ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of
the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements
and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual
Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors”
and elsewhere in this Annual Report on Form 10-K.
Overview
We are a blank check company
incorporated in the Cayman Islands on February 21, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend
to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the
Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur
significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination
will be successful.
Results of Operations
We have neither engaged in any
operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational
activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating
revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form
of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with searching for, and completing, a Business Combination.
For the period from February 21, 2020 (inception)
through December 31, 2020, we had a net loss of $6,276, which consisted of formation and operating expenses.
Liquidity and Capital Resources
As of December 31, 2020, we had cash of
$30,511. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary
shares by the Sponsors and loans from our Sponsor.
On January 11, 2021, we consummated
the Initial Public Offering of 13,800,000 Units, at a price of $10.00 per Unit, which included the full exercise by the underwriters
of their over-allotment option in the amount of 1,800,000 Units, generating gross proceeds of $138,000,000. Simultaneously with
the closing of the Initial Public Offering, we consummated the sale of 6,840,000 Private Placement Warrants to the Sponsor at a
price of $0.75 per Private Placement Warrant generating gross proceeds of $5,130,000.
Following the Initial Public
Offering, full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $139,380,000 was
placed in the Trust Account, and we had $559,637 of cash held outside of the Trust Account, after payment of costs related to the
Initial Public Offering, and available for working capital purposes. We incurred $8,149,473 in transaction costs, including $2,400,000
of underwriting fees, $5,190,000 of deferred underwriting fees and $559,473 of other offering costs.
We intend to use substantially
all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest
shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw
interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part,
as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital
to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held
outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives
or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete
a Business Combination.
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business
Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business
Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts,
but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into
warrants, at a price of $0.75 per warrant, at the option of the lender. The warrants would be identical to the Private Placement
Warrants.
The Company may extend the period
of time to consummate a Business Combination up to two times, each by an additional three months (until July 11, 2022 to complete
a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor
or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share in either case), on or prior
to the date of the applicable deadline, for each three month extension, providing a total possible Business Combination period
up until July 11, 2022 for a total payment value of $2,070,000 ($0.15 per unit in either case). Any such deposits would be made
in the form of non-interest bearing loans. Such notes would either be paid upon consummation of a Business Combination, or, at
the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement
Warrants at a price of $0.75 per Private Placement Warrant. The Sponsor and its affiliates or designees intend, but are not obligated,
to fund the Trust Account to extend the time for the Company to complete a Business Combination.
We do not believe we will need
to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become
obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may
issue additional securities or incur debt in connection with such Business Combination.
Going Concern
In
connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting
Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as
a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial
doubt about our ability to continue as a going concern. The Company’s Sponsors intend, but are not obligated to, utilize the available
extensions to extend the time to complete the initial business combination. These extensions, along with utilizing the working
capital loans available to the Company, are expected to sustain the Company.No adjustments have been made to the carrying amounts of assets or
liabilities should we extend or be required to liquidate after January 11, 2022.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or
purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities.
As part of our Initial Public
Offering, the underwriters were paid $2,400,000 in cash underwriting fees. The underwriters are also entitled to a deferred fee
of (i) 3.5% of the gross proceeds of the initial 12,000,000 Units sold in the Initial Public Offering, or $4,200,000, and (ii)
5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $990,000. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination,
subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could
materially differ from those estimates. We have not identified any critical accounting policies.
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial
statements.
Item 7A. Quantitative and Qualitative
Disclosures about Market Risk
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary
Data
This information appears following Item
15 of this Report and is included herein by reference.
Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and
Procedures
Disclosure controls are procedures that
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules
and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated
to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief
financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December
31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of December 31, 2020, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and
the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.
Management’s Report on Internal
Controls Over Financial Reporting
This Annual Report on Form 10-K does not
include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
This information appears
following Item 16 of this Report and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROL AND PROCEDURES
Evaluation of disclosure controls and procedures
Disclosure controls
and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,
including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based upon such evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
Management’s report on internal
control over financial reporting
This Annual Report
on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or
an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly
public companies.
