10-K
1
f10k2020_helixacquisition.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO
________
COMMISSION FILE NUMBER 001-39630
HELIX ACQUISITION
CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands N/A
Cormorant Asset Management, LP
200 Clarendon Street, 52nd Floor
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (857) 702-0370
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
(1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
There was no aggregate market value of voting and non-voting
common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most
recently completed second fiscal quarter, because the registrant was not in existence on that date.
As of March 31, 2021, the Registrant had
11,930,000 of its Class A ordinary shares, $0.0001 par value per share, and 2,875,000 of its Class B ordinary shares, $0.0001 par value
per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY ii
PART I 1
ITEM 1. BUSINESS. 1
ITEM 1A. RISK FACTORS. 6
ITEM IB. UNRESOLVED STAFF COMMENTS. 29
ITEM 2. PROPERTIES. 29
ITEM 3. LEGAL PROCEEDINGS. 29
ITEM 4. MINE SAFETY DISCLOSURES. 29
ITEM 6. SELECTED FINANCIAL DATA. 30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 33
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. F-1
ITEM 9A. CONTROLS AND PROCEDURES. 34
ITEM 9B. OTHER INFORMATION. 34
PART III 35
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 35
ITEM 11. EXECUTIVE COMPENSATION. 43
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 47
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 48
SIGNATURES 49
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS and risk factor summary
Some of the statements contained in this report
may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward- looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward- looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward- looking statements in this Annual Report on Form 10-K may include, for example, statements
about:
● our ability to select an appropriate target business or businesses;
● our ability to complete our initial business combination;
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the Trust Account not being subject to claims of third parties; or
● our financial performance.
The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report. Should one or more
of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ii
Summary of Risk Factors
An investment in our securities involves a high
degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,”
alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating
results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks
include, but are not limited to:
iii
PART
I
References in this report to “we,”
“us” or the “Company” refer to Helix Acquisition Corp. References to our “management” or our “management
team” refer to our officers and directors, and references to the “Sponsor” refer to Helix Holdings LLC, a Cayman Islands
limited liability company. References to our “initial shareholders” refer to the holders of founder shares.
ITEM 1. BUSINESS.
Introduction
We are a blank check company incorporated on August
13, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any
revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934
(the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On October 22, 2020, we consummated our
initial public offering (the “Initial Public Offering”) of 11,500,000 Class A ordinary shares (the “Public Shares”)
at $10.00 per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000
Public Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000. Prior to the consummation of the Initial Public
Offering, on August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for
3,593,750 Class B ordinary shares. On September 30, 2020, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares,
resulting in the Sponsor holding 2,875,000 Class B ordinary shares (the “founder shares”). In September 2020, the Sponsor
transferred 30,000 founder shares to each of its independent directors. The founder shares included an aggregate of up to 375,000 shares
that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that
the number of founder shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary
shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding
the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000
sounder shares were no longer subject to forfeiture.
Simultaneously with the closing of the Initial
Public Offering, the Company completed the private sale of 430,000 Class A Ordinary Shares (the “Private Placement Shares”)
at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds to the Company of $4,300,000. The
Private Placement Shares are identical to the shares of Class A Ordinary Shares sold in the Initial Public Offering, except that, so long
as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred,
assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration rights.
A total of $115,000,000 comprised of the proceeds from the Initial
Public Offering and the sale of the Private Placement Shares, were placed in a trust account (the “Trust Account”),
located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect
to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the funds held in the
Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial
business combination, (ii) the redemption of any of the Company’s Public Shares properly tendered in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of
the Company’s Public Shares if it does not complete its initial business combination within 24 months from the closing of
the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination
activity, and (iii) the redemption of the Company’s Public Shares if it is unable to complete its initial business combination
within 24 months from the closing of the Initial Public Offering, subject to applicable law. As of December 31, 2020 there was
$115,014,917 in investments and cash held in the Trust Account and $1,335,924 of cash held outside the Trust Account available
for working capital purposes.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate our initial
business combination using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Shares,
the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or
backstop agreements we may enter into following the consummation of the offering or otherwise), shares issued to the owners of the target,
debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may
seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of
development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account
are used for payment of the consideration in connection with our initial business
combination or used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the Trust
Account following the closing for general corporate purposes, including for maintenance
or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in
completing our initial business combination, to fund the purchase of other companies, or for working capital.
Selection of Target Businesses
We have not selected any specific business combination
target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business
combination target with respect to an initial business combination with us. While we may pursue an initial business combination target
in any industry, we intend to focus our search on healthcare or healthcare-related industries. Accordingly, there is no current basis
for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business
combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot
assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those
risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect
a target business.
