THUR BRID References to the "Company," "us," "our" or "we" refer
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form
10-K including, without limitation, statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward- looking statements. When used in
this Form 10-K, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or the Company's
management, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results
could differ materially from those contemplated by the forward- looking
statements as a result of certain factors detailed in our filings with the
Overview
The Company is a blank check company incorporated as a
The issuance of additional ordinary shares in a business combination:
? may significantly dilute the equity interest of investors, which dilution
would increase if the anti-dilution provisions in the Class B ordinary shares
resulted in the issuance of Class A ordinary shares on a greater than
one-to-one basis upon conversion of the Class B ordinary shares;
? may subordinate the rights of holders of ordinary shares if preference shares
are issued with rights senior to those afforded our ordinary shares;
? could cause a change of control if a substantial number of our ordinary shares
are issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the resignation or
removal of our present officers and directors;
? may have the effect of delaying or preventing a change of control of us by
diluting the share ownership or voting rights of a person seeking to obtain
control of us; and
? may adversely affect prevailing market prices for our Class A ordinary shares
and/or warrants.
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Similarly, if the Company issues debt securities, it could result in:
? default and foreclosure on our assets if our operating revenues after an
initial business combination are insufficient to repay our debt obligations;
? acceleration of our obligations to repay the indebtedness even if we make all
principal and interest payments when due if we breach certain covenants that
require the maintenance of certain financial ratios or reserves without a
waiver or renegotiation of that covenant;
? the Company's immediate payment of all principal and accrued interest, if any,
if the debt security is payable on demand;
? the Company's inability to obtain necessary additional financing if the debt
security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding;
? the Company's inability to pay dividends on our ordinary shares;
? using a substantial portion of the Company's cash flow to pay principal and
interest on the Company's debt, which will reduce the funds available for
dividends on the Company's ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
? limitations on the Company's flexibility in planning for and reacting to
changes in the Company's business and in the industry in which the Company
operates;
? increased vulnerability to adverse changes in general economic, industry and
competitive conditions and adverse changes in government regulation; and
? limitations on the Company's ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements,
execution of the Company's strategy and other purposes and other disadvantages
compared to the Company's competitors who have less debt.
As indicated in the accompanying financial statements, we had
Results of Operations (Restated)
For the year ended
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Liquidity and Capital Resources
Prior to the consummation of our initial public offering, our only sources of
liquidity were an initial purchase of founder shares for
On
In connection with our initial public offering, the Company incurred offering
costs of
As of
In order to finance transaction costs in connection with the initial business
combination, the sponsor or an affiliate of the sponsor or certain of the
Company's officers and directors may, but are not obligated to, loan the Company
funds as may be required ("Working Capital Loans"). If the Company completes the
initial business combination, the Company would repay such loaned amounts. In
the event that the initial business combination does not occur, the Company may
use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from the trust account would be used for
such repayment. Up to
Off-Balance Sheet Financing Arrangements
As of
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.
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Contractual Obligations
At
The underwriters were paid a cash underwriting fee of 2% of gross proceeds of
the initial public offering, or
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical 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 auditor 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.
Net Income (Loss) Per Ordinary Share
Basic loss per ordinary share is computed by dividing net income (loss)
applicable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Consistent with FASB 480, ordinary shares
subject to possible redemption, as well as their pro rata share of undistributed
trust earnings consistent with the two-class method, have been excluded from the
calculation of loss per ordinary share the year ended
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A reconciliation of net loss per ordinary share as adjusted for the portion of
income that is attributable to ordinary shares subject to redemption is as
follows:
For the Period
from February
13, 2019
(Date of
For the Year Inception)
Ended through
December 31, December 31,
2020 2019
(Restated) (Restated)
Net (loss) income $ (73,292,930 ) $ 3,619,908
Less: Income attributable to ordinary shares (2,122,286 ) (2,460,851 )
Net (loss) income available to ordinary shares $ (75,415,216 ) $ 1,159,057
Weighted average shares outstanding, basic and diluted 8,625,000 8,437,500
Basic and diluted net (loss) income per ordinary share $ (8.74 ) $ 0.14
Fair Value of Financial Instruments
The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet primarily due to their short term nature.
Offering Cost
Offering costs consist of legal, accounting, underwriting fees and other costs
incurred through the balance sheet date that are directly related to our initial
public offering. Offering costs amounting to
Income Taxes
The Company accounts for income taxes under FASB ASC 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a
tax position 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 recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There
were no unrecognized tax benefits as of
There is currently no taxation imposed on income by the Government of the
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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 Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Ordinary shares subject to
mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of events not
solely within the Company's control) is 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
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
? Level 1, defined as observable inputs such as quoted prices (unadjusted) for
identical instruments in active markets;
? Level 2, defined as inputs other than quoted prices in active markets that are
either directly or indirectly observable such as quoted prices for similar
instruments in active markets or quoted prices for identical or similar
instruments in markets that are not active; and
? Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions, such as
valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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 ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative 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.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.
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