Item 1. Business
ITEM
1. BUSINESS
Company
Profile
Golden
Path Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands and formed for the
purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of
the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses
or entities, which we refer to throughout this report as our business combination. Our efforts in identifying prospective target businesses
will not be limited to a particular geographic region, although we intend to focus on businesses that have a connection to the Asian
market. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.
On
June 24, 2021, the Company consummated the IPO of 5,000,000 units. In addition, the underwriters exercised in full the over-allotment
option for an additional 750,000 Units, resulting in the issuance and sale of an aggregate of 5,750,000 Units. Each Unit consists of
one ordinary share, par value $0.0001 per ordinary share, one redeemable warrant entitling its holder to purchase one-half of one Share
at a price of $11.50 per Share, and one right to receive one-tenth (1/10) of one Share upon the consummation of the Company’s initial
business combination.
Simultaneously
with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor, Greenland
Asset Management Corporation, a British Virgin Islands company (“Sponsor”) for the purchase of 270,500 units (the “Private
Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,705,000, pursuant to the Private Placement Unit
Purchase Agreement dated June 17, 2021.
The
Sponsor had previously advanced expenses or loaned the Company the sum of $453,364, evidenced in part by a note dated as of December
19, 2020 which loan was payable upon the earlier of completion of the IPO or December 31, 2021. In connection with the completion of
the IPO, the note was repaid in full via an offset of certain amounts due under the Private Placement subscription.
As
of June 24, 2021, a total of $58,075,000 of the net proceeds from the IPO and the Private Placement Unit Purchase Agreement transaction
completed with the Sponsor were deposited in a trust account established for the benefit of the Company’s public shareholders,
established with Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley.
As
a result of the IPO, the Private Placement and sale of units to our underwriter, assuming the units were split into its component parts,
we had: (i) 6,020,500 units, (ii) 7,458,000 ordinary shares (including 1,437,500 founder shares), (iii) 6,020,500 rights to acquire an aggregate of 602,050 ordinary shares:
and (iv) 6,020,500 warrants to acquire 3,010,250 ordinary shares issued and outstanding as of June 24, 2021. We have not issued any securities
since such date.
Prior
to the IPO, there had been no public market for our units, ordinary shares, rights or warrants. Our units are listed for trading on
the NASDAQ Capital Market, or NASDAQ, under the symbol “GPCOU”. The ordinary shares, rights and warrants comprising the units
began separate trading on July 30, 2021 and are traded on NASDAQ under the symbols “GPCO,” “GPCOR” and “GPCOW”
respectively. As our IPO registration statement and Form 8A were not declared effective by the SEC until June 21, 2021, we were not a
filing company under the Securities and exchange Act of 1934, as amended until June 21, 2021.
Since our IPO and until our
execution of the merger agreement with MC Hologram Inc. and Golden Path Merger Sub Corporation in September 2021, our sole business activity
has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential
target entities. Thereafter, our business activities have also included the preparation of a registration statement and proxy statement
in connection with seeking stockholder approval of the proposed business combination with MC Hologram Inc. (the “Business Combination”).
We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our
IPO. Other than as specifically discussed, this report does not assume the closing of the Business Combination.
1
Recent
Developments
On
September 10, 2021, we, MC Hologram Inc., a Cayman Islands exempted company (“MC”), and Golden Path Merger Sub Corporation,
a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”), entered into a Merger
Agreement (the “ Merger Agreement ” ).
Pursuant
to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands
Companies Act (As Revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and
into MC, with MC being the surviving entity and becoming a wholly owned Subsidiary of the Company (the “Merger”). On the terms
and subject to the conditions set forth in the Merger Agreement and simultaneously with the closing of the Merger, the Company will change its name
to “MicroCloud Hologram Inc.”
The
Board of Directors of both the Company and MC and the stockholders of MC have approved the Merger Agreement and the transactions contemplated
by it.
Pursuant
to the Merger Agreement, the Merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free reorganization.
