This Amendment No. 1 to the Annual Report on Form
10-K/A (this “report”) amends the Annual Report on Form 10-K of AGBA Acquisition Limited for the fiscal years ended December
31, 2020 and 2019, as filed with the Securities and Exchange Commission (“SEC”) on March 26, 2021 (the “Original Report”).
On April 12, 2021, the Acting Director of the Division
of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations
for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies(“SPACs”)” (the “SEC Statement”). Specifically,
the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics
of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants.
As a result of the SEC Statement, on December 10, 2021, the Company reevaluated the accounting treatment of the 225,000 warrants that
were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering
(the “Private Warrants”). The Company previously accounted for the Private Warrants as components of equity.
In addition, in accordance with the SEC and its staff’s
guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption
provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent
equity. The Company had previously classified a portion of its ordinary share in permanent equity. Although the Company did not specify
a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001. On December 10, 2021, the Company determined that the threshold would not change
the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company’s
previously issued (i) audited balance sheet as of May 19, 2019 included in the Company’s Current Report on Form 8-K filed with the
SEC on May 22, 2019, (ii) audited financial statements as of December 31, 2019 and for the year ended December 31, 2019 filed with the
SEC on March 31, 2020, (iii) audited financial statements as of December 31, 2020 and for the year ended December 31, 2020 filed with
the SEC on March 26, 2021, (iv) unaudited interim financial statements as of June 30, 2019 and for the three and six months ended June
30, 2019 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2019; unaudited interim financial
statements as of and for the three and nine months ended September 30, 2019 included in the Company’s Quarterly Report on Form 10-Q
filed with the SEC on November 14, 2019; unaudited interim financial statements as of and for the three months ended March 31, 2020 included
in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 18, 2020; unaudited interim financial statements as of
June 30, 2020 and for the three and six months ended June 30, 2020 included in the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 14, 2020; unaudited interim financial statements as of and for the three and nine months ended September 30, 2020
included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2020; unaudited interim financial statements
as of and for the three months ended March 31, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on
June 16, 2021; unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s
Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021, (collectively, the “Affected Periods”), in each case,
should be corrected to classify private warrants as liabilities and all of the Public Shares as temporary equity and should no longer
be relied upon.
In connection with the restatement, the Company’s
management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result
of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not
effective due to a material weakness in internal control over financial reporting related to the classification of the Company’s
private warrants as components of equity instead of as derivative liabilities and the classification of the redeemable shares. For more
information, see Item 9A included in this Annual Report on Form 10-K/A.
The Company has reflected these corrections in
its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with SEC on November 16, 2021 (the “November
2021 Form 10-Q”) and in this amended Annual Report on Form 10-K for the years ended December 31, 2020 and 2019. The Company does
not expect the changes described above to have any impact on its cash position or the balance held in the trust account. The Company has
not amended its previously filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K 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 Annual Report on Form 10-K/A, 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.
PART
I
ITEM
1. BUSINESS
Introduction
AGBA
Acquisition Limited is a British Virgin Islands exempted company incorporated on October 8, 2018 as a blank check company for the purpose
of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination, with one or more target businesses. Our efforts to identify a prospective target business will not be limited to any particular
industry or geographic location. We have not selected any target business for our initial business combination.
We
believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts
and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers, in addition
to the geographical reach of our affiliates, will enable us to pursue a broad range of opportunities. Our management team has significant
experience in engaging in cross-border business in Asia, Europe, and the U.S., and understands the cultural, business and economic differences
and opportunities that will allow us to negotiate a transaction.
On
May 16, 2019, the Company consummated the initial public offering (“IPO”) of 4,600,000 units (the “Units”), which
includes the full exercise of the underwriter’s over-allotment option of 600,000 Units. Each Unit consists of one ordinary share
(“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at
a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial
business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000. In addition,
the Company sold to Maxim Group LLC (“Maxim), for $100, an option to purchase up to 276,000 units exercisable at $11.50 per unit
pursuant to the Unit Purchase Option agreement, commencing on the later of the consummation of a business combination and six months
from the effective date of the Registration Statement.
On
May 16, 2019, simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”)
with AGBA Holding Limited (“Sponsor”), of 225,000 units (the “Private Units”) at a price of $10.00 per Private
Unit, generating total proceeds of $2,250,000. The Private Units are identical to the Units sold in the IPO, except that the warrants
underlying the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to
be held by the initial purchasers or their permitted transferees. Additionally, because the Private Units were issued in a private transaction,
the initial purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash
even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered
ordinary shares. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying
securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s
initial business combination. Such Initial Purchasers were granted certain demand and piggyback registration rights in connection with
the purchase of the Private Units.
A
total of $46,000,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private
placements on May 16, 2019 were placed in a trust account established for the benefit of the Company’s public shareholders at Morgan
Stanley maintained by Continental, acting as trustee. None of the funds held in trust will be released from the trust account, other
than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required
time period or our entry into liquidation if we have not completed a business combination in the required time period. On July 15, 2019,
our ordinary shares, warrants and rights underlying the Units sold in our IPO began to trade separately on a voluntary basis.
On
May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued unsecured promissory note in the aggregate principal amount
of $460,000 each time to our Sponsor in exchange for its depositing such amount into the Company’s trust account in order to extend
the amount of time it has available to complete a business combination.
On
August 18, 2020, the Company held its annual meeting of shareholders. During the annual meeting, the Company’s shareholders elected
all of the five nominees for directors to serve until the next annual meeting of shareholders and also ratified the reappointment of
Marcum LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2020.
On
October 15, 2020, the Company then dismissed Marcum LLP as its independent registered public accounting firm and effective October 20,
2020, Friedman LLP has been engaged as the Company’s new independent registered public accounting firm. The audit committee of
the Company’s board of directors (the “Audit Committee”), on October 15, 2020, approved the dismissal of Marcum LLP
and the engagement of Friedman LLP as the independent registered public accounting firm.
On
February 5, 2021, the Company held its extraordinary meeting of shareholders. During this meeting, the Company’s shareholders approved
the proposals to (i) amend the second amended and restated memorandum and articles of association to further extend the date by which
it has to consummate a business combination three times for three additional months each time from February 16, 2021 to November 16,
2021; and (ii) amend the investment management trust agreement, dated as of May 14, 2019 by and between the Company and Continental Stock
Transfer & Trust Company, LLC (“Continental”) to allow it to further extend the time to complete a business combination
three times for three additional months each time from February 16, 2021 to November 16, 2021. On February 8, 2021, 636,890 shares were
redeemed by a number of shareholders at a price of approximately $10.49 per share, in an aggregate principal amount of $6,680,520.37.
None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until
the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if we
have not completed a business combination by May 16, 2021 or by the latest November 16, 2021.
On
February 10, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,466.50 each time to our Sponsor
in exchange for its depositing such amount into the Company’s trust account in order to extend the amount of time it has available
to complete a business combination.
Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. The outbreak of
the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,
and potential target companies may defer or end discussions for a potential business combination with us whether or not COVID-19 affects
their business operations. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others. We may be unable to complete a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel,
vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.
Competitive
strengths
We
believe our specific competitive strengths to be the following:
Status
as a public company
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares of stock in the target business for our ordinary shares
or for a combination of our ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We
believe target businesses might find this method a more certain and cost effective method to become a public company than the typical
initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public
reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore,
once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering
is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent
the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional
means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company.
It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
While
we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view
the inherent limitations in our status as a blank check company, such as our lack of an operating history and our requirements to seek
shareholder approval of any proposed initial business combination and provide holders of public shares the opportunity to redeem their
shares into cash from the trust account, as a deterrent, and may prefer to effect a business combination with a more established entity
or with a private company.
Transaction
flexibility
We
offer a target business a variety of options, such as providing the owners of a target business with shares in a public company and a
public means to sell such shares, providing cash for stock, and providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using
our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have
no specific business combination under consideration, we have not taken any steps to secure third party financing and it may not be available
to us.
Management
Experience
We
believe the experience and contacts of our management team will give us distinct advantages in sourcing, structuring and consummating
business combinations. We have a management team with extensive experience in mergers and acquisitions, including cross-border transactions,
target sourcing, financial due diligence, deal structuring and negotiation, as well as finance and investment in the United States and
Asia, and understands the cultural, business and economic differences and opportunities that will allow us to negotiate a transaction.
We believe we can source attractive deals and find good investment opportunities from private and public sources to create value for
shareholders. We believe that the network of contacts and relationships of our management team will provide us with an important source
of investment opportunities.
Competitive
Weaknesses
We
believe our competitive weaknesses to be the following:
Limited
Financial Resources
Our
financial reserves will be relatively limited when contrasted with those of venture capital firms, leveraged buyout firms and operating
businesses competing for acquisitions. In addition, our financial resources could be reduced because of our obligation to redeem shares
held by our public shareholders as well as any tender offer we conduct.
Lack
of experience with blank check companies
Our
management team is not experienced in pursuing business combinations on behalf of blank check companies. Other blank check companies
may be sponsored and managed by individuals with prior experience in completing business combinations between blank check companies and
target businesses. Our managements’ lack of experience may not be viewed favorably by target businesses.
Limited
technical and human resources
As
a blank check company, we have limited technical and human resources. Many venture capital funds, leveraged buyout firms and operating
businesses possess greater technical and human resources than we do and thus we may be at a disadvantage when competing with them for
target businesses.
Delay
associated with shareholder approval or tender offer
We
may be required to seek shareholder approval of our initial business combination. If we are not required to obtain shareholder approval
of an initial business combination, we will allow our shareholders to sell their shares to us pursuant to a tender offer. Both seeking
shareholder approval and conducting a tender offer will delay the consummation of our initial business combination. Other companies competing
with us for acquisition opportunities may not be subject to similar requirement, or may be able to satisfy such requirements more quickly
than we can. As a result, we may be at a disadvantage in competing for these opportunities.
Effecting
an Acquisition Transaction
General
We
are not presently engaged in, and we will not engage in, any substantive commercial business until we complete a business combination.
We intend to utilize cash derived from the proceeds of the IPO and the Private Placements, our capital stock, debt or a combination of
these in effecting our initial business combination. Although substantially all of the net proceeds of the IPO and the Private Placements
are intended to be applied generally toward effecting a business combination, the proceeds are not otherwise being designated for any
more specific purposes. Accordingly, investors in the IPO were investing without first having an opportunity to evaluate the specific
merits or risks of any one or more business combinations. Our initial business combination may involve the acquisition of, or merger
with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares.
In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early
stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we
will probably have the ability, as a result of our limited resources, to effect only a single business combination.
The
outbreak of the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial
markets worldwide, and potential target companies may defer or end discussions for a potential business combination with us whether or
not COVID-19 affects their business operations. The extent to which COVID-19 impacts our search for a business combination will depend
on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. We may be unable to complete a business combination
if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target
company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.
Sources
of Target Businesses
We
believe based on our management’s business knowledge and past experience that there are numerous business combination candidates.
We anticipate that target business candidates will be brought to our attention from our Sponsor or from various unaffiliated sources,
including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other
members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being
solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested
in an unsolicited basis, since many of these sources will have known what types of businesses we are targeting. Our officers and directors,
as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business
contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. We
may engage professional firms or other individuals that specialize in business acquisitions or mergers in the future, in which event
we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on
the terms of the transaction. In no event, however, will our insiders or any of the members of our management team be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial
business combination (regardless of the type of transaction that it is). If we decide to enter into a business combination with a target
business that is affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from
an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point
of view. As of the date of this report, there are no affiliated entities that we would consider as a business combination target.
Selection
of a Target Business and Structuring of Our Initial Business Combination
Subject
to our management team’s fiduciary duties and the limitation that one or more target businesses have an aggregate fair market value
of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on the income earned
on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below
in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business.
Additionally, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business
combination. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.
Accordingly,
there is no basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete
a business combination. To the extent we effect our initial business combination with a financially unstable company or an entity in
its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by
numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.
Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or
assess all significant risk factors. In evaluating a prospective target business, our management may consider a variety of factors, including
one or more of the following:
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financial
condition and results of operation;
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growth
potential;
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brand
recognition and potential;
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return
on equity or invested capital;
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market
capitalization or enterprise value;
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experience
and skill of management and availability of additional personnel;
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capital
requirements;
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competitive
position;
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barriers
to entry;
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stage
of development of the products, processes or services;
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existing
distribution and potential for expansion;
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degree
of current or potential market acceptance of the products, processes or services;
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proprietary
aspects of products and the extent of intellectual property or other protection for products or formulas;
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impact
of regulation on the business;
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regulatory
environment of the industry;
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costs
associated with effecting the business combination;
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industry
leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and
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macro
competitive dynamics in the industry within which the company competes.
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These
criteria are not intended to be exhaustive. Our management may not consider any of the above criteria in evaluating a prospective target
business. The retention of our officers and directors following the completion of any business combination will not be a material consideration
in our evaluation of a prospective target business.
Any
evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as
well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although
we have no current intention to engage any such third parties.
The
time and costs required to select and evaluate a target business and to structure and complete our initial business combination remain
to be determined. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a
business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination.
Fair
Market Value of Target Business
Pursuant
to Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair market
value equal to at least 80% of the value of the funds in the trust account (excluding any deferred underwriter’s fees and taxes
payable on the income earned on the trust account), which we refer to as the 80% test, at the time of the execution of a definitive agreement
for our initial business combination, although we may structure a business combination with one or more target businesses whose fair
market value significantly exceeds 80% of the trust account balance. If we are no longer listed on Nasdaq, we will not be required to
satisfy the 80% test.
We
currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding
voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% test. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities
to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since
we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no
current intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more
standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).
If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion
from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on
the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to
obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
that the target business complies with the 80% threshold. However, if we seek to consummate an initial business combination with an entity
that is affiliated with any of our officers, directors or insiders and are therefore required to obtain an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view, we may
ask that banking firm to opine on whether the target business met the 80% fair market value test. Nevertheless, we are not required to
do so and could determine not to do so without consent of our shareholders.
Lack
of Business Diversification
We
expect to complete only a single business combination, although this process may entail simultaneous business combinations with several
operating businesses. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance
of a single business operation. Unlike other entities which may have the resources to complete several business combinations of entities
operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating our initial business combination
with only a single entity, our lack of diversification may:
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subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial business combination, and
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result
in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
number of products, processes or services.
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If
we determine to simultaneously consummate our initial business combination with several businesses and such businesses are owned by different
sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings
of the other combinations, which may make it more difficult for us, and delay our ability, to complete the business combination. With
a business combination with several businesses, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations and the additional risks associated with the subsequent assimilation
of the operations and services or products of the target companies in a single operating business.
Limited
Ability to Evaluate the Target Business’ Management Team
Although
we intend to scrutinize the management team of a prospective target business when evaluating the desirability of effecting our initial
business combination, our assessment of the target business’ management team may not prove to be correct. In addition, the future
management team may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of our officers and directors, if any, in the target business following our initial business combination remains to be determined. While
it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following our
initial business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to our initial business
combination. Moreover, they would only be able to remain with the company after the consummation of our initial business combination
if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would
take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the
form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target
business, their ability to remain with the company after the consummation of our initial business combination will not be the determining
factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors
may not have significant experience or knowledge relating to the operations of the particular target business.
Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
Shareholder
Approval of Business Combination
In
connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at
a meeting called for such purpose at which public shareholders may seek to redeem their public shares, regardless of whether they vote
for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account
(net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means of a tender
offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on
deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing,
our initial shareholders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into
their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such
tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro
rata portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the
timing of the transaction, whether the terms of the transaction would otherwise require us to seek shareholder approval or whether we
were deemed to be a foreign private issuer (which would require us to conduct a tender offer rather than seeking shareholder approval
under SEC rules). If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow
our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.
In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information
about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination
only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority
of the issued and outstanding ordinary shares voted are voted in favor of the business combination.
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities
Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital
closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial
business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may
be required to have a lesser number of shares redeemed or sold to us) and may force us to seek third party financing which may not be
available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we
may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have
to wait until May 16, 2021 (or November 16, 2021, if extended) in order to be able to receive a pro rata share of the trust account.
Our
initial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed
business combination, (2) not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business
combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.
None
of our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase Units or Ordinary Shares
from persons in the open market or in private transactions (other than the Private Units). However, if we hold a meeting to approve a
proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed
business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market
or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial shareholders
and their affiliates will not make purchases of Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange
Act, which are rules designed to stop potential manipulation of a company’s stock.
Ability
to Extend Time to Complete Business Combination
If
we anticipate that we may not be able to consummate our initial business combination by May 16, 2021, we may, but are not obligated to,
extend the period of time to consummate a business combination two times by an additional three months each time until November 16, 2021.
As the date of this Report, we have extended the time to complete a business combination three times for three additional months each
time from February 16, 2021 to November 16, 2021. Pursuant to the terms of our amended and restated memorandum and articles of association
and the amended trust agreement entered into between us and Continental, in order to extend the time available for us to consummate our
initial business combination, our insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline,
must deposit into the trust account $594,466.50 ($0.15 per share), on or prior to the date of the applicable deadline. The insiders will
receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event
that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would
either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation
of our business combination into additional private units at a price of $10.00 per unit. Our shareholders have approved the issuance
of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation
of our initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline
of their intent to effect an extension, we intend to issue a press release announcing the deposit of funds promptly after such funds
are deposited into the trust account. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend
the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend
the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire
amount required.
Redemption/Tender
Rights
At
any meeting called to approve an initial business combination, public shareholders may seek to redeem their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have agreed,
pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate
amount then on deposit in the trust account. The redemption rights will be effected under our amended and restated memorandum and articles
of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination, a holder
will always have the ability to vote against a proposed business combination and not seek redemption of his shares.
Alternatively,
if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender
offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum
amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer
or remain an investor in our company.
Our
initial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly
or indirectly, whether acquired prior to the IPO, in the IPO or in the aftermarket.
We
may also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender
their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the
business combination. Once the shares are redeemed by the holder, and effectively redeemed by us under British Virgin Islands law, the
transfer agent will then update our Register of Members to reflect all redemptions. The proxy solicitation materials that we will furnish
to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders
to satisfy such delivery requirements. Accordingly, a shareholder would have from the time our proxy statement is mailed through the
vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under our amended and
restated memorandum and articles of association, we are required to provide at least 10 days’ advance notice of any shareholder
meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise redemption rights. As a
result, if we require public shareholders who wish to redeem their ordinary shares into the right to receive a pro rata portion of the
funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice
and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced
to retain our securities when they otherwise would not want to.
There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC
System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this
cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights to deliver their shares
prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result
in an increased cost to shareholders.
Any
request to redeem or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or
expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an election of
their redemption or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer
not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption or tender rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such
case, we will promptly return any shares delivered by public holders.
Automatic
Liquidation if No Business Combination
If
we do not complete a business combination by May 16, 2021, it will trigger our automatic winding up, dissolution and liquidation pursuant
to the terms of our amended and restated memorandum and articles of association. As a result, this has the same effect as if we had formally
gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders
to commence such a voluntary winding up, dissolution and liquidation. However, if we anticipate that we may not be able to consummate
our initial business combination by May 16, 2021, we may, but are not obligated to, extend the period of time to consummate a business
combination two times by an additional three months each time (until November 16, 2021). Pursuant to the terms of our amended and restated
memorandum and articles of association and the amended trust agreement entered into between us and Continental, in order to extend the
time available for us to consummate our initial business combination, our insiders or their affiliates or designees, upon five days advance
notice prior to the applicable deadline, must deposit into the trust account $594,466.50 ($0.15 per share), on or prior to the date of
the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such
deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside
the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s
discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. Our
shareholders have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert
such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders
five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing the
deposit of funds promptly after such funds are deposited into the trust account. Our insiders and their affiliates or designees are not
obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some,
but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their
affiliates or designees) may deposit the entire amount required. If we are unable to consummate our initial business combination within
such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public
shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds
held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to
distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the
event of our dissolution and liquidation, the public rights will expire and will be worthless.
The
amount in the trust account (less approximately $3,963.11 representing the aggregate nominal par value of the shares of our public shareholders)
under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following
the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course
of business. If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount
in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior
to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts
they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts
that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such,
our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful
payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which
would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective
target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies
held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such
entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such
agreements are legally enforceable.
Each
of our initial shareholders and our Sponsor has agreed to waive its rights to participate in any liquidation of our trust account or
other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor of any dissolution
and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account with respect
to our warrants or rights, which will expire worthless.
If
we are unable to complete an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited
in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share distribution
from the trust account would be $10.00.
The
proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses
or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited
to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.
If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis
of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest
of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party
that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis
of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management
believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
Our
Sponsor has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to
pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent necessary to
ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver
agreement. However, we cannot assure you that he will be able to satisfy those obligations if he is required to do so. Accordingly, the
actual per-share distribution could be less than $10.00 due to claims of creditors. Additionally, if we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return to our public shareholders at least $10.00 per share.
Competition
In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous
potential target businesses that we could acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable
target businesses may be limited by our available financial resources.
The
following also may not be viewed favorably by certain target businesses:
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our
obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders
in connection with such business combination may delay or prevent the completion of a transaction;
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our
obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination;
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NASDAQ
may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities
following a business combination;
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our
outstanding warrants, rights and unit purchase options and the potential future dilution they represent;
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our
obligation to pay the deferred underwriting discounts and commissions to Maxim Group LLC upon consummation of our initial business
combination;
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our
obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our
initial shareholders, officers, directors or their affiliates;
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our
obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities
issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and
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the
impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on
developments involving us prior to the consummation of a business combination.
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Any
of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes,
however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive
advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth
potential on favorable terms.
If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.
Facilities
We
maintain our principal executive offices at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East,
Kowloon, Hong Kong. The cost for this space is provided to us by our Sponsor, as part of the $10,000 per month payment we make to it
for office space and related services. We consider our current office space adequate for our current operations.
Employees
We
have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to
devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based
on whether a target business has been selected for the business combination and the stage of the business combination process the company
is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target
business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior
to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe
is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business
to a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend
to have any full time employees prior to the consummation of a business combination.
ITEM
1A. RISK FACTORS
Our
Private warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial
results.
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement
regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”
(the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes
to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained
in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting
treatment of the 225,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with
the closing of the Initial Public Offering (the “Private Warrants”). The Company previously accounted for the Private Warrants
as components of equity.
In
further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging —
Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the warrant agreement related
to certain transfer provisions precludes the Private Warrants from being accounted for as components of equity. As the Private Warrants
meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities on
the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in
accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period
of change.
Our
ordinary shares subject to redemption are classified for as outside permanent equity and the changes in classification could have a material
effect on our financial results.
In addition, in preparation of the Company’s
financial statements as of and for the year ended December 31, 2020, the Company concluded it should restate its financial statements
to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance
on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum
redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause
its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying
shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed
financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption
value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares
of ordinary shares resulted in charges against accumulated deficit.
We
have identified a material weakness in our internal control over financial reporting as of December 31, 2020 and 2019. If we are
unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our
business and operating results.
Following the issuance of the SEC Statement, our
management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued
audited financial statements as of and for the years ended December 31, 2020 and 2019. See “—Our Private warrants are
accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As
part of such process, we identified a material weakness in our internal controls over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected
and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.
We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there
is no assurance that these initiatives will ultimately have the intended effects.
If
we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our
stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the
future, will be sufficient to avoid potential future material weaknesses.
