EXECUTIVE NETWORK PARTNERING CORP – 10-K/A – MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS

References to the "Company," "our," "us" or "we" refer to Executive Network
Partnering Corporation. The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the 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.
In this Amendment No. 2 to the Annual Report on Form
10-K/A
of the Company for the fiscal year ended December 31, 2020, we are restating
(i) our audited financial statements as of December 31, 2020, and for the period
from June 22, 2020 (inception) to December 31, 2020 and (ii) our unaudited
interim financial statements as of September 30, 2020, and for the three months
ended and for the period from June 22, 2020 (inception) through September 30,
2020.
In preparation of our unaudited condensed financial statements as of and for
quarterly period ended September 30, 2021, we concluded it should restate its
financial statements to classify all redeemable Class A common stock subject to
possible redemption in temporary equity. In accordance with the SEC and its
staff's guidance on redeemable equity instruments in ASC 480-10-S99, redemption
provisions not solely within the control of us require common stock subject to
redemption to be classified outside of permanent equity. We had previously
classified a portion of our redeemable Class A common stock in permanent equity,
or total stockholders' equity. Although we did not specify a maximum redemption
threshold, its Amended and Restated Memorandum and Articles of Association
currently provides that we will not redeem our public shares in an amount that
would cause its net tangible assets to be less than $5,000,001. Previously, we
did not consider redeemable shares classified as temporary equity as part of net
tangible assets. We revised this interpretation to include temporary equity in
net tangible assets.
Additionally, on April 12, 2021, the SEC Staff issued the SEC Staff Statement.
In the SEC Staff Statement, the SEC Staff expressed its view that certain terms
and conditions common to SPAC warrants may require the warrants to be classified
as liabilities on the SPAC's balance sheet as opposed to equity. Since issuance
in September 2020, our warrants were accounted for as equity within our balance
sheet, and after discussion and evaluation, including with our independent
registered public accounting firm and our audit committee, and taking into
consideration the SEC Staff Statement, we have concluded that our warrants
should be presented as liabilities with subsequent fair value remeasurement.
As a result of the foregoing, the Audit Committee of the Company, in
consultation with its management, concluded that our previously issued Financial
Statements for the periods beginning with the period from June 22, 2020
(inception) through December 31, 2020, and our unaudited interim financial
statements as of, and for the quarterly periods ended, September 30, 2020 should
be restated because of a misapplication in the guidance around accounting for
the Class A common stock subject to possible redemption and the Warrants and
should no longer be relied upon.

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The identified errors had no effect on our previously reported revenue,
operating expenses, operating income, cash flows or cash.
In connection with the restatement, our management reassessed the effectiveness
of our disclosure controls and procedures for the periods affected by the
restatement. As a result of that reassessment, we determined that our disclosure
controls and procedures for such periods were not effective with respect to the
classification of the Company's warrants as components of equity instead of as
derivative liabilities. For more information, see "Part II, Item 9A. Controls
and Procedures" included in this Amendment No. 2 to the Annual Report on Form
10-K/A.
We have not amended our previously filed Quarterly Report on Form
10-Q
for the period affected by the restatement. 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.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form
10-K
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (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. Such statements
include, but are not limited to, possible business combinations and the
financing thereof, and related matters, as well as all other statements other
than statements of historical fact included in this Form
10-Q.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in our other Securities and Exchange Commission
("SEC") filings.
Overview
We are a blank check company incorporated in Delaware on June 22, 2020 for the
purpose of identifying a company to partner with in order to effectuate a
merger, share exchange, asset acquisition, share purchase, reorganization or
similar partnering transaction with one or more businesses ("Partnering
Transaction"). We may pursue a Partnering Transaction in any business or
industry but expect to focus on a business where we believe our strong network,
operational background, and aligned economic structure will provide us with a
competitive advantage. Our sponsor is ENPC Holdings, LLC, a Delaware limited
liability company (our "Sponsor").

