Placement"), resulting in the purchase of an
aggregate of an additional 700,000 Private Placement Warrants by the Sponsor,
generating gross proceeds to the Company of approximately $1.1 million.
Upon the closing of the Initial Public Offering and the Private Placement, an
aggregate of $350.0 million ($10.00 per Unit), consisting of $343.0 million of
the net proceeds of the Initial Public Offering and $7.0 million of the gross
proceeds of the Private Placement, was placed in a trust account ("Trust
Account"), located in the United States at J.P. Morgan Chase Bank, N.A., with
Continental Stock Transfer & Trust Company acting as trustee, and is 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 fund meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule
2a-7
of the Investment Company Act, 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 below. Upon closing of the Over-Allotment and the
Second Private Placement, an aggregate of $52.5 million ($10.00 per Unit) was
placed in the Trust Account, for a total of $402.5 million deposited in the
Trust Account.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering, over-allotment, and the sale of
Private Placement Warrants, although substantially all of the net proceeds are
intended to be applied generally toward consummating a Business Combination.
There is no assurance that we will be able to complete a Business Combination
successfully. We must complete one or more initial Business Combinations having
an aggregate fair market value of at least 80% of the net assets held in the
Trust Account (excluding the amount of deferred underwriting commissions and
taxes payable on the interest earned on the Trust Account) at the time of the
signing of the agreement to enter into the initial Business Combination.
However, we 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 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").
We will provide the holders of Public Shares (the "Public Shareholders"), with
the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder
meeting called to approve the Business Combination or (ii) by means of a tender
offer. The decision as to whether we will seek shareholder approval of a
Business Combination or conduct a tender offer will be made by us, solely at our
discretion. The Public Shareholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then in the Trust Account (initially
anticipated to be $10.00 per Public Share, plus any pro rata interest earned on
the funds held in the Trust Account and not previously released to us to pay
income taxes). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares
will not be reduced by the deferred underwriting commissions we will pay to the
underwriters.

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We will proceed with a Business Combination if we have net tangible assets of at
least $5,000,001 upon such consummation of a Business Combination and, only if a
majority of the ordinary shares, represented in person or by proxy and entitled
to vote thereon, voted at a shareholder meeting are voted in favor of the
Business Combination. If a shareholder vote is not required by law and the
Company does not decide to hold a shareholder vote for business or other
reasons, we will, pursuant to the amended and restated memorandum and articles
of association which we will adopt upon the consummation of the Initial Public
Offering (the "Amended and Restated Memorandum and Articles of Association"),
conduct the redemptions pursuant to the tender offer rules of the U.S.
Securities and Exchange Commission ("SEC") and file tender offer documents with
the SEC prior to completing a Business Combination. If, however, shareholder
approval of the transactions is required by law, or the Company decides to
obtain shareholder approval for business or other reasons, we will offer to
redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. Additionally, each Public
Shareholder may elect to redeem their Public Shares irrespective of whether they
vote for or against the proposed transaction or vote at all. If we seek
shareholder approval in connection with a Business Combination, the initial
shareholders (as defined below) have agreed to vote their Founder Shares and any
Public Shares purchased during or after the Initial Public Offering in favor of
a Business Combination. In addition, the initial shareholders have agreed to
waive their redemption rights with respect to their Founder Shares, Private
Placement Warrants and Public Shares in connection with the completion of a
Business Combination.
Notwithstanding the foregoing, if we seek shareholder approval of a Business
Combination and do not conduct redemptions in connection with the Business
Combination pursuant to the tender offer rules, the Amended and Restated
Memorandum and Articles of Association provide that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom
such shareholder is acting in concert or as a "group" (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the Class A ordinary shares sold in the Initial Public
Offering, without our prior consent.
Our Sponsor, officers and directors (the "initial shareholders") have agreed not
to propose an amendment to the Amended and Restated Memorandum and Articles of
Association (a) that would modify the substance or timing of our obligation to
provide holders of our Public Shares the right to have their shares redeemed in
connection with a Business Combination or to redeem 100% of our Public Shares if
we do not complete our Business Combination within 24 months from the closing of
the Initial Public Offering, or November 23, 2022 (the "Combination Period") or
with respect to any other provision relating to the rights of Public
Shareholders, unless we provide the Public Shareholders with the opportunity to
redeem their Class A ordinary shares in conjunction with any such amendment.
If we have not completed a Business Combination within the Combination Period,
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 earned on the funds held in the Trust Account
and not previously released to us to pay for its income taxes, if any (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of
the then- outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining
shareholders and its board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii) to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their liquidation rights with
respect to the Founder Shares and Private Placement Warrants held by them if we
fail to complete a Business Combination within the Combination Period. However,
if the initial shareholders acquire Public Shares in or after the Initial Public
Offering, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if we fail to complete a Business
Combination within the Combination Period. The Underwriters have agreed to waive
their rights to their deferred underwriting commission held in the Trust Account
in the event we do not complete a Business Combination within the Combination
Period and, in such event, such amounts will be included with the other funds
held in the Trust Account that will be available to fund the redemption of the
Public Shares.
In the event of such distribution, it is possible that the per share value of
the assets remaining available for distribution (including Trust Account assets)
will be only $10.00 per share initially held in the Trust Account.