We
may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
Following
the issuance of the SEC Statement, our management and our audit committee concluded that it was appropriate to restate our previously
issued audited financial statements as of December 31, 2019 and for the year ended December 31, 2020. See “— Our
warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.”
As part of such restatement, we identified a material weakness in our internal controls over financial reporting. As a result of such
material weakness, the restatement described above, the change in accounting for the warrants, and other matters raised or that may in
the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking
the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our
internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have
no knowledge of any such litigation or dispute arising due to restatement or material weakness of our internal controls over financial
reporting. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or
dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition
or our ability to complete a business combination.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
2. PROPERTIES
We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong. The cost for this
space is provided to us by our Sponsor, as part of the $10,000 per month payment we make to it for office space and related services.
We consider our current office space adequate for our current operations.
ITEM
3. LEGAL PROCEEDINGS
We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth information about our directors and executive officers as of March 5, 2021.
Name
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Age
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Position
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Gordon
Lee
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53
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Chief Executive Officer
and Director
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Vera
Tan
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43
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Chief Financial Officer
and Director
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Brian
Chan
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54
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Director
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Eric
Lam
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49
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Director
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Thomas
Ng
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65
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Director
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Below
is a summary of the business experience of each of our executive officers and directors:
Gordon
Lee. Gordon Lee has been our Chief Executive Officer and director since October 2018. Mr. Lee has over 27 years of experience
in the education, IT, and entertainment industries and with startup businesses. Since June 2015, he has been an advisor of Victoria Educational
Organization (“Victoria”). Having seven kindergartens and one nursery school, Victoria is the leading provider in Hong Kong
of high quality education for over 3,500 children. Victoria was the first kindergarten to introduce English teachers into the classroom,
and to establish a collaborative, co-teaching environment with Chinese and English native speaking teachers working side by side. In
February 2016, Mr. Lee founded Causeway Bay CLC, which provides extracurricular activities for Victoria Kindergarten students, such as:
STEM (Science, Technology, Engineering and Mathematics) program, soccer and other outdoor/indoor activities. In May 2010 Mr. Lee co-founded
Soliton Holdings Limited, one of the first music streaming applications in Hong Kong and Macau. Prior to that, Mr. Lee co-founded and
was the Business Development Director of Aspect Gaming from May 2007 to December 2010. Aspect Gaming is a game developer that brings
offline games to online platform including lottery, casino and social gaming.) From October 2001 to February 2007 Mr. Lee served as an
Executive General Manager of Mocha Slot Group Limited, a member of Melco PBL Entertainment (Macau) Limited- a NASDAQ listed company.
Mocha Club is one largest non-casino based operations of electronic gaming machines in Macau. Prior to Mocha Club, Mr. Lee co-founded
Elixir Group Limited (listed in AMEX: EGT), which was established in 2002 as a gaming focused IT solution provider (including a slot
machine businesses). Elixir Group Limited operates in 32 countries and generated over 250 million Euros in 2017. Mr. Lee obtained his
Bachelor of Science in Computer Science Degree in 1991 and his Master of Science in Computer Science Degree in 1992 from Rensselaer Polytechnic
Institute.
Vera
Tan. Vera Tan has been our Chief Financial Officer and director since February 2019. Ms. Tan has over 18 years of experience
in deal origination, direct investments, banking, structured finance, asset management and law. Since 2018, Ms. Tan has been the Managing
Director of CMSC Capital Partners, a Hong Kong licensed asset management firm and the Founder and Managing Partner of VAM Advisory Limited,
a strategic and management consulting firm. From March 2015 to April 2018, Ms. Tan was the Head of Hong Kong Global Markets Debt Compliance
for Deutsche Bank AG, managing a total of eight different business lines across corporate treasury sales, FICC trading, institutional
sales, special situations, structured finance, distressed trading, treasury and pool. During the period of March 2011 to October 2014,
Ms. Tan co-founded and acted as Managing Director of Client Solutions at Sun Hung Kai Financial, a leading financial services institution
in Hong Kong. Ms. Tan’s department at Sun Hung Fai Financial was responsible for structured financing, private equity, co investment
and direct investment. From May 2010 to December 2010, Ms. Tan was Director of Fixed Income at Mizuho Asia Securities Limited. Ms. Tan
is responsible for creating the Third Party Group under Goldman Sachs Asia LLC Hong Kong Fixed Income, Currencies and Commodities Division.
During her time at Goldman Sachs, Ms. Tan was consecutively ranked as a first quartile performer at Goldman. In June 2000, Ms. Tan graduated
from University College London with a Bachelor of Law. Ms. Tan continued her studies in September 2000- June 2001 at the Inns of Court
School of Law in London and graduated with a Postgraduate Diploma in Professional Legal Skills.
Brian
Chan. Brian Chan has been a director of the Company since February 2019. Mr. Chan has over 23 years of experience handling litigations
for civil claims, intellectual property rights protection and enforcement. Since September 2007 to present, Mr. Chan has been a Senior
Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark Attorneys Association. From September 1995 to August
2007, he was a Consultant at Benny Kong & Peter Tang, Partner at Stevenson, Wong & Co., Solicitors, Associate at Stephenson Harwood
& Lo, and Associate at Baker & McKenzie. Additionally, Mr. Chan has acted as a Counsel to various Hong Kong and cross-border
mergers and acquisitions and commercial matters since August 1999. Mr. Chan is also a frequent speaker on legal issues for intellectual
property rights for the Hong Kong Productivity council, and acts as an Advisor to the Chief Brand Officer Association of Hong Kong (CBOHK).
Mr. Chan graduated with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England and Wales in
1993.
Eric
Lam. Eric Lam has been a director of the Company since February 2019. Since January 2007, he has been the Financial Controller
of Skyworth Digital Holdings Limited (“Skyworth”), which is one of the world’s top ten color TV brands, and is a leading
Chinese brand of the display industry in China. In September 2013, in addition to Financial Controller, Mr. Lam became the Company Secretary
of Skyworth. At Skyworth, Mr. Lam participated in multiple acquisitions, including the acquisition of Sinoprima Investments and Manufacturing
SA (PTY) Ltd, a home appliance brand in South Africa in 2014; Metz Consumer Electronics GmbH, a German TV company and Strong Media Group
Limited, an European set-top box company. Mr. Lam holds a Bachelor of Computing (Information System) and a Bachelor of Business (Accounting)
degree from Monash University of Australia.
Thomas
Ng. Thomas Ng has been our director since February 2019. Thomas Ng has 30 years of broad experience engaging in the fields of
Education, Media, Retailing Marketing and Finance. He is a pioneer of IT in education and he was the author of “Digital English
Lab”, one of the first series of digital books in Hong Kong. Since September 2018, he has been the Chief Executive Officer of e-chat,
an IPFS block chain social media focused company. From March 2017 to April 2018, Mr. Ng was the Chief Financial Officer of Duofu Holdings
Group Co. Limited. In February 2016, Mr. Ng founded Shang Finance Limited and was the Chief Executive Officer until February 2017. From
March 2015 to November 2015, Mr. Ng was the Chief Financial Officer of World Unionpay Group Shares Limited. In August 2003, Mr. Ng established
Fuji (Hong Kong) Co. Ltd. and was the Chief Executive Officer until December 2014, Mr. Ng obtained a Certificate of Education majoring
in English from the University of Hong Kong in 2000.
We
believe with their vast experience and complementary skillsets, our officers and directors are well qualified to serve as members of
our board.
Our
directors and officers will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating
and consummating our initial acquisition transaction. Except as described below and under “— Conflicts of Interest,”
none of these individuals is currently a principal of or affiliated with a public company or blank check company that executed a business
plan similar to our business plan. We believe that the skills and experience of these individuals, their collective access to acquisition
opportunities and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition
transaction, although we cannot assure you that they will, in fact, be able to do so.
Board
Committees
The
Board has a standing audit, nominating and compensation committee. The independent directors oversee director nominations. Each audit
committee and compensation committee has a charter.
Audit
Committee
The
Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent
accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes and
the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation,
qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal and
regulatory requirements; and the performance of the Company’s internal audit function and internal control over financial reporting.
The Audit Committee held one meeting during 2020.
The
members of the Audit Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing
standards. Eric Lam is the Chairperson of the audit committee. The Board has determined that both Eric Lam qualify as an “audit
committee financial expert,” as defined under the rules and regulations of the SEC.
Nominating
Committee
The
Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. Specifically, the
Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the
director nomination process and screens and recommends candidates for election to the Board. On an annual basis, the Nominating Committee
recommends for approval by the Board certain desired qualifications and characteristics for board membership. Additionally, the Nominating
Committee establishes and administers a periodic assessment procedure relating to the performance of the Board as a whole and its individual
members. The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background
and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating Committee may
require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to
time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The
nominating committee does not distinguish among nominees recommended by shareholders and other persons. The Compensation Committee held
one meeting during 2020.
The
members of the Nominating Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s
listing standards. Brian Chan is the Chairperson of the Nominating Committee.
Compensation
Committee
The
Compensation Committee reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation,
evaluates the officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation
level based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing
or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers
the Company’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any
of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of the Company
may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. The Company’s
executive officers do not play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has engaged
any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation. The
Compensation Committee held one meeting during 2020.
Notwithstanding
the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to
any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they
render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of
an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial business combination.
The
members of the Compensation Committee are Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s
listing standards. Thomas Ng is the Chairperson of the Compensation Committee.
Conflicts
of Interest
Investors
should be aware of the following potential conflicts of interest:
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●
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None
of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest
in allocating their time among various business activities.
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In
the course of their other business activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management
has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.
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●
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Our
officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business
activities similar to those intended to be conducted by our company.
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The
insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed
and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust
account with respect to any of their insider shares if we do not complete a business combination. In addition, our officers and directors
may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain activities on our
behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial
interests of our directors and executive officers may influence their motivation in identifying and selecting a target business,
completing a business combination in a timely manner and securing the release of their shares.
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Under
British Virgin Islands law, directors owe the following fiduciary duties:
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duty
to act in good faith in what the director believes to be in the best interests of the company as a whole;
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duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
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directors
should not properly fetter the exercise of future discretion;
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duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and
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duty
to exercise independent judgment.
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In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
which that director has.
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.
Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates
a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts
will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses
of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to
which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it
is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing
fiduciary obligations and any successors to such entities have declined to accept such opportunities.
In
order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors
has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such
time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,
any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual
obligations he might have.
The
following table summarizes the current pre-existing fiduciary or contractual obligations of our officers and directors.
Name
of Individual
|
|
Name
of Affiliated Company
|
|
Industry
of
Affiliated
Company
|
|
Affiliation
|
Gordon
Lee
|
|
Victoria
Educational Organization
|
|
Education
|
|
Advisor
|
|
|
Causeway
Bay CLC
|
|
Education
|
|
Founder
|
Vera
Tan
|
|
VAM
Advisory Limited
CMSC Partners Limited
|
|
Financial
Services
Financial Services
|
|
Founder
Director
|
Brian
Chan
|
|
Multi
Success Consultants Limited
|
|
Legal
and Consulting
|
|
Director
|
|
|
Chan,
Tang & Kwok Solicitors
|
|
Legal
and Consulting
|
|
Senior
Partner
|
Eric
Lam
|
|
Skyworth
Digital Holdings Limited
|
|
Consumer
Goods
|
|
Group
Financial Controller
|
In
connection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors,
have agreed to vote their respective insider shares and private shares in favor of any proposed business combination. In addition, they
have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired
by them prior to the IPO. If they purchased ordinary shares in the IPO or in the open market, however, they would be entitled to participate
in any liquidation distribution in respect of such shares but have agreed not to redeem such shares (or sell their shares in any tender
offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated memorandum
and articles of association relating to pre-business combination activity.
All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval
by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not
have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We
will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors
determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such
a transaction from unaffiliated third parties.
To
further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated
with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent investment banking
firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a
majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial
shareholders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or
other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business
combination.
Code
of Ethics
We
adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons
who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive
officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.
Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.