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Our registration statements for our initial public offering (the "Initial Public
Offering") became effective on September 15, 2020. On September 18, 2020, we
consummated the Initial Public Offering of 16,560,000 (41,400,000 after giving
effect to the Stock Split) CAPS
TM
(with respect to the Class A common stock included in the CAPS
TM
being offered, the "Public Shares"), which included 2,160,000 CAPS
TM
(5,400,000 CAPS
TM
after giving effect to the Stock Split) issued as a result of the underwriters'
exercise in full of their over-allotment option, at $25.00 per CAPS
TM
($10.00 per CAPS
TM
after giving effect to the Stock Split), generating gross proceeds of
$414.0 million, and incurring offering costs of approximately $4.8 million.
Concurrently with the closing of the Initial Public Offering, we completed the
private sale of 245,600 (614,000 after giving effect to the Stock Split) private
placement CAPS ("Private Placement CAPS"), at a price of $25.00 per Private
Placement CAPS ($10.00 per Private Placement CAPS after giving effect to the
Stock Split) to the Sponsor, generating gross proceeds to the Company of
approximately $6.1 million.
Upon the closing of the Initial Public Offering and the sale of Private
Placement CAPS, $414.0 million ($10.00 per CAPS
TM
after giving effect to the Stock Split) of the net proceeds of the sale of the
CAPS
TM
in the Initial Public Offering and the Private Placement were placed in a trust
account ("Trust Account") located in the United States with Continental Stock
Transfer & Trust Company acting as trustee, and 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 the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of
Rule
2a-7
under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by us, until the earlier of: (i) the
completion of a Partnering Transaction and (ii) the distribution of the Trust
Account as described below.
We have 24 months from the closing of the Initial Public Offering, or
September 18, 2022 (or 27 months, or December 18, 2022, if we have executed a
letter of intent, agreement in principle or definitive agreement for the
Partnering Transaction within 24 months) to complete its initial Partnering
Transaction (the "Partnering Period"). If we do not complete a Partnering
Transaction within this period of time (and stockholders do not approve an
amendment to the certificate of incorporation to extend this date), 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, of $25.00, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii), to our obligations under Delaware law to provide for
claims of creditors and in all cases subject to the other requirements of
applicable law.
Results of Operations
Our entire activity since inception through December 31, 2020 related to our
formation, the preparation for the Initial Public Offering, and since the
closing of the Initial Public Offering, the search for a prospective initial
business combination and activities in connection with the proposed business
combination with Gemini. We have neither engaged in any operations nor generated
any revenues to date. We will not generate any operating revenues until after
completion of our initial business combination. We will generate
non-operating
income in the form of interest income on cash and cash equivalents. We expect to
incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.

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For the period from June 22, 2020 (inception) through December 31, 2020, we had
net income of approximately $2.3 million, which consisted of approximately
$0.3 million in general and administrative costs, approximately $0.1 million of
franchise tax expense, offering costs associated with derivative warrant
liabilities of approximately $0.2 million, partially offset by approximately
$12,000 of interest income on investments held in Trust Account and
approximately $2.8 million gain from changes in fair value of derivative warrant
liabilities.
As a result of the restatement described in Note 2 of the notes to the financial
statements included herein, we classify the warrants issued in connection with
our Initial Public Offering and Private Placement as liabilities at their fair
value and adjust the warrant instruments to fair value at each reporting period.
These liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. For the periods from June 22, 2020
(inception) through September 30, 2020 and from June 22, 2020 (inception)
through December 31, 2020, the change in fair value of warrants was a decrease
of approximately $1.5 million and decrease of approximately $2.8 million,
respectively.
Liquidity and Capital Resources
As of December 31, 2020, we had $0.9 million in its operating bank account,
working capital of approximately $1.0 million and approximately $12,000 of
interest earned in the Trust Account which may be used to pay our franchise and
income tax obligations. Through December 31, 2020, we have not withdrawn any
interest earned on the Trust Account to pay franchise and income tax
obligations. We intend to use substantially all of the funds held in the Trust
Account to complete the initial business combination and to pay our expenses
relating thereto. To the extent that our capital stock 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 our growth strategies.
Our liquidity needs up to the closing of the Initial Public Offering and the
sale of Private Placement CAPS had been satisfied through a capital contribution
of $25,000 from our Sponsor to purchase Class F and Class B common stock, a loan
under our note agreement with our Sponsor of approximately $171,000 (the "Note")
to cover for offering costs in connection with the Initial Public Offering, and
the net proceeds from the consummation of the private placement not held in the
Trust Account. We fully repaid the Note on September 22, 2020. In addition, in
order to finance transaction costs in connection with a business combination,
our officers, directors and initial stockholders may, but are not obligated to,
provide us working capital loans. To date, there were no amounts outstanding
under any working capital loans.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor,
or our officers and directors to meet our needs through the earlier of the
consummation of a business combination or one year from this filing. Over this
time period, we will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial business combination candidates,
performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the business combination.
Management continues to evaluate the impact of the
COVID-19
pandemic and has concluded that the specific impact is not readily determinable
as of the date of the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Related Party Transactions
Founder Shares and Performance Shares
On June 22, 2020, the Sponsor paid for certain offering costs on behalf of us in
exchange for (i) 737,789 Class F common stock (the "Founder Shares") in exchange
for a capital contribution of $ 6,250, or approximately $0.008 per share and
(ii) 1,200 shares of Class B common stock (the "Performance Shares") for a
capital contribution of $18,750, or $15.625 per share. On July 17, 2020 and
March 24, 2021, we effected a 100:1 and a 2.5:1 forward stock split for each
share of Class B common stock, respectively, resulting in an aggregate of
300,000 Performance Shares outstanding. On July 29, 2020, we effected a

