however , these individuals will be reimbursed by us for any out-of-pocket expenses incurred in connection with activities on our behalf , story_separator_special_tag 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 . overview we are a blank check company incorporated as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we have not selected any specific business combination target . we intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placements of the sponsor warrants , director warrants and forward purchase units , our capital stock , debt or a combination of cash , stock and debt . our initial business combination will be a negotiated transaction , not a hostile takeover . the issuance of additional shares of our stock in a business combination , including the forward purchase securities : may significantly dilute the equity interest of investors ; may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock ; 49 could cause a change in control if a substantial number of shares of our common stock is issued , which may affect , among other things , our ability to use net operating loss carry forwards , if any , and could result in the resignation or removal of our present directors and officers ; may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and may adversely affect prevailing market prices for our shares of class a common stock and or redeemable warrants . similarly , if we issue debt instruments or otherwise incur significant indebtedness , it could result in : default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations ; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; our inability to pay dividends on our common stock ; using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , our ability to pay expenses , make capital expenditures and acquisitions , and fund other general corporate purposes ; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , and execution of our strategy ; and other purposes and other disadvantages compared to our competitors who have less debt . we expect to continue to incur costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . results of operations all activities through december 31 , 2020 were related to the company 's organizational activities , preparation for the company 's initial public offering , and subsequently , identifying a target company for a business combination . we will not generate any operating revenues until after completion of our initial business combination . we generate non-operating income in the form of interest and dividends on cash and cash equivalents , and marketable securities held in the trust account . we incur ongoing expenses as a result of being a public company for legal , financial reporting , accounting and auditing compliance , as well as for due diligence expenses . for the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,430,298 , which consisted of legal , insurance , research , franchise tax and other expenses totaling $ 2,833,025 and a provision for income taxes of $ 289,155 , offset by interest and dividends earned on marketable securities held in the trust account and operating account of $ 1,509,419 , and an unrealized gains on marketable securities held in the trust account of $ 182,463. story_separator_special_tag events . accordingly , at december 31 , 2020 , 198,270,991 shares of class a common stock subject to possible redemption are presented at redemption value as temporary equity , outside of the stockholders ' equity section of the company 's balance sheet . net income / ( loss ) per common share we apply the two-class method of calculating earnings per share . common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value , have been excluded from the calculation of basic income / ( loss ) per common share since such shares , if redeemed , only participate in their pro-rata share of the trust account earnings . our net income / ( loss ) is adjusted for the portion of story_separator_special_tag however , these individuals will be reimbursed by us for any out-of-pocket expenses incurred in connection with activities on our behalf , story_separator_special_tag 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 . overview we are a blank check company incorporated as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we have not selected any specific business combination target . we intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placements of the sponsor warrants , director warrants and forward purchase units , our capital stock , debt or a combination of cash , stock and debt . our initial business combination will be a negotiated transaction , not a hostile takeover . the issuance of additional shares of our stock in a business combination , including the forward purchase securities : may significantly dilute the equity interest of investors ; may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock ; 49 could cause a change in control if a substantial number of shares of our common stock is issued , which may affect , among other things , our ability to use net operating loss carry forwards , if any , and could result in the resignation or removal of our present directors and officers ; may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and may adversely affect prevailing market prices for our shares of class a common stock and or redeemable warrants . similarly , if we issue debt instruments or otherwise incur significant indebtedness , it could result in : default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations ; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; our inability to pay dividends on our common stock ; using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , our ability to pay expenses , make capital expenditures and acquisitions , and fund other