STRATEGIC SCIENTIFIC ACQUISITION ALPHA: Discussion and analysis by management of the financial position and operating results. (form 10-K)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and accompanying notes and other financial information included elsewhere in this annual report. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. You should consult the “ Risk Factors ” section of this annual report for a discussion of the significant factors that could cause our actual results to differ materially from the results described or implied by the forward-looking statements contained in the discussion and following analysis. .

Overview

We are a blank check company incorporated on October 22, 2020 like a Delaware
company for the purpose of effecting a merger, a share exchange, an acquisition of assets, a purchase of shares, a reorganization or other similar business combination with one or more companies or entities. While we may pursue a goal of business combination in any business or industry, we intend to focus our research on a target business operating in the D2C brands, D2C services, and mobile and social entertainment industries.

We expect to continue to incur significant costs in pursuing our acquisition plans. We cannot assure you that our plans to achieve a business combination will be successful.

Results of Operations

We have not participated in any transactions or generated any operating income to date. Our only activities from creation to December 31, 2020 were organizational activities and those necessary to prepare for the IPO, described below. We do not expect to generate any operating income until the completion of our initial business combination, at the earliest. We expect to generate non-operating income in the form of interest income on marketable securities held in the trust account. We anticipate that we will incur increased expenses due to our public company status (for legal compliance, financial reporting, accounting and auditing), as well as for research due diligence expenses. and the completion of a business combination.

For the period from October 22, 2020 (creation) through December 31, 2020, we had a net loss of $ 5,000, which consisted of training costs.

Liquidity and capital resources

From December 31, 2020, we had no cash flow and a working capital deficit of about $ 163,912. Until the end of the IPO, our only sources of liquidity were an initial purchase of common stock by the sponsor and loans from our sponsor. The business plan of the company depends on the completion of a business combination and on the company’s cash and working capital at the March 31, 2021 are not sufficient to carry out its planned activities for a reasonable period of time. These conditions raise significant doubt as to the ability of the company to continue operating.

At October 29, 2020, the sponsor has agreed to lend us a total of
$ 300,000 to cover expenses related to an IPO under a promissory note (the “Promissory Note”). The promissory note did not bear interest and was payable on the earlier of the following dates: December 31, 2021 or the completion of the IPO. The outstanding balance on the promissory note of $ 300,000 remained open at the close of the IPO on January 28, 2021. At February 2, 2021, the company reimbursed the promissory note in full.

At January 28, 2021, we carried out the IPO of 31,050,000 Units, which includes the full exercise by the underwriter of his over-allotment option in the amount of 4,050,000 Units, at $ 10.00 per unit, generating a gross product of
310,500,000 USD. Simultaneously with the closing of the IPO, we completed the sale of 5,473,333 private placement warrants to the sponsor at a price of $ 1.50
by private placement bond generating gross proceeds of 8,210,000 USD.

A total of 310,500,000 USD, consisting of the net proceeds of the IPO and the sale of the private warrants, was placed in the trust account. We have incurred
$ 17,495,500 in transaction costs, including $ 6,210,000 subscription fees,
$ 10,867,500 deferred subscription fees and $ 418,000 other supply costs.

We intend to use substantially all of the funds held in the trust account, including amounts representing interest earned on the trust account, which interest will be net of taxes payable and excluding deferred sales commissions, to complete our initial business combination. We may withdraw interest from the trust account to pay taxes, if applicable. To the extent that our share capital or debt is used, in whole or in part, in consideration for the completion of our initial business combination, the remaining proceeds held in the trust account will be used as working capital to fund the activities of the target company or businesses, make other acquisitions and pursue our growth strategies.

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We intend to use funds held outside the trust account primarily to identify and assess target businesses, perform business due diligence on potential target businesses, travel to and from corporate offices, factories or similar locations. potential target companies or their representatives or owners, review corporate documents and material agreements of potential target companies, structure, negotiation and completion of a business combination.

In order to finance shortfalls in working capital or to finance transaction costs in a business combination, our sponsor or a company affiliated with our sponsor or certain of our officers and directors may, but are not obligated to do so, lend us the necessary funds. If we complete a business combination, we may repay these loaned amounts from the proceeds of the trust account returned to us. In the event that a business combination is not completed, we may use a portion of the working capital held outside the trust account to repay these loaned amounts, but no proceeds from our trust account would be used. for this reimbursement. Until 1,500,000 USD of these loans may be convertible into warrants at a price of $ 1.50 by mandate at the option of the lender. The warrants would be identical to the private placement warrants. From December 31, 2020, there were no outstanding amounts.

We may need to raise additional funds to meet the expenses necessary to operate our business. However, if our cost estimate to identify a target business, undertake in-depth due diligence, and negotiate our initial business combination is less than the actual amount needed to do so, we may have insufficient funds to operate our business prior to our business combination. ‘initial companies. In addition, we may need to obtain additional financing to complete our initial business combination or because we become obligated to repurchase a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such a business combination. If we have not completed our initial business combination within the allotted time frame because we do not have sufficient funds, we will be forced to cease operations and liquidate the trust account.

Off-balance sheet financing terms

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established special purpose entities, guaranteed the debts or liabilities of other entities, or purchased non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligation, operating lease obligation or long-term liability other than as described below.

We have an agreement to pay the sponsor a monthly fee of $ 10,000 for offices, administrative and support services. We started paying these fees on
February 1, 2021 and will continue to incur these costs on a monthly basis until the earliest of the completion of our initial business combination and our liquidation.

The IPO subscriber is entitled to deferred remuneration of $ 0.35 per unit, or
$ 10,867,500 generally. The deferred charge will become payable to the Underwriter out of the amounts held in the Trust Account only if we complete our initial business combination, subject to the terms of the Underwriting Agreement.

Critical Accounting Policies

The preparation of financial statements and related information in accordance with we GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the revenues and expenses during the periods presented. Actual results could differ materially from these estimates. We have not identified any critical accounting method.

Recent Accounting Standards

Management does not believe that any other accounting standard recently issued, but not yet in effect, if currently adopted, would have a material impact on our financial statements.

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Recent Accounting Standards

Management does not believe that any other accounting standard recently issued, but not yet in effect, if currently adopted, would have a material impact on our financial statements.

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