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reverse stock split for Class F common stock, resulting in an aggregate of
690,000 shares of Class F common stock. On September 17, 2020, we effected a 1
for 1.2 forward stock split that increased the outstanding Class F common stock
from 690,000 shares to 828,000 shares. All shares and associated amounts have
been retroactively restated to reflect the stock split. Of the 828,000 Founder
Shares outstanding, up to 108,000 of the Founder Shares would be forfeited
depending on the extent to which the underwriter's over-allotment is exercised,
so that such Founder Shares would represent 5% of the outstanding shares issued
in the Initial Public Offering. The underwriters fully exercised their
over-allotment option on September 18, 2020; thus, these 108,000 Founder Shares
were no longer subject to forfeiture. The Founder Shares are entitled to
(together with the Performance Shares) a number of votes representing 20% of our
outstanding common stock (not including the private placement shares) prior to
the completion of the Partnering Transaction. As of December 31, 2020, after
giving effect to the 2.5:1 forward stock split for each share of Class B common
stock, which was effective on March 24, 2021, we had an aggregate of 828,000 and
300,000 shares of Class F common stock and Class B common stock, respectively,
issued and outstanding.
The Initial Stockholders agreed not to transfer, assign or sell any of their
Founder Shares until the earlier to occur of: (i) 180 days after the completion
of the Partnering Transaction and (ii) the date on which we completes a
liquidation, merger, capital stock exchange or other similar transaction after
the Partnering Transaction that results in all of the stockholders having the
right to exchange their Class A common stock for cash, securities or other
property; except to certain permitted transferees.
Private Placement CAPS
Substantially concurrently with the closing of the Initial Public Offering, we
completed the private sale of 245,600 Private Placement CAPS (614,000 Private
Placement CAPS after giving effect to the Stock Split), at a price of $25.00 per
Private Placement CAPS ($10.00 per Private Placement CAPS after giving effect to
the Stock Split) to the Sponsor, generating gross proceeds to us of
approximately $6.1 million.
Each Private Placement CAPS consists of one share of Class A common stock and
one-quarter
of one redeemable warrant (each, a "Private Placement Warrant"). Each Private
Placement Warrant entitles the holder to purchase one share of Class A common
stock at $28.75 per share ($11.50 per share after giving effect to the Stock
Split). A portion of the proceeds from the sale of the Private Placement CAPS
was added to the proceeds from the Initial Public Offering held in the Trust
Account. If we do not complete a Partnering Transaction, then the proceeds will
be part of the liquidating distribution to the Public Stockholders and the
warrants will expire worthless.
Related Party Loans
On June 22, 2020, the Sponsor agreed to loan us up to an aggregate of $300,000
pursuant to an unsecured promissory note (the "Note") to cover expenses related
to this Initial Public Offering. This loan was payable without interest upon the
completion of the Initial Public Offering. We borrowed $171,000 under the Note.
We fully repaid the Note on September 22, 2020.
In order to finance transaction costs in connection with an intended initial
Partnering Transaction, the Sponsor or an affiliate of the Sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may
be required (the "Working Capital Loans"). Up to $1.5 million of such loans may
be convertible into private placement CAPS at a price of $25.00 per Private
Placement CAPS ($10.00 per Private Placement CAPS after giving effect to the
Stock Split) at the option of the lender. The private placement CAPS would be
identical to the Private Placement CAPS issued to the Sponsor. Except for the
forgoing, the terms of such loans, if any, have not been determined and no
written agreements exist with respect to such loans. As of December 31, 2020, we
had no outstanding Working Capital Loans.