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In order to protect the amounts held in the Trust Account, our Sponsor has
agreed to be liable to us if and to the extent any claims by a third party for
services rendered or products sold to us, or a prospective target business with
which we have discussed entering into a transaction agreement, reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the
date of the liquidation of the Trust Account if less than $10.00 per Public
Share due to reductions in the value of the trust assets. This liability will
not apply with respect to any claims by a third party who executed a waiver of
any right, title, interest or claim of any kind in or to any monies held in the
Trust Account or to any claims under our indemnity of the Underwriters of the
Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act").
Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, our Sponsor will not be responsible to the extent of any
liability for such third-party claims. We will seek to reduce the possibility
that our Sponsor will have to indemnify the Trust Account due to claims of
creditors by endeavoring to have all vendors, service providers (excluding our
independent registered public accounting firm), prospective target businesses or
other entities with which we do business, execute agreements with us waiving any
right, title, interest or claim of any kind in or to monies held in the Trust
Account.
Liquidity and Capital Resources
As of December 31, 2020, the Company had approximately $1,044,000 in its
operating bank account, working capital of approximately $586,000, and cash and
marketable securities held in the Trust Account of $402,500,000.
The Company's liquidity needs up to December 31, 2020 were satisfied through the
receipt of $25,000 from the Sponsor to cover certain expenses on the Company's
behalf in exchange for the issuance of the Founder Shares (as defined below),
and a loan of approximately $61,000 pursuant to the Note issued to the Sponsor,
an additional loan of approximately $66,000 from the Sponsor, for a total amount
of approximately $127,000 under the Note, and the proceeds from the consummation
of the Private Placement not held in the Trust Account. The Company repaid the
Note in full on December 11, 2020. In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor may, but is not
obligated to, provide the Company Working Capital Loans. The Company has no
borrowings outstanding under Working Capital Loans to date.
We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less
taxes payable) to complete our initial business combination. We may withdraw
interest from the trust account to pay franchise and income taxes. To the extent
that the Company's equity or debt is used, in whole or in part, as consideration
to complete the initial business combination, the remaining proceeds held in the
Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions, and pursue growth
strategies.
Our management continues to evaluate the impact of the
COVID-19
pandemic and has concluded that while it is reasonably possible that it could
have a negative effect on the Company's financial position, results of
operations and/or search of a target company, the specific impact is not readily
determinable as of the date of the balance sheet. The audited financial
statements do not include any adjustments that might result from the outcome of
this
uncertainty.
In connection with the Company's assessment of going concern considerations in
accordance with FASB's Accounting Standards Update ("ASU") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that if the Company is unable to raise additional
funds to alleviate liquidity needs, obtain approval for an extension of the
deadline or complete a Business Combination by November 23, 2022,then the
Company will cease all operations except for the purpose of liquidating. The
liquidity condition and date for mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company's ability to continue as a
going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after November 23,
2022. The Company intends to complete a Business Combination before the
mandatory liquidation date or obtain approval for an extension.
Results of Operations
Our entire activity since inception up to December 31, 2020 was in preparation
for our formation and the Initial Public Offering. We will not be generating any
operating revenues until the closing and completion of our initial Business
Combination.
For the period from September 7, 2020 (inception) through December 31, 2020, we
had a loss from operations of approximately $374,000, which consisted solely of
general and administrative expenses.