general corporate purposes ; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , and execution of our strategy ; and other purposes and other disadvantages compared to our competitors who have less debt . we expect to continue to incur costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . results of operations all activities through december 31 , 2020 were related to the company 's organizational activities , preparation for the company 's initial public offering , and subsequently , identifying a target company for a business combination . we will not generate any operating revenues until after completion of our initial business combination . we generate non-operating income in the form of interest and dividends on cash and cash equivalents , and marketable securities held in the trust account . we incur ongoing expenses as a result of being a public company for legal , financial reporting , accounting and auditing compliance , as well as for due diligence expenses . for the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,430,298 , which consisted of legal , insurance , research , franchise tax and other expenses totaling $ 2,833,025 and a provision for income taxes of $ 289,155 , offset by interest and dividends earned on marketable securities held in the trust account and operating account of $ 1,509,419 , and an unrealized gains on marketable securities held in the trust account of $ 182,463. story_separator_special_tag events . accordingly , at december 31 , 2020 , 198,270,991 shares of class a common stock subject to possible redemption are presented at redemption value as temporary equity , outside of the stockholders ' equity section of the company 's balance sheet . net income / ( loss ) per common share we apply the two-class method of calculating earnings per share . common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value , have been excluded from the calculation of basic income / ( loss ) per common share since such shares , if redeemed , only participate in their pro-rata share of the trust account earnings . our net income / ( loss ) is adjusted for the portion of

liquidity and capital resources our liquidity needs had been satisfied prior to the consummation of the initial public offering through a capital contribution of $ 25,000 by our sponsor in exchange for 100 shares of class b common stock , and interest bearing loans of $ 1,121,120 from our sponsor under an unsecured promissory note covering expenses related to the initial public offering . the loan was repaid in full on july 24 , 2020 , inclusive of interest . on july 24 , 2020 , we consummated the initial public offering of 200,000,000 units , at $ 20.00 per unit , generating gross proceeds of $ 4,000,000,000. simultaneously with the closing of the initial public offering , we consummated a $ 67,837,500 sale of sponsor warrants and director warrants in private placements . 50 following the initial public offering and the private placements of sponsor warrants and director warrants , a total of $ 4,000,000,000 was placed into the trust account . we incurred $ 94,623,187 in offering costs , including $ 35,000,000 of underwriting fees , $ 56,250,000 of deferred underwriting fees and $ 3,373,187 of other offering costs . the per share amount to be distributed to public stockholders who properly redeem their public shares will not be reduced by the deferred underwriting fees ( further discussed below ) . as of december 31 , 2020 , we had an unrestricted cash balance of $ 25,348,287 in the operating account , held outside the trust account to fund our ongoing expenses , as well as cash and marketable securities held in the trust account of $ 4,001,690,454. interest and dividend income earned on the balance in the trust account will be used by us to pay taxes on such income . during the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we did not withdraw any interest or dividends earned on the trust account .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources our liquidity needs had been satisfied prior to the consummation of the initial public offering through a capital contribution of $ 25,000 by our sponsor in exchange for 100 shares of class b common stock , and interest bearing loans of $ 1,121,120 from our sponsor under an unsecured promissory note covering expenses related to the initial public offering . the loan was repaid in full on july 24 , 2020 , inclusive of interest . on july 24 , 2020 , we consummated the initial public offering of 200,000,000 units , at $ 20.00 per unit , generating gross proceeds of $ 4,000,000,000. simultaneously with the closing of the initial public offering , we consummated a $ 67,837,500 sale of sponsor warrants and director warrants in private placements . 50 following the initial public offering and the private placements of sponsor warrants and director warrants , a total of $ 4,000,000,000 was placed into the trust account . we incurred $ 94,623,187 in offering costs , including $ 35,000,000 of underwriting fees , $ 56,250,000 of deferred underwriting fees and $ 3,373,187 of other offering costs . the per share amount to be distributed to public stockholders who properly redeem their public shares will not be reduced by the deferred underwriting fees ( further discussed below ) . as of december 31 , 2020 , we had an unrestricted cash balance of $ 25,348,287 in the operating account , held outside the trust account to fund our ongoing expenses , as well as cash and marketable securities held in the trust account of $ 4,001,690,454. interest and dividend income earned on the balance in the trust account will be used by us to pay taxes on such income . during the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we did not withdraw any interest or dividends earned on the trust account .
