References in this report (the “Quarterly Report”) to “we”, “us” or the “Company” refer to
Note regarding forward-looking statements
This quarterly report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections regarding future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us which may cause our actual results, levels of activity, performances or achievements to differ materially from results, levels of activity, performances. or future achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “could”, “should”, “could”, “could”, “expect”, “plan”, “anticipate”, “believe”, “Estimate,” “continue”, or the negative of such terms or other similar expressions. Factors which could cause or contribute to such a deviation include, without limitation, those described in our other
Overview
We were formed on
We are an emerging growth company and as such we are subject to all of the risks associated with emerging growth companies.
We currently have no income. All activities for the period from
(creation) through
At
Simultaneously with the completion of the initial public offering, the Company completed the private placement of a total of 4,133,333 warrants (the “Private Placement Warrants”) at a price of
per share.
The private placement warrants are identical to the warrants underlying the units sold as part of the initial public offering, except that the private placement warrants are not transferable, assignable or salable before the initial public offering. completion of a business combination, subject to certain limited exceptions.
In addition, the Company has executed a promissory note with the Limited Partner (the “Limited Partner Loan Note”) in the amount of
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From the gross proceeds received from the initial public offering, the exercise of the over-allotment option and part of the private placement bond, a total of $
On the date of the IPO, the transaction costs amounted to
We cannot assure you that our plans to complete our initial business combination will be successful. If we are not able to complete the initial business combination within 15 months of the IPO date, we will (i) cease all operations except for the purpose of liquidating, (ii) as quickly reasonably possible but not more than five business days later, redeem 100% of the outstanding public shares and (iii) as soon as reasonably possible after such redemption, subject to the approval of the other holders of common shares and our board of directors, liquidate and dissolve. In the event of liquidation, holders of Founder Shares and Private Warrants will not participate in any redemption distribution with respect to their Founder Shares or Private Warrants, until all shareholder claims. and claimant creditors are fully satisfied (and only then from funds held outside the trust account).
Results of operations
We have not engaged in any activity or generated any income to date. Our only activities through
For the period of
For the three months ended
Liquidity and capital resources
From
For the period of
In connection with the initial public offering and related transactions described above, the net cash received by the Company for general operating purposes was approximately
Off-balance sheet provisions
We had no off-balance sheet arrangements at
Contractual obligations
Other than below, from
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The underwriters are entitled to deferred compensation of
As of the date the units are first listed on Nasdaq, the company has agreed to pay the promoter a total of
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