The terms of the Merger provide for a valuation of MC and its subsidiaries and businesses of $450,000,000. Based upon a per share value
of $10.10 per share, the stockholders of MC will receive approximately 44,554,455 ordinary shares of the Company which will represent
approximately 84.07% of the combined outstanding shares following the closing, assuming no redemptions by our stockholders and assuming
conversion of our outstanding rights into 602,050 ordinary shares.
Consummation
of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the
approval of the Merger Agreement by our shareholders. Other than as specifically discussed, this report does not assume the closing of
the business combination with MC.
Management
Business Combination Experience
We
will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives.
Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia. We
believe we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection
to the Asian market, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business
combination.
We
believe that the members of our management team and board of directors have valuable and applicable experience for sourcing and analyzing
potential acquisition candidates across various industries and on an international basis based upon their professional experience. Our
Chief Executive Officer, Mr. Cheng has advised numerous private and public companies in insurance matters and sales efforts. Among other
experience relative to sourcing and analyzing potential business combination candidates, our Chief Financial Officer, Mr. Teddy Zheng,
served as Chief Financial Officer of another SPAC entity, Longevity Acquisition Corporation, and is a managing member of Cyngus Equity,
a boutique investment banking firm. Previously, he was employed in the investment banking department at Lazard Freres and JP Morgan First
Capital in China. Hai Lin, one of our directors, has served as General Manager of Red 13 Financial Holdings (Hong Kong) Co., Ltd. since
Jan 2015, where Mr. Lin is responsible for project development, mergers and acquisition and corporate finance, including company creating
and advising on corporate presentations, investment planning and transaction structure. Mr. Lin’s career includes a long and extensive
experience in merger and acquisition transactions and sourcing and analyzing investment opportunities.
Business
Strategy
Our
efforts in identifying prospective target businesses will not be limited to a particular geographic region, although we intend to focus
on businesses that have a connection to the Asian market. We believe that we will add value to these businesses primarily by providing
them with access to the U.S. capital markets.
2
Acquisition
Criteria
Our
management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing
of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.
We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.
While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines
should we see justification to do so.
●
Middle-Market Growth
Business. We will primarily seek to acquire one or more growth businesses with a total enterprise
value of between $150,000,000 and $300,000,000. We believe that there are a substantial number of potential target businesses within
this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth.
We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or
a company with negative cash flow.
●
Companies in Business
Segments that are Strategically Significant to the Asian Markets. We will seek to acquire those businesses
that are currently strategically significant in the Asian markets. Such sectors include: Internet and high technology, financial
technology (including technology applied in financial services or used to help companies manage the financial aspects of their business),
clean energy, health care, consumer and retail, energy and resources, food processing, manufacturing and education.
●
Business with Revenue
and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential
for significant revenue and earnings growth through a combination of both existing and new product development, increased production
capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.
●
Companies with Potential
for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the
potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable
revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this
cash flow in order to enhance shareholder value.
●
Benefit from Being
a Public Company. We intend to only acquire a business or businesses that will benefit from being
publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with
being a publicly traded company.
These
criteria are not intended to be exhaustive or exclusive. Any evaluation relating to the merits of a particular business combination may
be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor
and management team may deem relevant. In the event that we decide to enter into a business combination with a target business that does
not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our business combination, which would be in the form of proxy solicitation or tender offer materials, as applicable,
that we would file with the United States Securities and Exchange Commission, or the SEC. In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management and
employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other
information which will be made available to us.
Past
performance by our management team, including their affiliates’ past performance, is not a guarantee either (i) of success with
respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business
combination. Stockholders should not rely on the historical record of our management team and their affiliates as indicative of our future
performance.
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Sourcing
of Potential Business Combination Targets
Our
management team has developed a broad network of contacts and corporate relationships. We believe that the network of contacts and relationships
of our management team and our sponsor will provide us with an important source of business combination opportunities. In addition, we
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking
firms, private equity firms, consultants, accounting firms and business enterprises. We are not prohibited from pursuing an initial business
combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through
a joint venture or other form of shared ownership with our sponsor, officers or directors.
