The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with our audited financial
statements and the notes related thereto which are included in "Item 8.
Financial Statements and Supplementary Data" of this Annual Report on Form 10-
Overview
We are a blank check company formed under the laws of the
The issuance of additional shares of our stock in an initial business combination:
? may significantly reduce the equity interest of our stockholders;
? may subordinate the rights of holders of common stock if we issue preferred
shares with rights senior to those afforded to our shares of common stock;
? will likely cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and most likely will also
result in the resignation or removal of our present officers and directors; and
? may adversely affect prevailing market prices for our securities.
Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:
? default and foreclosure on our assets if our operating revenues after a
business combination are insufficient to pay our debt obligations;
? acceleration of our obligations to repay the indebtedness even if we have made
all principal and interest payments when due if the debt security contains
covenants that required the maintenance of certain financial ratios or reserves
and we breach any such covenant without a waiver or renegotiation of that
covenant;
? our immediate payment of all principal and accrued interest, if any, if the
debt security is payable on demand; and
? our inability to obtain additional financing, if necessary, if the debt
security contains covenants restricting our ability to obtain additional
financing while such security is outstanding.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities through
For the year ended
For the period from
12
Liquidity and Capital Resources
On
Following the Initial Public Offering, the full exercise of the over-allotment
option by the underwriters and the sale of the Private Units, a total of
For the year ended
As of
As of
In order to finance transaction costs in connection with an initial business
combination, the Initial Stockholders, or certain of the Company's officers and
directors or their affiliates may, but are not obligated to, loan the Company
funds as may be required ("Working Capital Loans"). If the Company completes an
initial business combination, the Company would repay the Working Capital Loans
out of the proceeds of the Trust Account released to the Company. Otherwise, the
Working Capital Loans would be repaid only out of funds held outside the Trust
Account. In the event that an initial business combination does not close, the
Company 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. Except for the foregoing, the terms of
such Working Capital Loans, if any, have not been determined and no written
agreements exist with respect to such loans. The Working Capital Loans would be
repaid upon consummation of an initial business combination, without interest.
As of
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of
13 Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.
We have engaged Roth and Craig-Hallum, the underwriters in the Initial Public
Offering, as advisors in connection with our initial business combination to
assist in the transaction structuring and negotiation of a definitive purchase
agreement with respect to the initial business combination, hold meetings with
the stockholders to discuss the initial business combination and the target's
attributes, introduce us to potential investors to purchase our securities in
connection with the initial business combination, and assist with financial
analysis, presentations, press releases and filings related to the initial
business combination. We will pay Roth and Craig-Hallum a fee for such services
upon the consummation of an initial business combination in an amount equal to,
in the aggregate, 4.5% of the gross proceeds of the Initial Public Offering (or
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Common Stock Subject to Possible Redemption
We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity (deficit) section of our balance sheets.
Net Income (Loss) Per Common Share
We have two types of common stock - redeemable common stock and non-redeemable
common stock. We calculate our earnings per share to allocate net loss pro rata
to redeemable and non-redeemable common stock. This presentation contemplates an
initial business combination as the most likely outcome, in which case, both
classes of common stock share pro rata in our income (loss). Net income (loss)
per common share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding for the period. In order to
determine the net income (loss) attributable to both the redeemable and
non-redeemable common stock, we 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 the purposes of calculating net income
(loss) per share, any remeasurement of the accretion to redemption value of the
redeemable common stock subject to redemption was considered to be dividends
paid to the holders of the redeemable common stock. Subsequent to calculating
the total income (loss) allocable to both sets of shares, we split the amount to
be allocated pro rata between redeemable and non-redeemable common stock for the
year ended
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