Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
On May 16, 2019, the Company consummated its initial
public offering of 4,600,000 Units, which includes the full exercise of the underwriter’s over-allotment option of 600,000 Units.
Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase
one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive 1/10 of an Ordinary Share at the closing
of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $46,000,000. Simultaneously with the closing of the initial public offering, the Company consummated the private placement (“Private
Placement”) of 225,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds
of $2,250,000. The net proceeds from the sale of Units in the initial public offering (including the over-allotment option units) and
the Private Placement were placed in a Trust Account established for the benefit of the Company’s public shareholders.
The Private Units are identical to the units sold
in the initial public offering. Our Sponsor, which purchased all of the Private Units, agreed (A) to vote the private shares underlying
the Private Units (the “Private Shares”) and any public shares acquired by it in favor of any proposed business combination,
(B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association that would affect the substance or
timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the time specified
in our amended and restated memorandum and articles of association, unless we provide our public shareholders with the opportunity to
redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including
the Private Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve our proposed
initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination)
or a vote to amend the provisions of our memorandum and articles of association relating to the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination within the time specified in our amended and
restated memorandum and articles of association and (D) that the Private Shares shall not be entitled to be redeemed for a pro rata portion
of the funds held in the Trust Account if a business combination is not consummated. Additionally, our Sponsor agreed not to transfer,
assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided
the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described
above) until the completion of our initial business combination.
As of May 16, 2019, a total of $46,000,000 of
the net proceeds from the initial public offering (including the over-allotment) and the Private Placement were in a Trust Account established
for the benefit of the Company’s public shareholders.
We paid a total of $1,150,000 in underwriting
discounts and commissions (not including the 4.0% deferred underwriting commission payable at the consummation of initial business combination)
and approximately $383,781 for other costs and expenses related to our formation and the initial public offering.
For a description of the use of the proceeds generated in our IPO,
see Part I, Item 2 of this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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