ITEM
11. EXECUTIVE COMPENSATION
Employment
Agreements
We
have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon
termination of employment.
Executive
Officers and Director Compensation
No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting
or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates,
prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,
which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who
is known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and
directors, and (iii) all of our officers and directors as a group as of March 5, 2021.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable
upon exercise of the warrants or conversion of rights, as the warrants are not exercisable within 60 days of March 5, 2021 and the rights
are not convertible within 60 days of March 5, 2021.
Name and Address of Beneficial Owner(1)
|
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Amount and
Nature of
Beneficial
Ownership of
Ordinary
Shares
|
|
|
Approximate
Percentage of
Outstanding
Ordinary
Shares
|
|
AGBA Holding Limited
|
|
|
1,261,000
|
|
|
|
23.62
|
%
|
Gordon Lee
|
|
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30,000
|
|
|
|
*
|
%
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Vera Tan
|
|
|
30,000
|
|
|
|
*
|
%
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Brian Chan
|
|
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18,000
|
|
|
|
*
|
%
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Eric Lam
|
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18,000
|
|
|
|
*
|
%
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Thomas Ng
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18,000
|
|
|
|
*
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%
|
All directors and executive officers as a group (5 individuals)
|
|
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1,375,000
|
|
|
|
25.76
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%
|
Basso SPAC Fund LLC(2)
|
|
|
376,972
|
|
|
|
7.06
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%
|
BASSO MANAGEMENT, LLC(2)
|
|
|
376,972
|
|
|
|
7.06
|
%
|
BASSO CAPITAL MANAGEMENT, L.P.(2)
|
|
|
376,972
|
|
|
|
7.06
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%
|
BASSO GP, LLC(2)
|
|
|
376,972
|
|
|
|
7.06
|
%
|
HOWARD I. FISCHER(2)
|
|
|
376,972
|
|
|
|
7.06
|
%
|
Hudson Bay Capital Management LP(3)
|
|
|
200,000
|
|
|
|
3.75
|
%
|
Sander Gerber(3)
|
|
|
200,000
|
|
|
|
3.75
|
%
|
Polar Asset Management Partners Inc.(4)
|
|
|
323,167
|
|
|
|
6.05
|
%
|
Periscope Capital Inc. (5)
|
|
|
360,000
|
|
|
|
6.74
|
%
|
Glazer Capital, LLC (6)
|
|
|
576,433
|
|
|
|
10.80
|
%
|
Paul J. Glazer (6)
|
|
|
576,433
|
|
|
|
10.80
|
%
|
Mizuho Financial Group, Inc.(7)
|
|
|
555,990
|
|
|
|
10.42
|
%
|
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals is c/o AGBA Acquisition Limited, Room 1108, 11th Floor, Block B,
New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong.
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|
(2)
|
Based
on a Schedule 13G filed by the reporting persons. The address for the reporting persons is 1266 East Main Street, Fourth Floor, Stamford,
Connecticut 06902. Basso Management, LLC (“Basso Management”) is the manager of Basso SPAC Fund LLC (“Basso SPAC”).
Basso Capital Management, L.P. (“BCM”) serves as the investment manager of Basso SPAC. Basso GP, LLC (Basso GP”) is
the general partner of BCM. Howard I. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding
partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Howard
I. Fischer may be deemed to indirectly beneficially own the Shares reported herein.
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|
(3)
|
Based
on a Schedule 13G filed by the reporting persons. The address for the reporting persons is 777 Third Avenue, 30th Floor, New York, NY
10017. Hudson Bay Capital Management LP (the “Investment Manager”) serves as the investment manager to Hudson Bay Master
Fund Ltd. Tech Opportunities LLC, in whose name the securities reported herein are held, is controlled by Hudson Bay Master Fund Ltd.
As such, the Investment Manager may be deemed to be the beneficial owner of all securities held by Tech Opportunities LLC. Sander Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims
beneficial ownership of these securities.
|
|
(4)
|
Based
on a Schedule 13G filed by the reporting person. The reporting person has a business address of 401 Bay Street, Suite 1900, PO Box 19,
Toronto, Ontario M5H 2Y4, Canada.
|
|
(5)
|
Based
on a Schedule 13G filed by the reporting person. The address for the reporting persons is 333 Bay Street, Suite 1240, Toronto, Ontario,
Canada M5H 2R2. Periscope Capital Inc. (“Periscope”) acts as investment manager of, and exercises investment discretion with
respect to, certain private investment funds (each, a “Periscope Fund”).
|
|
(6)
|
Based
on a Schedule 13G filed by the reporting person. The address for the reporting persons is 250 West 55th Street, Suite 30A, New York,
New York 10019. Mr. Paul J. Glazer who serves as the Managing Member of Glazer Capital, LLC (“Glazer Capital”), with respect
to the shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager.
|
|
(7)
|
Based
on a Schedule 13G filed by the reporting person. The address for the reporting persons is 1–5–5, Otemachi, Chiyoda–ku,
Tokyo 100–8176, Japan.
|
All
of the insider shares issued and outstanding prior to the IPO were placed in escrow with Continental, as escrow agent, until (1) with
respect to 50% of the insider shares, the earlier of one year after the date of the consummation of our initial business combination
and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share
capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our
initial business combination and (2) with respect to the remaining 50% of the insider shares, one year after the date of the consummation
of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a
liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange
their shares for cash, securities or other property.
During
the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers to our
officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation), (ii)
to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant
to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of our securities,
(vi) by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the
shares were originally purchased or (vii) to us for no value for cancellation in connection with the consummation of our initial business
combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain
all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right to receive
cash dividends, if declared. If dividends are declared and payable in ordinary shares, such dividends will also be placed in escrow.
If we are unable to effect a business combination and liquidate the trust account, none of our initial shareholders will receive any
portion of the liquidation proceeds with respect to their insider shares.
In
order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated
to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would
be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest,
or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into
private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary
shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of
notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of such
notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we
do not complete a business combination, the loans will not be repaid.
Our
Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the Federal
securities laws.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In
October 2018, the Company’s Chief Executive Officer, Gordon Lee, subscribed for an aggregate of 1,000 of ordinary shares for an
aggregate purchase price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000
Ordinary Shares to our Sponsor for an aggregate purchase price of $25,000 in cash.
Simultaneously
with the closing of the IPO, the Company consummated the private placement with certain of its initial shareholders of 225,000 units
at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.
In
order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors and their
respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our
initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon
consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders
being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to
purchase 25,000 ordinary shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the units and
underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation
of our initial business combination. If we do not complete a business combination, the loans would be repaid out of funds not held in
the trust account, and only to the extent available.
The
holders of our insider shares issued and outstanding prior to the date of the IPO, as well as the holders of the private units (and all
underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to us, will be entitled to registration rights pursuant to offering registration rights agreement. The
holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the
majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date
on which these ordinary shares are to be released from escrow. The holders of a majority of the private units or securities issued in
payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business
combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any
such registration statements.
We
will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit
on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would
not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements
and payments made to any initial shareholder or member of our management team, or our or their respective affiliates, and any reimbursements
and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director
abstaining from such review and approval.
The
Sponsor has paid the expenses incurred by the Company an aggregate of $790,122 on a non-interest bearing basis as of December 31, 2020.
As of December 31, 2020 and 2019, the Company owed a balance of $790,122 and $543,193, respectively, to our Sponsor.
The
Company is obligated to pay our Sponsor a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms
of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that
the Company lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business
combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of
our initial business combination.
All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any
compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have
any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”
directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
Related
Party Policy
Our
Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts
of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined
as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or
any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater
than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has
or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial
owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult
to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family,
receives improper personal benefits as a result of his or her position.
We
also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that
elicits information about related party transactions.
Our
audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions
will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent
legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect
to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete
a directors’ and officers’ questionnaire that elicits information about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated
with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers,
directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.
Director
Independence
Nasdaq
listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent
directors and that a majority of our board of directors be independent. For a description of the director independence, see above Part
III, Item 10 - Directors, Executive Officers and Corporate Governance.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following is a summary of fees paid to Marcum LLP and fees paid or to be paid to Friedman LLP, for services rendered.
Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by the chosen registered public accounting firm in connection with regulatory filings. The aggregate
fees billed by Marcum LLP for professional services rendered for the audit of our 2019 annual financial statements, review of the financial
information included in our Forms 10-Q and other required filings with the SEC for the periods of March 31, 2020 and June 30, 2020 totaled
approximately $29,870. The aggregate fees billed by Friedman LLP for professional services rendered for the audit of our 2020 annual
financial statements, review of the financial information included in our Forms 10-Q and other required filings with the SEC for the
period of September 30, 2020 totaled approximately $38,500. The above amounts include interim procedures and audit fees, as well as attendance
at audit committee meetings.
Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We
did not pay Marcum LLP or Friedman LLP for consultations concerning financial accounting and reporting standards during the year ended
December 31, 2020 and 2019.
Tax
Fees. We did not pay Marcum LLP or Friedman LLP for tax planning and tax advice for the year ended December 31, 2020 and 2019.
All
Other Fees. We did not pay Marcum LLP or Friedman LLP for other services for the year ended December 31, 2020 and 2019.
Pre-Approval
of Services
Our
audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing
services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since
the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of
the audit).
NOTES
TO FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(Restated)
NOTE
1 – ORGANIZATION AND BUSINESS BACKGROUND
AGBA
Acquisition Limited (“AGBA” and the “Company”) is a newly organized blank check company incorporated on October
8, 2018, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other
similar business combination with one or more businesses or entities (an “initial business combination”). Although the Company
is not limited to a particular geographic region, the Company intends to focus on operating businesses in the healthcare, education,
entertainment and financial services sectors that have their principal operations in China.
AGBA
Merger Sub I Limited (“AMSI”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island
for the purpose of effecting the Business Combination. AMSI is wholly owned by AGBA.
AGBA
Merger Sub II Limited (“AMSII”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island
for the purpose of effecting the Business Combination. AMSII is wholly owned by AGBA.
Basis
of Presentation
The
Company’s entire activity from inception up to December 31, 2020 was in preparation for the initial public offering. Since the
initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company
has selected December 31 as its fiscal year end and tax year end.
The
accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations
of the U.S. Securities and Exchange Commission (the “SEC”).
Financing
The
registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 4) was
declared effective by the United States Securities and Exchange Commission (“SEC”) on May 13, 2019. The Company consummated
the Public Offering on May 16, 2019 of 4,600,000 units at $10.00 per unit (the “Public Units’) and sold to the Sponsor to
purchase 225,000 units at $10 per unit. The Company received net proceeds of $46,716,219. The Company incurred $3,373,781 in initial
public offering related costs, including $2,990,000 of underwriting fees and $383,781 of initial public offering costs.
Trust
Account
Upon
the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”)
with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United
States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial
Business Combination and (ii) the Company’s failure to consummate a Business Combination within 21 months from the closing of the
Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although
the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements
with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons
will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting
due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the
Trust Account balance may be released to the Company to pay the Company’s tax obligations.
Business
Combination
Pursuant
to Nasdaq listing rules, the Company’s Initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees
and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution
of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or
more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed
on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire
100% of the equity interests or assets of the target business or businesses.
The
Company may, however, structure a business combination where the Company merges directly with the target business or where the Company
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% test.
As
set forth in the memorandum of association, the objects for which are established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other
law of the British Virgin Islands.