The rules of Nasdaq require that we must consummate
an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the
net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing
a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the
fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market
value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent
investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria.
While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects, including if such company
is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or
other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such
analysis. As any such opinion, if obtained, would only state that the fair market value meets the 80% of net assets threshold, unless
such opinion includes material information regarding the valuation of the target or the consideration to be provided, it is not anticipated
that copies of such opinion would be distributed to our shareholders. However, if required by Schedule 14A of the Exchange Act, any proxy
solicitation materials or tender offer documents that we will file with the Securities and Exchange Commission (the “SEC”)
in connection with our initial business combination will include such opinion. Unless our board of directors is unable to independently
determine the fair market value of our initial business combination or we complete our initial business combination with an affiliated
entity as described below, we are not required to obtain an opinion from an independent investment banking firm or from an independent
valuation or appraisal firm that regularly prepares fairness opinions that the price we are paying is fair to our company from a financial
point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine
fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy
solicitation materials or tender offer documents, as applicable, related to our initial business combination. In addition, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
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. 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 such business combination 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 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. 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. 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, shares or other equity interests 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 issued and
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 taken into account for purposes of the 80% of net assets test described above. If the business combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
We believe our management team’s significant
operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination
targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate
relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing
businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management
teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
This network has provided our management team with
a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited
to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important
sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention
from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking
to divest non-core assets or divisions.
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. In the event we seek to complete an
initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm
that such an initial business combination is fair to our company from a financial point of view.
Members of our management team and our independent
directors directly or indirectly own founder shares and/or Private Placement Shares following the Initial Public Offering 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 officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and
articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity
that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors
may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.
In evaluating a prospective target business, we
expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document
reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members
of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary 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 calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. 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.
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 hold in connection with the completion
of our initial business combination.
Conduct of Redemptions Pursuant to Tender Offer Rules
In the event we conduct redemptions pursuant
to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such initial business combination.
Upon the public announcement of our initial business
combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
the Exchange Act.
Submission of Our Initial Business Combination to a Shareholder
Vote
In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete
our initial business combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of the holders of the shares present in person or by proxy at a general meeting of the company. A quorum for such meeting will be
present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by
proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers
and directors have agreed to vote their founder shares, Private Placement Shares and any Public Shares purchased during or after the Initial
Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For
purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 4,312,501, or 37.5%,
of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial business combination in order to
have our initial business combination approved (assuming all outstanding shares are voted, the Private Placement Shares issued to our
sponsor are voted in favor of the transaction and the over-allotment option is not exercised). These quorum and voting thresholds,
and the voting agreement of our sponsor, officers and directors, may make it more likely that we will consummate our initial business
combination. Each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
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 sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit
on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions,
subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in
such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the Trust Account
will be used to purchase shares in such transactions. If they engage in such transactions, they will not make any such purchases when
they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation
M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will
comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements. Our sponsor, directors, officers, advisors or any of their affiliates will not
make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
The purpose of any such purchases of shares could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. Any such purchases of our shares may result in the completion of our initial business combination that may not otherwise have
been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares may be reduced and
the number of beneficial holders of our Class A ordinary shares may be reduced, which may make it difficult to maintain or obtain the
quotation, listing or trading of our Class A ordinary shares on a national securities exchange.
Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
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 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 seeking redemption rights with respect to Excess Shares without our prior consent.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 20% of the shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the
Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain amount of cash. 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.
Redemption of Public Shares and Liquidation If No Initial Business
Combination
Our amended and restated memorandum and articles
of association provide that we will have only 24 months from the closing of the Initial Public Offering to complete our initial business
combination. If we are unable to complete our initial business combination within such 24-month 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 earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any) 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 the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law.
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees
We currently have two officers: Bihua Chen, our
Chief Executive Officer, and Jay Scollins, our Chief Financial Officer. These individuals are not obligated to devote any specific number
of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed
our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to
have any full time employees prior to the completion of our initial business combination.
Available Information
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes
in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and
bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street,
52nd Floor, Boston, MA 02116 or by telephone at (857) 702-0370.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk.
You should consider carefully all of the risks described below, together with the other information contained in this Annual Report
on Form 10-K before making a decision to invest in our securities. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline, and you could lose all or part of your investment.
RISKS RELATING TO OUR SEARCH FOR, AND CONSUMMATION
OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION
Our public shareholders may not be afforded an opportunity to vote
on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
We may choose not to hold a shareholder vote to
approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock
exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in 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 otherwise require us to
seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such
approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve
of the business combination we complete.
