The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
We are a blank check company incorporated in the
14 Results of Operations
Our entire activity from inception up to
For the years ended
Liquidity and Capital Resources
As of
On
Following the initial public offering and the exercise of the over-allotment
option, a total of
We intend to use substantially all of the net proceeds of the initial public offering, including the funds held in the trust account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our business combination, the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
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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 a business combination.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. This belief is based on the
fact that while we may begin preliminary due diligence of a target business in
connection with an indication of interest, we intend to undertake in-depth due
diligence, depending on the circumstances of the relevant prospective
acquisition, only after we have negotiated and signed a letter of intent or
other preliminary agreement that addresses the terms of our initial business
combination. However, if our estimate of the costs of undertaking in-depth due
diligence and negotiating our initial business combination is less than the
actual amount necessary to do so, or the amount of interest available to use
from the trust account is minimal as a result of the current interest rate
environment, we may be required to raise additional capital, the amount,
availability and cost of which is currently unascertainable. In this event, we
could seek such additional capital through loans or additional investments from
members of our management team, but such members of our management team are not
under any obligation to advance funds to, or invest in, us. In the event that
the business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts, but no
proceeds from our trust account would be used for such repayment. Such loans
would be evidenced by promissory notes. The notes would either be paid upon
consummation of our business combination, without interest, or, at the lender's
discretion, up to
Off-balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements as of
16 Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities other than an agreement to pay our Sponsor
a monthly fee of
Registration Rights
The holders of the insider shares, the Private Units (and their underlying
securities) and the warrants that may be issued upon conversion of any working
capital loans (and their underlying securities) are entitled to registration
rights pursuant to a registration rights agreement signed on
Critical Accounting Policies
The preparation of consolidated financial statements and related disclosures in
conformity with accounting principles generally accepted in
Warrants
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
As the warrants issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the warrants are classified as equity.
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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 issued upon
the consummation of the IPO and the exercise of the over-allotment option
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
The Company has made a policy election in accordance with ASC 480-10-S99-3A and
recognizes changes in redemption value in accumulated deficit over an expected
12-month period leading up to a business combination. On
Net loss per share
The Company complies with accounting and disclosure requirements of FASB ASC
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 common stock and non-redeemable common stock 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 share. Any remeasurement of the accretion to redemption
value of the ordinary share subject to possible redemption was considered to be
dividends paid to the public shareholders. As of
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