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Administrative Services Agreement
Commencing on the date that our securities were first listed on the New York
Stock Exchange through the earlier of consummation of the Partnering Transaction
and our liquidation, we will pay an affiliate of the Sponsor for office space,
secretarial and administrative services provided to members of our management
team $20,000 per month. We incurred $80,000 in expenses in connection with such
services during the period from June 22, 2020 (inception) through December 31,
2020, as reflected in general and administrative expenses in the accompanying
statement of operations. As of December 31, 2020, the Company had approximately
$80,000 in accounts payable in connection with such services as reflected in the
accompanying balance sheet.
In addition, the Sponsor, executive officers and directors, or any of their
respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company's behalf such as
identifying potential target businesses and performing due diligence on suitable
Partnering Transactions. The Company's audit committee will review on a
quarterly basis all payments that were made to the Sponsor, executive officers
or directors, or their affiliates.
Other 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 the Administrative Services Agreement.
Critical Accounting Policies and Estimates
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 accounting principles generally accepted in the United States of
America. 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:
Class A Common Stock Subject to Possible Redemption
Class A common stock subject to mandatory redemption (if any) is classified as a
liability instrument and is measured at fair value. Conditionally redeemable
Class A common stock (including Class A common stock that features 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)
is classified as temporary equity. At all other times, Class A common stock is
classified as stockholders' equity. Our Class A common stock features 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,
41,400,000 shares of Class A common stock subject to possible redemption are
presented as temporary equity, outside of the stockholders' equity section of
the Company's balance sheet.

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Net Income (Loss) per Share of Common Stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." We have three classes of shares, which are referred to as
Class A common stock, Class B common stock and Class F common stock. Income and
losses are shared pro rata among the three classes of shares. Net income (loss)
per share of common stock is calculated by dividing the net income (loss) by the
weighted average number of common stock outstanding for the respective period.
The calculation of diluted net income per share of common stock does not
consider the effect of the warrants underlying the Units sold in the Initial
Public Offering and the Private Placement Warrants to purchase 10,503,500 shares
of Class A common stock in the calculation of diluted income per share, because
their inclusion would be anti-dilutive under the treasury stock method. As a
result, diluted net income per share of common stock is the same as basic net
income per share of common stock for the period from June 22, 2020 (inception)
through December 31, 2020. Accretion associated with the redeemable Class A
common stock is excluded from earnings per share as the redemption value
approximates fair value.
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC
815-15.
The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is
re-assessed
at the end of each reporting period.
We issued 10,350,000 warrants to purchase Class A common stock to investors in
our Initial Public Offering and issued 153,500 Private Placement Warrants. All
of our outstanding warrants are recognized as derivative liabilities in
accordance with ASC
815-40.
Accordingly, we recognize the warrant instruments as liabilities at fair value
and adjust the instruments to fair value at each reporting period. The
liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. The fair value of warrants issued in
connection with the Initial Public Offering and Private Placement were initially
measured at fair value using a Monte Carlo simulation model and subsequently,
the fair value of the Private Placement warrants have been estimated using a
Monte Carlo simulation model each measurement date. The fair value of Warrants
issued in connection with our Initial Public Offering have subsequently been
measured based on the listed market price of such warrants.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting pronouncements, if currently adopted, would have a material impact on
our 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
and did not have any commitments or contractual obligations.
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 financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. 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 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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Subsequent Events
On March 24, 2021, the Company held a special virtual meeting of stockholders
and warrant holders (the "Special Meetings"). Following the Special Meetings,
the Company (i) filed an amendment to its Amended and Restated Certificate of
Incorporation to authorize the board of directors to effectuate a
2.5-for-1
forward stock split for each of our Class A common stock and Class B common
stock and to amend certain terms of the Class B common stock and Class F common
stock to account for the forward stock split and (ii) executed an amendment to
that certain Warrant Agreement, dated as of September 15, 2020, by and between
the Company and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent, to authorize the board of directors to effectuate
a
2.5-for-1
forward warrant split of our warrants, and to lower the warrant exercise price
and adjust certain mechanics related thereto to account for the forward warrant
split. All shares and associated amounts have been retroactively restated to
reflect the stock split.

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