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GLOBAL SPAC PARTNERS CO.

(GLSPU)
Delayed Nasdaq  -  03:57 2022-07-13 pm EDT
12.97 USD   +26.17%
07/20Global Spac Partners : Material Definitive Agreement - Form 8-K/A
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GLOBAL SPAC PARTNERS CO, Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-K)

03/31/2022 | 05:32pm EDT

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.



Overview


We were incorporated on August 6, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Report as our initial business combination.

On April 13, 2021, we consummated the IPO of 16,000,000 public units, at a price of $10.00 per public unit, generating gross proceeds of $160,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 675,000 placement units, at a price of $10.00 per placement unit, in a private placement to the sponsor and I-Bankers, generating gross proceeds of $6,750,000.

On April 14, 2021, I-Bankers partially exercised the over-allotment option to purchase an additional 750,000 public units, at a purchase price of $10.00 per public unit, generating gross proceeds to us of $7,500,000. Simultaneously with the exercise of the over-allotment option, we consummated the sale of an additional 22,500 placement units, at a price of $10.00 per placement unit, in a private placement to the sponsor and I-Bankers, generating gross proceeds to us of $225,000.

Of the net proceeds from the IPO, partial exercise of the over-allotment option, and associated private placements, $169,175,000 of cash was placed in the trust account.

On December 21, 2021, we entered into a Business Combination Agreement with Gorilla and Merger Sub. Gorilla is a leading market provider of video intelligence, Internet of Things security, edge AI data analytics and operational technology security solutions and services in Asia Pacific with operations and established distribution and sales channels in the United States, Europe, the Middle East and Latin America.

Pursuant to the Business Combination Agreement, at the Closing, and following the Recapitalization, (i) Merger Sub will merge with and into Global, with Global continuing as the surviving entity and a wholly owned subsidiary of Gorilla; (ii) the ordinary shares of Global (including Class A ordinary shares and Class B ordinary shares) will be converted into Gorilla ordinary shares on a one-for-one basis; (iii) warrants to purchase the ordinary shares of Global will be converted into warrants to purchase the same number of Gorilla ordinary shares at the same exercise price and for the same exercise period; and (iv) Global will have a restated certificate of incorporation.

Additionally, to raise additional proceeds in connection with the Transactions, Global, Gorilla and certain PIPE Investors entered into a series of PIPE Subscription Agreements, providing for the purchase by the PIPE Investors at the effective time of the Gorilla Business Combination an aggregate of 5,000,000 PIPE Subunits at a price of $10.10 per subunit, for gross proceeds to Global of $50.5 million; provided, however, that if a PIPE Investor acquires ownership of subunits of Gorilla in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such subunits in connection with any redemption conducted by Global in accordance with Global's organizational documents and the prospectus for Global's initial public offering in conjunction with the Closing or in conjunction with an amendment to Global's organizational documents to extend Global's deadline to consummate its initial business combination) at least prior to Global's meeting of shareholders to approve the Transactions and the PIPE Investor does not redeem or convert such PIPE Subunits in connection with any redemption, the number of subunits for which the PIPE Investor is obligated to purchase under the PIPE Subscription Agreement shall be reduced by the number of non-redeemed subunits.

For more information on the Gorilla Business Combination and the PIPE Investment, see "Item 1. Business."



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Results of Operations


We have neither engaged in any operations nor generated any revenues to date. The only activities through December 31, 2021 were activities related to our formation, the IPO and search for a prospective initial business combination target, such as Gorilla. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses for due diligence on prospective targets.

For the year ended December 31, 2021, we had net income of $8,502,767, which consisted of $35,110 in interest earned on marketable securities held in the trust account, $41 in interest earned in our operating bank account, and $10,642,498 in change in fair value of warrants, offset by $1,194,871 in formation and operating costs, and $980,011 in warrant issuance costs.

For the period from August 6, 2020 (inception) through December 31, 2020, we had net loss of $2,237, which consisted of $2,238 in formation and operating costs, offset by $1 in interest earned in our operating bank account.

Liquidity and Capital Resources

As of December 31, 2021, we had cash of approximately $0.3 million. Until the consummation of the IPO, our only source of liquidity was an initial purchase of ordinary shares by our sponsor and loans from our sponsor.

Subsequent to the consummation of the IPO, partial exercise of the over-allotment option, and associated private placements, $169,175,000 of cash was placed in the trust account, and our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable) to complete our initial business combination, such as the Gorilla Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to finance transactions costs in connection with an initial business combination, post the IPO, the sponsor or an affiliate of the sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay the working capital loans. In the event that an initial business combination does not close, we may use a portion of proceeds held outside the trust account to repay the working capital loans but no proceeds held in the trust account would be used to repay the working capital loans. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units sold in the private placements.

We anticipate that the $291,139 outside of the trust account as of December 31, 2021 will not be sufficient to allow us to operate for at least the next 12 months, assuming that a business combination is not consummated during that time. We may need to obtain additional financing to consummate our initial business combination but there is no assurance that new financing will be available to us on commercially acceptable terms. Furthermore, if we are unable to complete an initial business combination by April 13, 2022 or July 13, 2022 (if we obtain shareholder approval to extend the date by which we must consummate an initial business combination), it will trigger our automatic winding up, liquidation and dissolution. These conditions raise substantial doubt about our ability to continue as a going concern.



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Critical Accounting Policies


The preparation of these audited 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 audited financial statement. Actual results could differ from those estimates.

Class A Ordinary Shares (underlying the Public Subunits) Subject to Possible Redemption

The Company accounts for its Class A ordinary shares (underlying the public subunits) subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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 Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value of $10.10 per share (plus any interest earned on the trust account) as temporary equity, outside of the shareholders' equity section of the Company's balance sheets.

Offering Costs associated with the IPO

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Offering costs are allocated to the public warrants issued in the IPO based on the public warrants' fair value at inception compared to the total IPO proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are allocated to temporary equity.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, "Derivatives and Hedging". Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FASB ASC Topic 470-20, "Debt with Conversion and Other Options" addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, "Earnings Per Share." The statements of operations include a presentation of income (loss) per redeemable Class A ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable Class A ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 70.7% for the redeemable Class A ordinary shares and 29.3% for the non-redeemable shares for the year ended December 31, 2021, reflective of the respective participation rights.




Recent Accounting Standards



Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.



                                       19




Off-Balance Sheet Arrangements; Commitments and Contractual Obligations



Registration Rights Agreement


Pursuant to a registration rights agreement entered into on April 8, 2021, the holders of the founder shares, the representative shares, the units issuable upon conversion of the working capital loans and the placement units and its underlying securities are entitled to certain registration rights. See "Item 1. Business" and Notes 5 and 7 of the financial statements included herein. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.



Underwriting Agreement


Pursuant to the underwriting agreement, the underwriters received a cash underwriting discount of $3,350,000 following the consummation of the IPO and the partial exercise of the over-allotment option. In addition, the underwriters also received 100,000 representative shares upon the consummation of the IPO.

Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and partial exercise of the over-allotment option, or $5,862,500, upon the completion of the Company's initial business combination subject to the terms of the underwriting agreement.

The underwriter has agreed that the deferred underwriting discount will be reduced pro rata for redemptions from the trust account prior to completion of the initial business combination, up to a maximum reduction of 20%. In addition, the underwriter has agreed that the Company may allocate up to 30% of the net deferred underwriting commissions, after any reductions due to redemptions, to a firm or firms who assists the Company in connection with completing the initial business combination.

Factors That May Adversely Affect Our Results of Operations

Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

© Edgar Online, source Glimpses

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Managers and Directors
Jayesh Chandan Director