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Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities,
other than an administrative support agreement described below.
Registration and Shareholder Rights
The holders of Founder Shares and Private Placement Warrants that may be issued
upon conversion of Working Capital Loans, are entitled to registration rights
pursuant to a registration and shareholder rights agreement. The holders of
these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders have certain
"piggy- back" registration rights with respect to registration statements filed
subsequent to our completion of our Business Combination. However, the
registration and shareholder rights agreement provides that we will not permit
any registration statement filed under the Securities Act to become effective
until termination of the applicable
lock-up
period, which occurs (i) in the case of the Founder Shares, in accordance with
the letter agreement our initial shareholders entered into and (ii) in the case
of the Private Placement Warrants, 30 days after the completion of our Business
Combination. We will bear the expenses incurred in connection with the filing of
any such registration statements.
Underwriting Agreement
We granted the Underwriters a
45-day
option from the final prospectus relating to the Initial Public Offering to
purchase up to 5,250,000 additional Public Shares to cover over-allotments, if
any, at the Initial Public Offering price less the underwriting discounts and
commissions. On November 24, 2020, the Underwriters fully exercised the
over-allotment option to purchase the Over-Allotment Units and on November 27,
2020, the Company completed the sale of the Over-Allotment Units to the
Underwriters.
The Underwriters were paid a cash underwriting discount of $0.20 per Unit, or
approximately $8.1 million in the aggregate, paid upon the closing of the
Initial Public Offering and Over-Allotment. In addition, $0.35 per Unit, or
approximately $14.1 million in the aggregate will be payable to the Underwriters
for deferred underwriting commissions. The deferred fee will become payable to
the Underwriters from the amounts held in the Trust Account solely in the event
that we complete a Business Combination, subject to the terms of the
underwriting agreement.
Administrative Support Agreement
Commencing on the effective date the Company's securities were first listed on
the NYSE through the earlier of consummation of the initial Business Combination
or our liquidation, the Company began to reimburse the Sponsor for office space,
secretarial and administrative services provided to the Company in the amount of
$10,000 per month. The Company incurred approximately $14,000 in expenses in
connection with such services during the period from September 7, 2020
(inception) through December 31, 2020 as reflected as Due to Related Party on
the balance sheet at December 31, 2020.
Forward Purchase Arrangement
On November 18, 2020, the Company entered into a forward purchase agreement with
an affiliate of the Sponsor, pursuant to which such affiliate has committed to
purchase up to 25,000,000 of the Company's ordinary shares for $10 per share, or
an aggregate amount of up to $250 million, in a private placement that would
occur concurrently with the consummation of the initial Business Combination. To
the extent that the amounts available from the Trust Account and other
financings are sufficient to satisfy the cash requirements related to
consummation of the initial Business Combination, the Sponsor's affiliate may,
in its discretion, purchase less than 25,000,000 of the Company's ordinary
shares. Furthermore, the Company is not under any obligation to sell any such
shares.

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Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with GAAP. The preparation of our financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities in our financial statements. On an ongoing basis, we evaluate our
estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The company has identified
the following as its critical accounting policies:
Deferred Offering Costs Associated with the Initial Public Offering
We comply with the requirements of the ASC
340-10-S99-1.
Offering costs consist of legal, accounting, underwriting fees and other costs
incurred through the balance sheet date that were directly related to the
Initial Public Offering and that were charged to shareholders' equity upon the
completion of the Initial Public Offering in November 2020.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in FASB ASC 480,
Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and
Hedging ("ASC 815"). The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a
liability pursuant to ASC 480, and whether the warrants meet all of the
requirements for equity classification under ASC 815, including whether the
warrants are indexed to the Company's own ordinary shares and whether the
warrant holders could potentially require "net cash settlement" in a
circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, the warrants are required to be
recorded as a liability at their initial fair value on the date of issuance, and
each balance sheet date thereafter. Changes in the estimated fair value of
liability-classified warrants are recognized as a
non-cash
gain or loss on the statements of operations. The fair value of warrants issued
in connection with the Initial Public Offering, exercise of the over-allotment
option and Private Placement were initially and subsequently measured at fair
value using a Monte Carlo simulation model.
Net Loss Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." Net income (loss) per ordinary share is
computed by dividing net income (loss) by the weighted average number of
ordinary shares outstanding for the period. The Company applies the
two-class
method in calculating earnings per share; however, the Company has applied its
net income (loss) on a pro rata basis between share classes. Accretion
associated with the redeemable Class A ordinary shares is excluded from earnings
per share as the redemption value approximates fair value.
The Company has not considered the effect of the warrants sold in our Initial
Public Offering (including the consummation of the over-allotment option) and
the private placement to purchase an aggregate of 20,116,667 Class A ordinary
shares in the calculation of diluted net income (loss) per ordinary share,
because the exercise of the warrants is contingent upon the occurrence of future
events.
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to mandatory redemption (if any) are classified
as liability instruments and are measured at fair value. Conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that
feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
the company's control) are classified as temporary equity. At all other times,
Class A ordinary shares are classified as shareholders' equity. Our Class A
ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, at December 31, 2020, 40,250,000 Class A ordinary shares subject to
possible redemption are presented as temporary equity, outside of the
shareholders' equity section of our balance sheet.
Recent Accounting Pronouncements
Our management does not believe that there are any recently issued, but not yet
effective, accounting pronouncements, if currently adopted, that would have a
material effect on our audited financial statements.
Off-Balance
Sheet Arrangements
As of December 31, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

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JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the audited financial statements may not be
comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Subject to certain conditions set forth in the JOBS Act, if, as an "emerging
growth company," we choose to rely on such exemptions we may not be required to,
among other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the audited
financial statements (auditor discussion and analysis) and (iv) disclose certain
executive compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.

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