The
Company’s amended and restated memorandum and articles of association contains provisions designed to provide certain rights and
protections to its ordinary shareholders prior to the consummation of the initial business combination. These provisions cannot be amended
without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding
ordinary shares attending and voting on such amendment. The Company’s initial shareholders, who will beneficially own 20.0% of
ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any
vote to amend the amended and restated memorandum and articles of association and will have the discretion to vote in any manner they
choose. Prior to the initial business combination, if the Company seek to amend any provisions of the amended and restated memorandum
and articles of association relating to shareholders’ rights or pre-business combination activity, the Company will provide dissenting
public shareholders with the opportunity to redeem their public shares in connection with any such vote on any proposed amendments to
the amended and restated memorandum and articles of association. The Company and the directors and officers have agreed not to propose
any amendment to the amended and restated memorandum and articles of association that would affect the substance and timing of the Company’s
obligation to redeem the public shares if the Company are unable to consummate the initial business combination within 12 months (or
21 months, as applicable) from the closing of this offering. The Company’s initial shareholders have agreed to waive any redemption
rights with respect to any insider shares and any public shares they may hold in connection with any vote to amend the amended and restated
memorandum and articles of association prior to its initial business combination.
The
Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders
may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes
then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer
for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but
not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” The Company will proceed with a Business Combination only if it will have net tangible assets of
at least $5,000,001 upon consummation of the Business Combination and, solely if shareholder approval is sought, a majority of the outstanding
ordinary shares of the Company voted are voted in favor of the Business Combination.
In
connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders will agree (i) to vote any
of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the
Company (the “Initial Shares”), common shares included in the Private Units sold in the Private Placement, and any common
shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public
Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the
Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.
On
November 3, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”), which
provides for a Business Combination between AGBA and TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned
subsidiaries – OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG
International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub)”, and OnePlatform International Limited (“HKSub”).
OPH through its wholly-owned subsidiaries, is engaged in business-to-business (or B2B) services, while Fintech through its wholly-owned
subsidiaries, is engaged in the financial technology or fintech business. B2BSub is a wholly-owned subsidiary of B2B, and HKSub is a
wholly owned subsidiary of B2BSub. In the Business Combination Agreement, B2B, B2BSub, HKSub, OPH, Fintech, together with their respective
subsidiaries are referred to as the “Group Parties”. Pursuant to the Business Combination Agreement, OPH will first become
a subsidiary of B2B through a merger with HKSub, with OPH as the surviving entity (the “OPH Merger”). Subsequently, (i) a
to-be-formed, wholly-owned subsidiary of AGBA (“Merger Sub I”) will merge with and into B2B; and another to-be-formed, wholly-owned
subsidiary of AGBA (“Merger Sub II”) will merge with and into Fintech (together with (i), the “Acquisition Merger”).
In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary shares with a deemed price per share US$10.00 (“Aggregate
Stock Consideration”) as directed by TAG, in its capacity as sole shareholder of B2B and Fintech.
At
the closing of the Acquisition Merger, AGBA will deliver to such persons as directed by TAG, in its capacity as the sole shareholder
of B2B and Fintech, subject to compliance with applicable law, the Aggregate Stock Consideration less three percent (3%) of the Aggregate
Stock Consideration (the “Holdback Shares”). Subject to the provisions of the Business Combination Agreement, AGBA will release
the Holdback Shares at the end of six (6) months following the closing of the Acquisition Merger, which may be extended for an additional
three-month period (the “Survival Period”), provided that the AGBA will be entitled to retain some or all of the Holdback
Shares to satisfy certain indemnification claims during the Survival Period.
Liquidation
and going concern
The
Company initially had 12 months from the consummation of this offering to consummate the initial business combination. If the Company
does not complete a business combination within 12 months from the consummation of the Public Offering, the Company will trigger an automatic
winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As
a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies
Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.
However, the Company may extend the period of time to consummate a business combination eight times (including three times approved by
shareholders on February 5, 2021 and two times by shareholders on November 2, 2021 by an additional three months each time (for a total
of up to 36 months to complete a Business Combination). As of the date of this report, the Company has extended seven times the period
of time to consummate a business combination until February 16, 2022. Pursuant to the terms of the current amended and restated memorandum
and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order
to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates
or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $0.15 per public share,
on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal
to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless
there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s
initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional
private units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion
of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial
business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable
deadline of their intent to effect an extension, the Company intend to issue a press release announcing such intention at least three
days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline
announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not
obligated to fund the trust account to extend the time for the Company to complete our initial business combination. To the extent that
some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination,
such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s
initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter,
redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including
a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate
and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire
and will be worthless.
Accordingly,
the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required
to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending
the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will
be available to it on commercially acceptable terms, if ata ll. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE
2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement
regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”
(the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes
to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained
in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting
treatment of the 225,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with
the closing of the Initial Public Offering (the “Private Warrants”). The Company previously accounted for the Private Warrants
as components of equity.
In
further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging —
Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the warrant agreement related
to certain transfer provisions precludes the Private Warrants from being accounted for as components of equity. As the Private Warrants
meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities on
the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in
accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period
of change.
In addition, in preparation of the Company’s financial statements
as of and for the years ended December 31, 2020 and 2019, the Company concluded it should restate its financial statements to classify
all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable
equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum
redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause
its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying
shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed
financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption
value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares
of ordinary shares resulted in charges against accumulated deficit.
The
following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:
Adjustment #1 refer to reclassification of public
warrants from warrant liabilities to equity component.
Adjustment #2 refer to reclassification of all
public shares to temporary equity.
|
|
As
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments #1
|
|
|
Adjustments #2
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of May 16, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
-
|
|
|
$
|
550,000
|
|
|
$
|
-
|
|
|
$
|
550,000
|
|
Deferred Underwriting Compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,451,012
|
|
|
|
550,000
|
|
|
|
814,052
|
|
|
|
2,815,064
|
|
Ordinary shares subject to possible redemption
|
|
|
40,702,622
|
|
|
|
(550,000
|
)
|
|
|
5,847,378
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
5,975
|
|
|
|
(4,015
|
)
|
|
|
(585
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
5,006,775
|
|
|
|
4,015
|
|
|
|
(5,010,790
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
|
(12,749
|
)
|
|
|
-
|
|
|
|
(1,650,055
|
)
|
|
|
(1,662,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
530,000
|
|
|
|
-
|
|
|
|
530,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,494,878
|
|
|
|
530,000
|
|
|
|
814,052
|
|
|
|
2,838,930
|
|
Ordinary shares subject to possible redemption
|
|
|
40,749,738
|
|
|
|
(530,000
|
)
|
|
|
5,780,262
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
1,914
|
|
|
|
53
|
|
|
|
(592
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,963,720
|
|
|
|
(20,053
|
)
|
|
|
(4,943,667
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
(127,819
|
)
|
|
|
20,000
|
|
|
|
(1,650,055
|
)
|
|
|
(1,757,874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
510,000
|
|
|
|
-
|
|
|
|
510,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,543,756
|
|
|
|
510,000
|
|
|
|
814,052
|
|
|
|
2,867,808
|
|
Ordinary shares subject to possible redemption
|
|
|
40,874,479
|
|
|
|
(510,000
|
)
|
|
|
5,635,521
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
1,925
|
|
|
|
50
|
|
|
|
(600
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,838,968
|
|
|
|
(40,050
|
)
|
|
|
(4,798,918
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
(264,436
|
)
|
|
|
40,000
|
|
|
|
(1,650,055
|
)
|
|
|
(1,874,491
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
520,000
|
|
|
|
-
|
|
|
|
520,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,580,896
|
|
|
|
520,000
|
|
|
|
814,052
|
|
|
|
2,914,948
|
|
Ordinary shares subject to possible redemption
|
|
|
40,978,430
|
|
|
|
(520,000
|
)
|
|
|
5,541,570
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
1,930
|
|
|
|
52
|
|
|
|
(607
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,735,012
|
|
|
|
(30,052
|
)
|
|
|
(4,704,960
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
$
|
164,956
|
|
|
$
|
30,000
|
|
|
$
|
(1,650,055
|
)
|
|
$
|
(1,455,099
|
)
|
|
|
As
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments #1
|
|
|
Adjustments #2
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
-
|
|
|
$
|
480,000
|
|
|
$
|
-
|
|
|
$
|
480,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,621,611
|
|
|
|
480,000
|
|
|
|
814,052
|
|
|
|
2,915,663
|
|
Ordinary shares subject to possible redemption
|
|
|
41,080,277
|
|
|
|
(480,000
|
)
|
|
|
5,399,723
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
1,941
|
|
|
|
47
|
|
|
|
(613
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
(4,633,154
|
)
|
|
|
(70,047
|
)
|
|
|
(4,563,107
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
32,185
|
|
|
|
70,000
|
|
|
|
(1,650,055
|
)
|
|
|
(1,547,870
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
430,000
|
|
|
|
-
|
|
|
|
430,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
1,711,966
|
|
|
|
430,000
|
|
|
|
814,052
|
|
|
|
2,956,018
|
|
Ordinary shares subject to possible redemption
|
|
|
41,008,207
|
|
|
|
(430,000
|
)
|
|
|
5,421,793
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
1,988
|
|
|
|
41
|
|
|
|
(654
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,705,177
|
|
|
|
(120,041
|
)
|
|
|
(4,585,136
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
292,836
|
|
|
|
120,000
|
|
|
|
(1,650,055
|
)
|
|
|
(1,237,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
400,000
|
|
|
|
-
|
|
|
|
400,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
2,205,871
|
|
|
|
400,000
|
|
|
|
814,052
|
|
|
|
3,419,923
|
|
Ordinary shares subject to possible redemption
|
|
|
40,931,736
|
|
|
|
(400,000
|
)
|
|
|
5,468,264
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
2,034
|
|
|
|
39
|
|
|
|
(698
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,781,602
|
|
|
|
(150,039
|
)
|
|
|
(4,631,563
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
206,149
|
|
|
|
150,000
|
|
|
|
(1,650,055
|
)
|
|
|
(1,293,906
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
-
|
|
|
|
390,000
|
|
|
|
-
|
|
|
|
390,000
|
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
Total liabilities
|
|
|
3,230,972
|
|
|
|
390,000
|
|
|
|
814,052
|
|
|
|
4,435,024
|
|
Ordinary shares subject to possible redemption
|
|
|
40,723,074
|
|
|
|
(390,000
|
)
|
|
|
5,666,926
|
|
|
|
46,000,000
|
|
Ordinary shares
|
|
|
2,093
|
|
|
|
37
|
|
|
|
(755
|
)
|
|
|
1,375
|
|
Additional paid-in capital
|
|
|
4,990,205
|
|
|
|
(160,037
|
)
|
|
|
(4,830,168
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
$
|
(2,470
|
)
|
|
$
|
160,000
|
|
|
$
|
(1,650,055
|
)
|
|
$
|
(1,492,525
|
)
|
|
|
As
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments #1
|
|
|
Adjustments #2
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
$
|
-
|
|
|
$
|
20,000
|
|
|
$
|
-
|
|
|
$
|
20,000
|
|
Net (loss) income
|
|
|
(115,288
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(95,288
|
)
|
Basic and diluted weighted average shares outstanding, ordinary stock subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
2,274,725
|
|
|
|
2,274,725
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.50
|
|
|
|
0.50
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
1,447,398
|
|
|
|
103,022
|
|
|
|
(364,980
|
)
|
|
|
1,185,440
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.08
|
)
|
|
|
0.02
|
|
|
|
(0.93
|
)
|
|
|
(0.99
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the six months ended June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
20,000
|
|
Net income (loss)
|
|
|
(125,303
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(105,303
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
1,137,363
|
|
|
|
1,137,363
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
1.17
|
|
|
|
1.17
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
934,798
|
|
|
|
416,518
|
|
|
|
(555,503
|
)
|
|
|
796,313
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.13
|
)
|
|
|
0.05
|
|
|
|
(1.98
|
)
|
|
|
(1.81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
20,000
|
|
Net (loss) income
|
|
|
(136,617
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(116,617
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net loss per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,914,343