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 Suspicious Activity Report : however , these individuals will be reimbursed by us for any out-of-pocket expenses incurred in connection with activities on our behalf , story_separator_special_tag 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 . overview we are a blank check company incorporated as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we have not selected any specific business combination target . we intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placements of the sponsor warrants , director warrants and forward purchase units , our capital stock , debt or a combination of cash , stock and debt . our initial business combination will be a negotiated transaction , not a hostile takeover . the issuance of additional shares of our stock in a business combination , including the forward purchase securities : may significantly dilute the equity interest of investors ; may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock ; 49 could cause a change in control if a substantial number of shares of our common stock is issued , which may affect , among other things , our ability to use net operating loss carry forwards , if any , and could result in the resignation or removal of our present directors and officers ; may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and may adversely affect prevailing market prices for our shares of class a common stock and or redeemable warrants . similarly , if we issue debt instruments or otherwise incur significant indebtedness , it could result in : default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations ; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; our inability to pay dividends on our common stock ; using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , our ability to pay expenses , make capital expenditures and acquisitions , and fund other general corporate purposes ; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , and execution of our strategy ; and other purposes and other disadvantages compared to our competitors who have less debt . we expect to continue to incur costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . results of operations all activities through december 31 , 2020 were related to the company 's organizational activities , preparation for the company 's initial public offering , and subsequently , identifying a target company for a business combination . we will not generate any operating revenues until after completion of our initial business combination . we generate non-operating income in the form of interest and dividends on cash and cash equivalents , and marketable securities held in the trust account . we incur ongoing expenses as a result of being a public company for legal , financial reporting , accounting and auditing compliance , as well as for due diligence expenses . for the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,430,298 , which consisted of legal , insurance , research , franchise tax and other expenses totaling $ 2,833,025 and a provision for income taxes of $ 289,155 , offset by interest and dividends earned on marketable securities held in the trust account and operating account of $ 1,509,419 , and an unrealized gains on marketable securities held in the trust account of $ 182,463. story_separator_special_tag events . accordingly , at december 31 , 2020 , 198,270,991 shares of class a common stock subject to possible redemption are presented at redemption value as temporary equity , outside of the stockholders ' equity section of the company 's balance sheet . net income / ( loss ) per common share we apply the two-class method of calculating earnings per share . common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value , have been excluded from the calculation of basic income / ( loss ) per common share since such shares , if redeemed , only participate in their pro-rata share of the trust account earnings . our net income / ( loss ) is adjusted for the portion of story_separator_special_tag however , these individuals will be reimbursed by us for any out-of-pocket expenses incurred in connection with activities on our behalf , story_separator_special_tag 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 . overview we are a blank check company incorporated as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we have not selected any specific business combination target . we intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placements of the sponsor warrants , director warrants and forward purchase units , our capital stock , debt or a combination of cash , stock and debt . our initial business combination will be a negotiated transaction , not a hostile takeover . the issuance of additional shares of our stock in a business combination , including the forward purchase securities : may significantly dilute the equity interest of investors ; may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock ; 49 could cause a change in control if a substantial number of shares of our common stock is issued , which may affect , among other things , our ability to use net operating loss carry forwards , if any , and could result in the resignation or removal of our present directors and officers ; may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and may adversely affect prevailing market prices for our shares of class a common stock and or redeemable warrants . similarly , if we issue debt instruments or otherwise incur significant indebtedness , it could result in : default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations ; acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; our inability to pay dividends on our common stock ; using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , our ability to pay expenses , make capital expenditures and acquisitions , and fund other general corporate purposes ; limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , and execution of our strategy ; and other purposes and other disadvantages compared to our competitors who have less debt . we expect to continue to incur costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . results of operations all activities through december 31 , 2020 were related to the company 's organizational activities , preparation for the company 's initial public offering , and subsequently , identifying a target company for a business combination . we will not generate any operating revenues until after completion of our initial business combination . we generate non-operating income in the form of interest and dividends on cash and cash equivalents , and marketable securities held in the trust account . we incur ongoing expenses as a result of being a public company for legal , financial reporting , accounting and auditing compliance , as well as for due diligence expenses . for the period from may 4 , 2020 ( inception ) through december 31 , 2020 , we had a net loss of $ 1,430,298 , which consisted of legal , insurance , research , franchise tax and other expenses totaling $ 2,833,025 and a provision for income taxes of $ 289,155 , offset by interest and dividends earned on marketable securities held in the trust account and operating account of $ 1,509,419 , and an unrealized gains on marketable securities held in the trust account of $ 182,463. story_separator_special_tag events . accordingly , at december 31 , 2020 , 198,270,991 shares of class a common stock subject to possible redemption are presented at redemption value as temporary equity , outside of the stockholders ' equity section of the company 's balance sheet . net income / ( loss ) per common share we apply the two-class method of calculating earnings per share . common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value , have been excluded from the calculation of basic income / ( loss ) per common share since such shares , if redeemed , only participate in their pro-rata share of the trust account earnings . our net income / ( loss ) is adjusted for the portion of