Unless
we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the
fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking
firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an
independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion
in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary
greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,
as applicable, related to our initial business combination.
Members
of our management team may directly or indirectly own our ordinary shares and/or private placement units following the IPO, and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides
that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered
to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would
materially undermine our ability to complete our business combination.
Effecting
A Business Combination
Under our amended and restated
memorandum and articles of association, we have until 12 months from the closing of the IPO to consummate our initial business combination
provided, however if we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by
resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to nine times,
each by an additional one month (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing
additional funds into the trust account as set out below. Pursuant to the terms of our memorandum and articles of association and the
trust agreement to be entered into between us, Wilmington Trust National Association and Vstock Transfer LLC, in order for the time available
for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance
notice prior to the applicable deadline, must deposit into the trust account $191,667 (approximately $0.033 per public share), up
to an aggregate of $1,725,000, or $0.30 per public share (for an aggregate of 9 months), on or prior to the date of the applicable deadline,
for each extension. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us
to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.
In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely
deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete
our initial business combination. If we are unable to consummate our initial business combination within the applicable time period,
we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion
of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants and rights will be worthless.
4
Our
sponsor may extend the time frame by the company to complete a business combination up to an additional nine (9) months to complete a
business combination by depositing the required amount of funds for each monthly extension. Holders of our securities will not have the
right to approve or disapprove any such monthly extension. Further, holders of our securities will not have the right to seek or obtain
redemption in connection with any extension of the time frame to complete a business combination.
Any
such payments from our sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company. The final
and definitive terms of the loan in connection with any such loans have not yet been negotiated, but any such loan would be interest
free and not repaid unless and until we complete a business combination. If we complete our initial business combination, we would expect
to repay such loaned amounts out of the proceeds of the trust account released to us or from funds which may be raised in any subsequent
capital financing transaction which may be undertaken in connection with the completion of a business combination.
The
NASDAQ rules require that our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable
on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board
of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion
from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries
in conjunction with our initial business combination. If we are delisted from NASDAQ prior to completion of the business combination,
the NASDAQ 80% requirement would no longer be applicable.
We
shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders
may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata
share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable)
or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid
the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein.
The
decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by
us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of
the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. In the
case of a tender offer, we will file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. In either case, we will consummate our initial
business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval,
a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. The determination of whether or not
to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction certain objectives
of the target management team or target’s shareholders, the costs of any such proposed acquisition or for other reasons, many of
which we cannot determine at this time and will be contingent upon negotiations with prospective targets. We may, however, structure
our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of
the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will
only complete a business combination for equity interests if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target or in the event of an Assets Acquisition,
an Acquisition which results in an Operating business line, sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. In considering an asset transaction, we would acquire
such assets only if we could constitute from such assets a stand-alone operating business. Even if the post-transaction company owns
or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own
a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result
of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own
less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% of Nasdaq net assets test. If our initial business combination
involves more than one target business or assets from different business, the 80% of net assets test will be based on the aggregate value
of all of the target businesses.
5
Status
as a Public Company and Financial Considerations
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares of stock in the target business for our shares or for a
combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are
various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain
and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering,
there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent
in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business
will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete
the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe
the target business would then have greater access to capital and an additional means of providing management incentives consistent with
shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and
vendors and aid in attracting talented employees.
While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential
target businesses may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty
relating to our ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our
trust account in connection therewith.
With
funds available for a business combination initially in the amount of $56,637,500 assuming no redemptions and after payment of up to
$1,437,500 of deferred underwriting fees, in each case before fees and expenses associated with our initial business combination, we
offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth
and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial
business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the
most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. We may
seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account.