|
|
|
|
52,814
|
|
|
|
(592,157
|
)
|
|
|
1,375,000
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.07
|
)
|
|
|
0.01
|
|
|
|
0.063
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the nine months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
40,000
|
|
|
|
|
|
|
|
40,000
|
|
Net (loss) income
|
|
|
(261,920
|
)
|
|
|
40,000
|
|
|
|
|
|
|
|
(221,920
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
2,300,000
|
|
|
|
2,300,000
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.38
|
|
|
|
0.38
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,264,901
|
|
|
|
293,951
|
|
|
|
(568,235
|
)
|
|
|
990,617
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.21
|
)
|
|
|
0.07
|
|
|
|
(0.96
|
)
|
|
|
(1.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
Net income
|
|
|
167,472
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
197,472
|
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
2,878,142
|
|
|
|
2,878,142
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.37
|
|
|
|
0.37
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,913,762
|
|
|
|
(249,922
|
)
|
|
|
(576,602
|
)
|
|
|
1,087,238
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.14
|
)
|
|
|
(0.01
|
)
|
|
|
(0.66
|
)
|
|
|
(0.81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Net (loss) income
|
|
|
(132,771
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(92,771
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net loss per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.02
|
)
|
|
|
(0.02
|
)
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,930,264
|
|
|
|
51,326
|
|
|
|
(606,590
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.07
|
)
|
|
|
0.02
|
|
|
|
0.03
|
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
Net income
|
|
|
260,651
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
310,651
|
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.05
|
|
|
|
0.05
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,919,201
|
|
|
|
68,464
|
|
|
|
(612,665
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.02
|
)
|
|
|
0.03
|
|
|
|
0.04
|
|
|
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
90,000
|
|
Net income
|
|
|
127,880
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
217,880
|
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.04
|
|
|
|
0.04
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,924,732
|
|
|
|
59,896
|
|
|
|
(609,628
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.09
|
)
|
|
|
0.06
|
|
|
|
0.07
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
Net (loss) income
|
|
|
(86,687
|
)
|
|
|
30,000
|
|
|
|
-
|
|
|
|
(56,687
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net loss per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,987,522
|
|
|
|
41,812
|
|
|
|
(654,334
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.04
|
)
|
|
|
0.01
|
|
|
|
0.02
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the nine months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
120,000
|
|
|
|
-
|
|
|
|
120,000
|
|
Net income
|
|
|
41,193
|
|
|
|
120,000
|
|
|
|
-
|
|
|
|
161,193
|
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.03
|
|
|
|
0.03
|
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
1,949,489
|
|
|
|
50,150
|
|
|
|
(624,639
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
|
(0.13
|
)
|
|
|
0.07
|
|
|
|
0.09
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the year ended December 31, 2020 (restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
130,000
|
|
|
|
-
|
|
|
|
130,000
|
|
Net (loss) income
|
|
|
(167,426
|
)
|
|
|
130,000
|
|
|
|
-
|
|
|
|
(37,426
|
)
|
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption
|
|
|
|
|
|
|
-
|
|
|
|
4,600,000
|
|
|
|
4,600,000
|
|
Basic and diluted net loss per share, ordinary share subject to possible redemption
|
|
|
|
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
(0.01
|
)
|
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares
|
|
|
2,092,586
|
|
|
|
(74,586
|
)
|
|
|
(643,000
|
)
|
|
|
1,375,000
|
|
Basic and diluted net (loss) income per share, non-redeemable ordinary shares
|
|
$
|
(0.22
|
)
|
|
$
|
0.06
|
|
|
$
|
0.15
|
|
|
$
|
(0.01
|
)
|
|
|
As
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments #1
|
|
|
Adjustments #2
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the six months ended June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
$
|
-
|
|
|
$
|
20,000
|
|
|
$
|
-
|
|
|
$
|
20,000
|
|
Net income (loss)
|
|
|
(125,303
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(105,303
|
)
|
Initial classification of shares subject to conversion
|
|
|
40,702,622
|
|
|
|
-
|
|
|
|
5,274,390
|
|
|
|
45,977,012
|
|
Change in value of shares subject to conversion
|
|
|
47,116
|
|
|
|
-
|
|
|
|
(47,116
|
)
|
|
|
-
|
|
Allocation of offering costs to common stock subject to redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,395,083
|
)
|
|
|
(3,395,083
|
)
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the nine months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Net (loss) income
|
|
|
(261,920
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(221,920
|
)
|
Initial classification of shares subject to conversion
|
|
|
40,702,622
|
|
|
|
-
|
|
|
|
5,274,390
|
|
|
|
45,977,012
|
|
Change in value of shares subject to conversion
|
|
|
171,857
|
|
|
|
-
|
|
|
|
(171,857
|
)
|
|
|
-
|
|
Allocation of offering costs to common stock subject to redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,395,083
|
)
|
|
|
(3,395,083
|
)
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
30,000
|
|
Net income
|
|
|
167,472
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
197,472
|
|
Initial classification of shares subject to conversion
|
|
|
40,702,622
|
|
|
|
-
|
|
|
|
5,274,390
|
|
|
|
45,977,012
|
|
Change in value of shares subject to conversion
|
|
|
275,808
|
|
|
|
-
|
|
|
|
(275,808
|
)
|
|
|
-
|
|
Allocation of offering costs to common stock subject to redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,395,083
|
)
|
|
|
(3,395,083
|
)
|
Deferred underwriting compensation
|
|
|
1,025,948
|
|
|
|
-
|
|
|
|
814,052
|
|
|
|
1,840,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
40,000
|
|
Net (loss) income
|
|
|
(132,771
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(92,771
|
)
|
Change in value of shares subject to conversion
|
|
|
101,857
|
|
|
|
-
|
|
|
|
(101,857
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the six months ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
90,000
|
|
Net income
|
|
|
127,880
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
217,880
|
|
Change in value of shares subject to conversion
|
|
|
29,777
|
|
|
|
-
|
|
|
|
(29,777
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the nine months ended September 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
120,000
|
|
|
|
-
|
|
|
|
120,000
|
|
Net income
|
|
|
41,193
|
|
|
|
120,000
|
|
|
|
|
|
|
|
161,193
|
|
Change in value of shares subject to conversion
|
|
|
(46,694
|
)
|
|
|
-
|
|
|
|
46,694
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
|
130,000
|
|
|
|
-
|
|
|
|
130,000
|
|
Net (loss) income
|
|
|
(167,426
|
)
|
|
|
130,000
|
|
|
|
-
|
|
|
|
(37,426
|
)
|
Change in value of shares subject to conversion
|
|
|
255,356
|
|
|
|
-
|
|
|
|
(255,356
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the three months ended June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(4,060,657
|
)
|
|
|
-
|
|
|
|
(539,343
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(4,061
|
)
|
|
|
-
|
|
|
|
(539
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(40,745,677
|
)
|
|
|
-
|
|
|
|
(5,226,735
|
)
|
|
|
(45,972,412
|
)
|
Initial classification of shares subject to conversion – total shareholder’s deficit
|
|
|
(40,749,738
|
)
|
|
|
-
|
|
|
|
(5,226,734
|
)
|
|
|
(45,977,012
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
3,372,095
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
(1,745,028
|
)
|
|
|
-
|
|
|
|
(1,745,028
|
|
|
|
(1,745,028
|
)
|
Net income (loss) – accumulated deficit
|
|
|
(115,288
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(95,288
|
)
|
Net income (loss) – total shareholder’s deficit
|
|
|
(115,288
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(95,288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the six months ended June 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(4,060,657
|
)
|
|
|
-
|
|
|
|
(539,343
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(4,061
|
)
|
|
|
-
|
|
|
|
(539
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(40,745,677
|
)
|
|
|
-
|
|
|
|
(5,226,735
|
)
|
|
|
(45,972,412
|
)
|
Initial classification of shares subject to conversion – total stockholder’s deficit
|
|
|
(40,749,738
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(45,977,012
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
3,372,095
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
(1,745,028
|
)
|
|
|
-
|
|
|
|
(1,745,028
|
|
|
|
(1,745,028
|
)
|
Net income (loss) – accumulated deficit
|
|
|
(125,303
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(105,303
|
)
|
Net income (loss) – total shareholder’s deficit
|
|
|
(125,303
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(105,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the three months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – ordinary shares – no. of shares
|
|
|
103,910
|
|
|
|
-
|
|
|
|
(103,910
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
104
|
|
|
|
-
|
|
|
|
(104
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
46,590
|
|
|
|
-
|
|
|
|
(46,590
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s equity (deficit)
|
|
|
46,694
|
|
|
|
-
|
|
|
|
(46,694
|
)
|
|
|
-
|
|
Net income (loss) – accumulated deficit
|
|
|
(136,617
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(116,617
|
)
|
Net income (loss) – total stockholder’s deficit
|
|
|
(136,617
|
)
|
|
|
20,000
|
|
|
|
-
|
|
|
|
(116,617
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the nine months ended September 30, 2019 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(4,050,156
|
)
|
|
|
-
|
|
|
|
(5849,844
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(4,050
|
)
|
|
|
-
|
|
|
|
(550
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(40,870,429
|
)
|
|
|
-
|
|
|
|
(5,101,983
|
)
|
|
|
(45,972,412
|
)
|
Initial classification of shares subject to conversion – total stockholder’s deficit
|
|
|
(40,874,479
|
)
|
|
|
-
|
|
|
|
(5,097,933
|
)
|
|
|
(45,977,012
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
3,372,095
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
(1,745,028
|
)
|
|
|
-
|
|
|
|
(1,745,028
|
)
|
|
|
(1,745,028
|
)
|
Net income (loss) – accumulated deficit
|
|
|
(261,920
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(221,920
|
)
|
Net income (loss) – total shareholder’s deficit
|
|
|
(261,920
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(221,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(4,044,736
|
)
|
|
|
-
|
|
|
|
(555,264
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(4,045
|
)
|
|
|
-
|
|
|
|
(555
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(40,974,385
|
)
|
|
|
-
|
|
|
|
(4,998,027
|
)
|
|
|
(45,972,412
|
)
|
Initial classification of shares subject to conversion – total shareholder’s deficit
|
|
|
(40,978,430
|
)
|
|
|
-
|
|
|
|
(4,998,582
|
)
|
|
|
(45,977,012
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
3,372,095
|
|
|
|
-
|
|
|
|
3,372,095
|
|
|
|
3,372,095
|
|
Accretion of carrying value to redemption value
|
|
|
(1,745,028
|
)
|
|
|
-
|
|
|
|
(1,745,028
|
)
|
|
|
(1,745,028
|
)
|
Net income (loss) – accumulated deficit
|
|
|
167,472
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
197,472
|
|
Net income (loss) – total shareholder’s deficit
|
|
|
167,472
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
197,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the three months ended March 31, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – ordinary shares – no. of shares
|
|
|
10,261
|
|
|
|
-
|
|
|
|
(10,261
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
11
|
|
|
|
-
|
|
|
|
(11
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
(101,858
|
)
|
|
|
-
|
|
|
|
101,858
|
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s deficit
|
|
|
(101,847
|
)
|
|
|
|
|
|
|
101,847
|
|
|
|
-
|
|
Net income (loss) – accumulated deficit
|
|
|
(132,771
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(92,771
|
)
|
Net income (loss) – total shareholder’s deficit
|
|
|
(132,771
|
)
|
|
|
40,000
|
|
|
|
-
|
|
|
|
(92,771
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the three months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – Ordinary shares – no. of shares
|
|
|
46,997
|
|
|
|
-
|
|
|
|
(46,997
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
47
|
|
|
|
-
|
|
|
|
(47
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
72,023
|
|
|
|
-
|
|
|
|
(72,023
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total stockholder’s deficit
|
|
|
72,070
|
|
|
|
-
|
|
|
|
(72,070
|
)
|
|
|
-
|
|
Net income (loss) – retained earnings
|
|
|
260,651
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
310,651
|
|
Net income (loss) – total shareholder’s equity
|
|
|
260,651
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
310,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the six months ended June 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – ordinary shares – no. of shares
|
|
|
57,258
|
|
|
|
-
|
|
|
|
(57,258
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
58
|
|
|
|
-
|
|
|
|
(58
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
(29,835
|
)
|
|
|
-
|
|
|
|
(29,835
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s deficit
|
|
|
(29,777
|
)
|
|
|
-
|
|
|
|
(29,777
|
)
|
|
|
-
|
|
Net income (loss) – Retained earnings
|
|
|
127,880
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
217,880
|
|
Net income (loss) – total shareholder’s equity
|
|
|
127,880
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
217,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the three months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – ordinary shares – no. of shares
|
|
|
46,652
|
|
|
|
-
|
|
|
|
(46,652
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
46
|
|
|
|
-
|
|
|
|
(46
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
76,425
|
|
|
|
-
|
|
|
|
(76,425
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s equity
|
|
|
76,471
|
|
|
|
-
|
|
|
|
(76,471
|
)
|
|
|
-
|
|
Net income (loss) – accumulated deficit
|
|
|
(86,687
|
)
|
|
|
30,000
|
|
|
|
-
|
|
|
|
(56,687
|
)
|
Net income (loss) – Total shareholder’s deficit
|
|
|
(86,687
|
)
|
|
|
30,000
|
|
|
|
-
|
|
|
|
(56,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the six months ended September 30, 2020 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – Ordinary shares – no. of shares
|
|
|
103,910
|
|
|
|
-
|
|
|
|
(103,910
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – Ordinary shares – amount
|
|
|
104
|
|
|
|
-
|
|
|
|
(104
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– Additional paid-in capital
|
|
|
46,590
|
|
|
|
-
|
|
|
|
(46,590
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s equity
|
|
|
46,694
|
|
|
|
-
|
|
|
|
(46,694
|
)
|
|
|
-
|
|
Net income (loss) – retained earnings
|
|
|
41,193
|
|
|
|
120,000
|
|
|
|
-
|
|
|
|
161,193
|
|
Net income (loss) – total shareholder’s equity
|
|
|
41,193
|
|
|
|
120,000
|
|
|
|
-
|
|
|
|
161,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in shareholders’ deficit for the year ended December 31, 2020 (restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption – ordinary shares – no. of shares
|
|
|
162,322
|
|
|
|
-
|
|
|
|
(162,322
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – ordinary shares – amount
|
|
|
163
|
|
|
|
-
|
|
|
|
(163
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption– additional paid-in capital
|
|
|
255,193
|
|
|
|
-
|
|
|
|
(255,193
|
)
|
|
|
-
|
|
Ordinary shares subject to possible redemption – total shareholder’s equity
|
|
|
255,356
|
|
|
|
-
|
|
|
|
(255,356
|
)
|
|
|
-
|
|
Net income (loss) – accumulated deficit
|
|
|
(167,426
|
)
|
|
|
130,000
|
|
|
|
-
|
|
|
|
(37,426
|
)
|
Net income (loss) – total shareholder’s deficit
|
|
$
|
(167,426
|
)
|
|
$
|
130,000
|
|
|
$
|
-
|
|
|
$
|
(37,426
|
)
|
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
●
|
Emerging
growth company
|
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
●
|
Cash
and cash equivalents
|
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2020 or 2019.