If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our initial shareholders own, on an as-converted basis, approximately
20% of our issued and outstanding ordinary shares
Our initial shareholders and management team also may from time to
time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association
provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved
if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of the shares
present in person or by proxy at a general meeting of the company, including the founder shares. As a result, in addition to our initial
shareholders’ founder shares, we would need 4,312,501 or 37.5%, of the 11,500,000 Public Shares sold in the Initial Public Offering
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the Private Placement Shares issued to our sponsor are voted in favor of the transaction). Accordingly, if we seek
shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor
of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder
approval for such initial business combination.
Your only opportunity to effect your investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to
vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision
regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be
at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial
business combination.
The ability of our public shareholders to redeem their shares for
cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter
into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for
working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders
exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with
the business combination. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets
to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets
to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above, we would not proceed with such
redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will
be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption rights
with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital
structure.
At the time we enter into an agreement for our
initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have
a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or
arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time
of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will
not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute
to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such
redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The
above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure.
The ability of our public shareholders to exercise redemption rights
with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires
us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate
liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro
rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit
of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the
open market.
The requirement that we complete our initial business combination
within 24 months after the closing of the Initial Public Offering may give potential target businesses leverage over us in negotiating
a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in
particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on
terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must complete our initial business combination within 24 months
from the closing of the Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a business
combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable
to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described
above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that
we would have rejected upon a more comprehensive investigation.
The novel coronavirus, or COVID-19, pandemic, including the efforts
to mitigate its impact, has and may continue to have a material adverse effect on our search for a business combination, as well as any
target business with which we ultimately consummate a business combination.
The COVID-19 pandemic, including efforts to combat
it, has and may continue to adversely affect our search for a business combination. In addition, the outbreak of COVID-19 has resulted
in a widespread health crisis that has and may continue to adversely affect the economies and financial markets worldwide. As such, the
business of any potential target business with which we may consummate a business combination could be materially and adversely affected.
In response to the pandemic, public health authorities
and local, national and international governments have implemented measures that may directly or indirectly impact our ability to search
for and acquire any target business, including measures such as voluntary or mandatory quarantines, restrictions on travel and orders
to limit the activities of non-essential workforce personnel. We may be unable to complete a business combination if concerns relating
to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel,
vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.
In addition, countries or supranational organizations
in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries
or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which the
COVID-19 pandemic impacts our search for and ability to consummate a business combination will depend on future developments, which are
highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic
and the actions to contain it or treat its impact. If the disruptions posed by COVID-19 pandemic continue for an extended period of time
and result in protectionist sentiments and legislation in our target markets, our ability to consummate a business combination, or the
operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. In addition,
our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by the
COVID-19 pandemic.
We may not be able to complete our initial business combination
within 24 months after the closing of the Initial Public Offering, in which case we would cease all operations except for the purpose
of winding up and we would redeem our Public Shares and liquidate.
We may not be able to find a suitable target business
and complete our initial business combination within 24 months after the closing of the Initial Public Offering. Our ability to complete
our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and
the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the
extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business
combination, including as a result of increased market volatility, decreased market liquidity and third party financing being unavailable
on terms acceptable to us or at all. Furthermore, we may be unable to complete a business combination if continued concerns relating to
COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors
and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally, the outbreak of COVID-19
may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such 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 earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) 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 the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law.
If we seek shareholder approval of our initial business combination,
our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares from public shareholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
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 sponsor, directors, officers, advisors or their affiliates may purchase shares or equity-linked securities in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their
affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the Trust Account will be used to purchase shares or equity-linked securities in such transactions. Such purchases
may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights.
In the event that our sponsor, directors, officers, advisors
or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise
their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The
purpose of any such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. Any such purchases may result in the completion of our initial business
combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16
of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public
“float” of our Class A ordinary shares and the number of beneficial holders of our Class A ordinary shares may be reduced,
possibly making it difficult to obtain or maintain the quotation, listing or trading of our Class A ordinary shares on a national securities
exchange.
If a shareholder fails to receive notice of our offer to redeem
our Public Shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering
its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable,
when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder
fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity
to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public
Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to
validly tender or submit Public Shares for redemption. For example, we intend to require our public shareholders seeking to exercise their
redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option,
either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to
the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up
to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct
redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to
also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of
the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed
in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
You will not be entitled to protections normally afforded to investors
of many other blank check companies.
Since the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares are intended to be used to complete an initial business combination with a target business
that has not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because
we have net tangible assets in excess of $5,000,000 upon the completion of the Initial Public Offering and the sale of the Private Placement