Summary
Information Related to Our Securities, Redemption Rights and Liquidation
We
are a Cayman Islands exempted company (company number 1-336881) and our affairs are governed by our amended and restated memorandum and
articles of association, the Companies Act and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and
articles of association which was adopted upon the consummation of the IPO, we are authorized to issue 500,000,000 ordinary shares, par
value $0.0001 per share. The information provided below is a summary only and we refer you to our prospectus dated as of June 22, 2021,
our amended and restated memorandum and articles of association and our warrant agreement and rights agreement with Vstock Transfer LLC
as warrant and rights agent for additional important and material information.
Upon
completion of our IPO and as of March 8, 2022, we had and have 7,458,000 ordinary shares issued and outstanding. Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class,
except as required by law. Unless specified in the Cayman Islands Companies Act, our amended and restated memorandum and articles of
association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required
to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands
law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated
memorandum and articles of association and approving a statutory merger or consolidation with another company. Directors are elected
for a term of two years. There is no cumulative voting with respect to the election of directors, with the result that the holders of
more than 50% of the founder shares voted for the election of directors can elect all of the directors. Our shareholders are entitled
to receive ratable dividends when, as and if declared by the Board of Directors out of funds legally available therefor.
6
We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net
of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be $10.10 per public share (subject to increase of up to an additional $0.033
per public share in the event that our sponsor elects to extend the period of time to consummate a business combination). The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect
to our warrants or rights. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may
acquire during or after the IPO in connection with the completion of our IPO.
If
a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will,
pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules
of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated
memorandum and articles of association will require these tender offer documents to contain substantially the same financial and other
information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however,
a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal
reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination
only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination. However, the participation
of our sponsor, officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the approval of
our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such
business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days
(but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken
to approve our initial business combination.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the ordinary shares sold in the IPO, which we refer to as the “Excess Shares.” However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination.
Our
shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business
combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such
shares would be required to sell their shares in open market transactions, potentially at a loss.
If
we are unable to complete our initial business combination within such 12-month (or up to 21-month) time period, we will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.
In
connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 6,020,500 rights to acquire
an aggregate of 602,050 ordinary shares.
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If
we enter into a definitive agreement for a business combination in which we will be the surviving entity, each holder of a right will
receive one-tenth (1/10) of one ordinary share upon consummation of our initial business combination, even if the holder of such right
redeemed all ordinary shares held by him, her or it in connection with the initial business combination or an amendment to our memorandum
and articles of association with respect to our pre-business combination activities. No additional consideration will be required to
be paid by a holder of rights in order to receive his, her or its additional ordinary shares upon consummation of an initial business
combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. The shares
issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).
If
we are unable to complete a business combination within the required time period and we liquidate the funds held in the trust account,
holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets
held outside of the trust account with respect to such rights, and the rights will expire worthless.
In
connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 6,020,500 warrants to acquire
an aggregate of 3,010,250 ordinary shares. The warrants purchased in our IPO have been issued in registered form under a warrant agreement
between Vstock Transfer LLC, as warrant agent, and us. Each warrant entitles the registered holder to purchase one-half of one ordinary
share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from
the date of the closing of the IPO or thirty (30) days after the completion of our business combination. Because the warrants may only be exercised for whole numbers of shares,
only an even number of warrants may be exercised at any given time. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by
a warrant holder. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.
We
will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such
warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect
to registration. We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial
business combination, we will use our best efforts to file, and within 60 business days following our initial business combination to
have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants.
Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement
warrants):
● in
whole and not in part;
● at
a price of $0.01 per warrant;
● upon
a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
● if,
and only if, the last sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration
or qualification.
If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration
or qualification.
Holders
of warrants are not entitled to voting rights or any right to redemption in the event that we consummate a business combination.
8
Corporate
Information
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million
as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with
it in the JOBS Act.
We
are a Cayman Islands exempted company incorporated on May 9, 2018. Our executive offices are located at 100 Park Avenue, New York, NY
10017, and our telephone number is 917-267-4569.
9
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.