●
|
Cash
and investments held in trust account
|
At
December 31, 2020 and 2019, the assets held in the Trust Account are held in cash and US Treasury securities.
The
Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified
in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses
for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess
whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if
they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost
basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification
method and are reported in other income (expense), net in the statements of operations and comprehensive ((loss) income.
The
Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Private Warrants
do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants
as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is 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 Private Warrants are valued using a Black Scholes model.
●
|
Ordinary
shares subject to possible redemption
|
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing
Liabilities from Equity. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including 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, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, at and December 31, 2020 and 2019, 4,600,000 and 4,600,000 ordinary shares subject to possible
redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
balance sheet.
●
|
Fair
value of financial instruments
|
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily
due to their short-term nature.
The
fair value hierarchy is categorized into three levels based on the inputs as follows:
Level
1 —
|
Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has
the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are
based on quoted prices that are readily and regularly available in an active market, valuation of these securities
does not entail a significant degree of judgment.
|
Level
2 —
|
Valuations
based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are
derived principally from or corroborated by market through correlation or other means.
|
Level
3 —
|
Valuations
based on inputs that are unobservable and significant to the overall fair value measurement.
|
The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of
cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values
as of December 31, 2020 and 2019 due to the short maturities of such instruments.
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine
such fair value.
|
|
December 31,
|
|
|
Quoted Prices
In Active
Markets
|
|
|
Significant Other Observable Inputs
|
|
|
Significant Other Unobservable
Inputs
|
|
Description
|
|
2020
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
48,249,518
|
|
|
$
|
48,249,518
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
520,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
520,000
|
|
|
|
December 31,
|
|
|
Quoted Prices
In Active
Markets
|
|
|
Significant Other Observable Inputs
|
|
|
Significant Other Unobservable
Inputs
|
|
Description
|
|
2019
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
46,603,508
|
|
|
$
|
46,603,508
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
390,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
390,000
|
|
|
*
|
included
in cash and investments held in trust account on the Company’s balance sheet.
|
|
●
|
Concentration
of credit risk
|
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is
the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,
if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December
31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.
The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws.
The
Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands
Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
●
|
Net income (loss) per share
|
The
Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income (loss)
attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable
to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the
total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average
number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption
value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of December
31, 2020, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 2,412,500
shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future
events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other
contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a
result, diluted loss per share is the same as basic loss per share for the period presented.
The
net income (loss) per share presented in the statements of operations is based on the following:
|
|
For the
Year
Ended
December 31,
|
|
|
For the
Year
Ended
December 31
|
|
|
|
2020
|
|
|
2019
|
|
Net loss
|
|
$
|
(37,426
|
)
|
|
$
|
197,472
|
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
(3,395,083
|
)
|
Net loss including accretion of carrying value to redemption
value
|
|
$
|
(37,426
|
)
|
|
$
|
(3,197,611
|
)
|
|
|
For
the
Year Ended
December 31,
2020
|
|
|
For
the
Year Ended
December 31,
2019
|
|
|
|
Redeemable
Ordinary share
|
|
|
Non-
Redeemable
Ordinary share
|
|
|
Redeemable
Ordinary share
|
|
|
Non-Redeemable
Ordinary share
|
|
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation
of net loss including carrying value to redemption value
|
|
$
|
(28,813
|
)
|
|
$
|
(8,613
|
)
|
|
$
|
(2,320,882
|
)
|
|
$
|
(876,729
|
)
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
3,395,083
|
|
|
|
-
|
|
Allocation of net income (loss)
|
|
$
|
(28,813
|
)
|
|
$
|
(8,613
|
)
|
|
$
|
1,074,201
|
|
|
$
|
(876,729
|
)
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
4,600,000
|
|
|
|
1,375,000
|
|
|
|
2,878,142
|
|
|
|
1,087,238
|
|
Basic and diluted net income (loss) per share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.81
|
)
|
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
Certain
prior period balances have been reclassified to conform to the current period presentation in the financial statements and accompanying
notes.
●
|
Recent
accounting pronouncements
|
The
Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material
impact on the results of operations, financial condition, or cash flows, based on the current information.
NOTE
4 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT
As
of December 31, 2020, investment securities in the Company’s Trust Account consisted of $48,249,518 in United States Treasury Bills
and $391 in cash. As of December 31, 2019, investment securities in the Company’s Trust Account consisted of $46,593,508 in United
States Treasury Bills and $10,468 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale
marketable securities are recorded at their estimated fair value on the accompanying December 31, 2020 balance sheet. The carrying value,
including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on December 31,
2020 and 2019 is as follows:
|
|
Carrying
Value as of
December 31,
2020
|
|
|
Gross
Unrealized
Holding Gain
|
|
|
Fair Value
as of
December 31,
2020
|
|
Available-for-sale marketable securities
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
48,239,345
|
|
|
$
|
10,173
|
|
|
$
|
48,249,518
|
|
|
|
Carrying
Value as of
December 31,
2019
|
|
|
Gross
Unrealized
Holding Gain
|
|
|
Fair Value
as of
December 31,
2019
|
|
Available-for-sale marketable securities
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
46,421,849
|
|
|
$
|
171,659
|
|
|
$
|
46,593,508
|
|
NOTE
5 – PUBLIC OFFERING
On
May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists
of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one right (the “Public Rights”)
and one warrant (the “Public Warrant”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary
share upon consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of an
ordinary share upon consummation of an initial Business Combination. In addition, the Company has granted Maxim Group LLC, the underwriter
of the Public Offering, a 45-day option to purchase up to 225,000 Public Units solely to cover over-allotments, if any.
If
the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire
and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation
of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional
paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and
Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights
will be based on the closing price paid by investors.
The
Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of
the Public Offering, with an additional fee of $1,840,000 (the “Deferred Discount”) of 2.0% of the gross offering proceeds
payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter
from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the
Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter
is not entitled to any interest accrued on the Deferred Discount.
Simultaneously
with the closing of the Public Offering, the Company consummated a private placement of 210,000 private units, at $10.00 per unit, purchased
by the Sponsor.
Simultaneously
with the sale of the Over-Allotment Units, the Company consummated a private placement of 15,000 private units, at $10.00 per unit, purchased
by the Sponsor.
The
private units are identical to the units sold in the Public Offering except that the private warrants are non-redeemable and may be exercised
on a cashless basis.
NOTE
6 – RELATED PARTY TRANSACTIONS
Insider
Shares
In
October 2018, the Company’s Chief Executive Officer subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase
price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to
AGBA Holding Limited for an aggregate purchase price of $25,000 in cash.
The
initial shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their insider shares
until, with respect to 50% of the insider shares, the earlier of six months after the consummation of a Business Combination and the
date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination
and, with respect to the remaining 50% of the insider shares, until the six months after the consummation of a Business Combination,
or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares,
securities or other property.
Administrative
Services Agreement
The
Company is obligated to pay AGBA Holding Limited, a company owned by the insiders, a monthly fee of $10,000 for general and administrative
services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by
the Company’s audit committee that the Company lacks sufficient funds held outside the trust to pay actual or anticipated expenses
in connection with the initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later
than the date of the consummation of its initial business combination.
Related
Party Loan
In
order to meet the working capital needs following the consummation of the Public Offering, the initial shareholders, officers and directors
or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation
of its initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted
upon consummation of its business combination into private units at a price of $10.00 per unit (which, for example, would result in the
holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants
to purchase 25,000 ordinary shares if $500,000 of notes were so converted). The Company’s shareholders have approved the issuance
of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time
of the consummation of its initial business combination. If the Company does not complete a business combination, the loans will not
be repaid.
Related
Party Extensions Loan
The
Company will have until 12 months from the consummation of this offering to consummate the initial business combination. However, if
the Company anticipate that the Company may not be able to consummate the initial business combination within 12 months, the Company
may, but are not obligated to, extend the period of time to consummate a business combination three times by an additional three months
each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of the amended and restated memorandum
and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company,
LLC, in order to extend the time available for us to consummate its initial business combination, the Company’s insiders or their
affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $400,000,
or $460,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the
date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any
such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available
outside the trust account to do so. Such notes would either be paid upon consummation of its initial business combination, or, at the
lender’s discretion, converted upon consummation of its business combination into additional private units at a price of $10.00
per unit.
The
Company initially had 12 months from the consummation of this offering to consummate the initial business combination. However, if the
Company anticipate that the Company may not be able to consummate the initial business combination within 12 months, the Company may,
but are not obligated to, extend the period of time to consummate a business combination six times (including three times approved by
shareholders on February 5, 2021 (see Note 8)) by an additional three months each time (for a total of up to 30 months to complete a
business combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement
to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the
time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or designees,
upon five days advance notice prior to the applicable deadline, must deposit into the trust account $460,000 or $0.10 per public share
($594,467 or $0.15 per public share for any extension after February 5, 2021), on or prior to the date of the applicable deadline. The
insiders will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid
in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so.
Such notes would either be paid upon consummation of its initial business combination, or, at the lender’s discretion, converted
upon consummation of its business combination into additional private units at a price of $10.00 per unit.
