Item 1A. Risk Factors
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:
● we are a blank check Company with no revenue or basis to evaluate our ability to select a suitable business target;
● we may not be able to select an appropriate target business or businesses and complete our initial business combination, including the Merger, in the prescribed time frame;
● our expectations around the performance of a prospective target business or businesses, including Memic, may not be realized;
● we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;
● our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;
● we may not be able to obtain additional financing to complete our initial business combination or reduce the number of stockholders requesting redemption;
● we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;
● you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;
● trust account funds may not be protected against third party claims or bankruptcy;
● an active market for our public securities’ may not develop and you will have limited liquidity and trading;
● the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;
● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; and
● because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of December 31, 2021, we had $200,884 in our operating bank account and working capital deficit of $1,068,437, which excludes $7,295 of franchise taxes payable that can be paid with the interest earned on the trust. Further, we expect to incur significant costs in pursuit of financing plans and our initial business combination. Management’s plans to address this need are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.
If we do not consummate an initial business combination by December 22, 2022, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to
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continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022.
For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our (i) Registration Statement, (ii) our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021, (iii) our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 filed with the SEC on June 28, 2021, and (iv) our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 filed with the SEC on December 13, 2021. For risk factors relating to Memic and the Merger, please see the Proxy Statement that was filed with the SEC on February 14, 2022.
Item 1B. Unresolved Staff Comments.
Not applicable.
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.