On
May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued three Notes, each in an amount of $460,000 to the Sponsor, pursuant
to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business
combination until February 16, 2021. On each of February 5, May 11, August 11, 2021, the Company issued an unsecured promissory note,
in an amount of $594,467, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend
the amount of available time to complete a business combination until November 16, 2021. On November 10, 2021, the Company issued an
unsecured promissory note in an amount of $546,991, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account
in order to extend the amount of available time to complete a business combination until February 16, 2022 (see Note 9). The Notes are
non-interest bearing and is payable upon the closing of a business combination. In addition, the Note may be converted, at the lender’s
discretion, into additional Private Units at a price of $10.00 per unit. The Notes are non-interest bearing and is payable upon the closing
of a business combination. In addition, the Note may be converted, at the lender’s discretion, into additional Private Units at
a price of $10.00 per unit.
Related
Party Advances
In
the event the Sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to
the Company by the Sponsor. The Sponsor, AGBA Holding Limited, has paid the expenses incurred by the Company an aggregate of $790,122
on a non-interest bearing basis as of December 31, 2020.
As
of December 31, 2020 and 2019, the Company owed a balance of $790,122 and $543,193, respectively, to AGBA Holding Limited.
NOTE
7 – SHAREHOLDER’S EQUITY
Ordinary
Shares
The
Company is authorized to issue 100,000,000 ordinary shares at par $0.001.
The
Company’s shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In
connection with any vote held to approve its initial business combination, all of the initial shareholders, as well as all of the officers
and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased
in this offering or following this offering in the open market in favor of the proposed business combination.
On
February 22, 2019, the Company issued an aggregate of 1,149,000 founder shares to the sponsor for an aggregate purchase price of $25,000
in cash.
On
May 16, 2019, the Company issued 225,000 ordinary shares under the private placement of 225,000 private units at $10 per unit, to the
Sponsor.
On
May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering.
As
of December 31, 2019, 1,375,000 ordinary shares issued and outstanding 4,600,000 shares are subject to possible conversion.
As
of December 31, 2020, 1,375,000 ordinary shares issued and outstanding excluding 4,600,000 shares are subject to possible conversion.
On
February 8, 2020, 636,890 units (including the same amount of ordinary shares underlying such units) were redeemed by part
of shareholders at a price of approximately $10.49 per share, in an aggregate principal amount of $6,680,520.
On
November 10, 2021, 316,503 shares were redeemed by a number of shareholders at a price of approximately $10.94 per share, in an aggregate
principal amount of $3,462,565.
Accumulated
Other Comprehensive Income (Loss)
The
table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification
out of AOCI.
|
|
Available-for-sale
securities
|
|
Balance as of January 1, 2020
|
|
$
|
98,103
|
|
Other comprehensive income before reclassifications
|
|
|
258,314
|
|
Amounts reclassified from AOCI into interest income
|
|
|
(346,244
|
)
|
Balance as of December 31, 2020
|
|
$
|
10,173
|
|
|
|
Available-for-sale
securities
|
|
Balance as of January 1, 2019
|
|
$
|
-
|
|
Other comprehensive income before reclassifications
|
|
|
603,961
|
|
Amounts reclassified from AOCI into interest income
|
|
|
(505,858
|
)
|
Balance as of December 31, 2019
|
|
$
|
98,103
|
|
Rights
Except
in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive
one-tenth (1/10) of an ordinary share upon consummation of the initial business combination. In the event the Company will not be the
surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert
his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination.
The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down
to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands law. As
a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination.
If we are unable to complete an initial business combination within the required time period and the Company redeems the public shares
for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless.
Public
Warrants
Each
public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject
to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This
means that only an even number of warrants may be exercised at any given time by a warrant holder.
No
public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary
shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current
intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.
Notwithstanding
the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective
within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is
an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each
holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by
dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of
exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was
$15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration
is not available, holders will not be able to exercise their warrants on a cashless basis.
The
warrants will become exercisable on the later of the completion of an initial business combination and May 13, 2020. The warrants will
expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon
redemption.
The
Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued
to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant:
|
●
|
at
any time while the warrants are exercisable,
|
|
|
|
|
●
|
upon
a minimum of 30 days’ prior written notice of redemption,
|
|
|
|
|
●
|
if,
and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading
day period ending three business days before the Company send the notice of redemption, and
|
|
|
|
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●
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if,
and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at
the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date
of redemption.
|
If
the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her
or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price
as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete
the redemption.
The
redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.
If
the Company call the warrants for redemption as described above, our management will have the option to require all holders that wish
to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering
the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of
the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless
basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption,
the Company’s cash needs at such time and concerns regarding dilutive share issuances.
NOTE
8 – FAIR VALUE MEASUREMENTS
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level
1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level
2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets
or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level
3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine
such fair value.
|
|
December 31, 2020
|
|
|
Quoted Prices In Active Markets
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|
|
Significant Other Observable Inputs
|
|
|
Significant Other Unobservable Inputs
|
|
Description
|
|
(Audited)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
48,249,909
|
|
|
$
|
48,249,909
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
390,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
390,000
|
|
|
|
December 31, 2019
|
|
|
Quoted Prices In Active Markets
|
|
|
Significant Other Observable Inputs
|
|
|
Significant Other Unobservable Inputs
|
|
Description
|
|
(Audited)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
46,603,976
|
|
|
$
|
46,603,976
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
520,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
520,000
|
|
|
*
|
included
in cash and investments held in trust account on the Company’s balance sheet.
|
The
private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated
balance sheets.
The
Company established the initial fair value for the private warrants on May 16, 2019, the date of the Company’s Initial Public Offering,
using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants
based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible
redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified
as Level 3 at the initial measurement date due to the use of unobservable inputs.
The
key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
|
May 16,
2019
(Initial
measurement)
|
|
Input
|
|
|
|
|
|
|
|
|
|
Share price
|
|
$
|
10.54
|
|
|
$
|
10.10
|
|
|
$
|
10.00
|
|
Risk-free interest rate
|
|
|
0.10
|
%
|
|
|
1.69
|
%
|
|
|
2.18
|
%
|
Volatility
|
|
|
45
|
%
|
|
|
54
|
%
|
|
|
55
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Warrant life
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
As
of December 31, 2020 and 2019, the aggregate value of the Private Warrants was $0.39 and $0.52 million, respectively. The change in fair
value from December 31, 2019 to December 31, 2020 was approximately $(130,000).
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower
than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of
the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires
significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed
each period based on changes in estimates or assumptions and recorded as appropriate.
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Risks
and Uncertainties
Management
has evaluated the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company,
there has been a significant impact as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the future outcome of this uncertainty.
Registration
Rights
The
holders of the insider shares issued and outstanding prior to the date of the IPO, as well as the holders of the Private Units (and all
underlying securities) and any securities its initial shareholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to the Company, are be entitled to registration rights pursuant to a registration rights agreement entered
into concurrently without initial public offering. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the consummation of a business combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriters is entitled to a cash underwriting discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of
the initial public offering. Two and one-half percent (2.5%), or $0.25 per share, is not contingent and has been paid at the closing
of the initial public offering. Four percent (4.0%), or $0.40 per unit, is contingent on the closing of a business combination and will
be deferred by the underwriters and be placed in the Trust Account. Such deferred amount will only be payable to the underwriters upon
closing of a business combination. Further, the deferred amount paid to the underwriters upon the closing of a business combination will
be reduced by two percent (2.0%), or $0.20 per unit, for each unit that is redeemed by shareholders in connection with the business combination.
If the business combination is not consummated, the deferred amount will be forfeited by the underwriters. The underwriters will not
be entitled to any interest accrued on the deferred amount.
Unit
Purchase Option
The
Company sold to Maxim for $100, an option to purchase 276,000 units exercisable, at $11.50 per unit commencing at any time between the
first and fifth anniversary of the effective date of the registration statement relating to its initial public offering. The purchase
option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 13, 2024. The Company accounted
for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge
directly to shareholders’ equity. The Company estimates that the fair value of the unit purchase option is approximately $747,960,
or $2.71 per Unit, using the Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriters
is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of
2.18% and (3) expected life of four years between first and fifth anniversary dates of the Effective Date. The option and the units,
as well as the ordinary shares and warrants to purchase ordinary shares that may be issued upon exercise of the option, have been deemed
compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the
registration statement or the commencement of sales in the Public Offering pursuant to Rule 5110(g)(1) of FINRA’s Rules, during
which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative
or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold,
transferred, assigned, pledged or hypothecated prior to May 13, 2020 except to any underwriters and selected dealer participating in
the offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods
of five and seven years, respectively, from the effective date of the registration statement of which forms a part with respect to the
registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all
fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders
themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including
in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted
for issuances of ordinary shares at a price below its exercise price.
Right
of First Refusal
Subject
to certain conditions, the Company granted Maxim, for a period of 18 months after the date of the consummation of the business combination,
a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case
of a three-handed deal, 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with
FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of
the registration statement.
NOTE
8 – SUBSEQUENT EVENTS
On
January 28, 2021, the Company received a letter from the Nasdaq, which stated that the Company no longer complies with Nasdaq’s
continued listing rules due to the Company not maintaining a minimum of 300 public holders for continued listing, as required pursuant
to rule 5550(a)(3). In accordance with Nasdaq Rule 5810(c)(2)(G), the Company has 45 calendar days to submit a plan to regain compliance
and, if Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the date of this letter, or
until July 27, 2021, to regain compliance. The Company plans to submit a compliance plan within the specified period.
On
February 5, 2021, the Company held its extraordinary meeting of shareholders. During this meeting, the Company’s shareholders approved
the proposals to (i) amend the second amended and restated memorandum and articles of association to further extend the date by which
it has to consummate a business combination three times for three additional months each time from February 16, 2021 to November 16,
2021; and (ii) amend the investment management trust agreement, dated as of May 14, 2019 by and between the Company and Continental Stock
Transfer & Trust Company, LLC (“Continental”) to allow it to further extend the time to complete a business combination
three times for three additional months each time from February 16, 2021 to November 16, 2021. On February 8, 2021, 636,890 shares were
redeemed by a number of shareholders at a price of approximately $10.49 per share, in an aggregate principal amount of $6,680,520.
On
February 10, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,467 to AGBA Holding Limited
in exchange for AGBA Holding Limited depositing such amount into the Company’s trust account in order to extend the amount of available
time to complete a business combination.
On
May 11, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,467 to AGBA Holding Limited in exchange
for AGBA Holding Limited depositing such amount into the Company’s trust account in order to extend the amount of available time
to complete a business combination prior to August 16, 2021.
On
August 11, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,467 to AGBA Holding Limited in
exchange for AGBA Holding Limited depositing such amount into the Company’s trust account in order to extend the amount of available
time to complete a business combination prior to November 16, 2021.
On
November 3, 2021, the Company entered into a business combination agreement with TAG Holdings Limited ("TAG") and its wholly-owned
subsidiaries TAG International Limited ("B2B"), TAG Asset Partners Limited ("B2BSub"), OnePlatform International
Limited ("HKSub"), OnePlatform Holdings Limited ("OPH"), and TAG Asia Capital Holdings Limited ("Fintech").
On
November 10, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $546,991.05 to AGBA Holding Limited
in exchange for AGBA Holding Limited depositing such amount into the Company’s trust account in order to extend the amount of available
time to complete a business combination until February 16, 2022.
On
November 10, 2021, 316,503 shares were redeemed by a number of shareholders at a price of approximately $10.94 per share, in an aggregate
principal amount of $3,462,565.
On
November 26, 2021, AGBA Merger Sub I Limited (“AMSI”) was formed under the laws of the British Virgin Island for the purpose
of effecting the Business Combination.
On
November 26, 2021, AGBA Merger Sub II Limited (“AMSII”) was formed under the laws of the British Virgin Island for the purpose
of effecting the Business Combination.
F-25