During the quarter
ended December 31, 2020, there has been no change in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the effectiveness of
controls
A control system, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures
are designed to provide reasonable assurance of achieving its objectives. Our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
Directors and Executive Officers
Our
current directors and executive officers are as follows:
Name Age Position
Jeffrey Chi 52 Chairman and CEO
Chris Ho 33 Chief Financial Officer and Director
Pei Wei Woo 44 Director
Suneel Kaji 51 Director
Steve Myint 62 Director
Jeffrey Chi has
served as our Chairman of the Board and Chief Executive Officer since our inception. Dr. Chi co-founded Vickers Ventures Partners
in 2005 and is a member of its Investment Committee. From 2013 to April 2017, Dr. Chi also served as the Chairman of the Singapore
Venture Capital and Private Equity Association. From 2001 to 2005, Dr. Chi was with Pegasus Capital, where he initially served
as a Senior Consultant with the Monitor Group and later served as Corporate Finance Specialist and an Executive Director managing
engagements for a wide range of clients in both the public and private sectors. Dr. Chi’s operational background includes
working on the management team of an engineering and construction group where he oversaw operations in Singapore, Malaysia, Taiwan
and Indonesia from 1992 to 1998. Dr. Chi graduated from the University of Cambridge with First Class Honors in Engineering and
has a Ph.D. from the Massachusetts Institute of Technology. He is also a CFA charterholder, and is fluent in English and Mandarin.
We believe Dr. Chi is well-qualified to serve on our board of directors due to his experience and relationships and contacts.
Chris
Ho has served as our Chief Financial Officer and member of our board of directors since our inception. Mr. Ho joined VVP
in 2016 as a Venture Principal, sourcing and evaluating international new investments and acquisitions, with a particular focus
on technology investments. Prior to joining VVP, Mr. Ho worked at ZS Associates, a sales and marketing consulting firm, from January
2014 to April 2017 where he specialized in sales transformation projects. His work ranged from portfolio and business strategy
and customer segmentation to incentive compensation plan design and effectiveness diagnostics, across a broad spectrum of industries
including high-tech, travel and transportation, and agri-chemicals. Mr. Ho received a B.S. in Political Science and an MS in Electrical
Engineering, both from Columbia University. He is fluent in English and Mandarin. We believe Mr. Ho is well-qualified to serve
on our board of directors due to his experience and relationships and contacts.
Pei
Wei Woo has served as a member of our board of directors since October 2020. Since January 2019, Ms. Woo has served as
Managing Director of FOSUN, one of the largest private conglomerates in China with global businesses in healthcare and consumer
products, financial services, tourism, entertainment and real estate. In 2018, Ms. Woo served as head of all international capital
allocation, asset management and investment products at Lu International PTE Ltd., the global financial technology headquarters
for Lufax Holdings, China’s largest online wealth management platform. From 2014 to 2017, she served as Senior Director of
CDPQ Asias Pacific PTE Ltd., one of Canada’s largest pension plans. From 2013 to 2014, she served as Vice President of JPMorgan
Asset Management. From 2007 to 2012, Ms. Woo was a Director at Cenenium Capital Partners, a single family office in New York. From
1999 to 2017, she was a Director at the Economic Development Board in Singapore. Ms. Woo received a B.Sc. in Economics from London
School of Economics and an M.A. in Economics from Yale University. We believe Ms. Woo is well-qualified to serve on our board of
directors due to her experience and relationships and contacts.
Suneel
Kaji has served as a member of our board of directors since October 2020. Since May 2019, Mr. Kaji has served as a Managing
Director of Everstone Capital, which manages in excess of US$6.5 billion, and its Everstone Capital US and Everstone Capital Asia
Pte group of funds, for which he co-leads control equity and special situations investing in consumer and business services and
cross-border investments between the US and Asia. Mr. Kaji was formerly a member of the board of directors of Twelve Seas Investment
Company, a blank check company, from June 2018 until it an initial business combination with Brooge Holdings in December 2019.
Previously from October 2016 through the spring of 2019, Mr. Kaji had served as an employee director of the University of Texas
and Texas A&M System Management Company (UTIMCO), advising on co- and direct principal investments globally as well as emerging
markets’ fund selection. Prior to joining UTIMCO, Mr. Kaji served as a Managing Director of Accordion Partners LLC, a private
equity consultancy with three offices globally. He established and led the firm’s investment affiliate (established in 2014)
that co-invests with the firm’s consultancy clientele. From 2008 to June 2014, Mr. Kaji had been a Managing Director and
Senior Investment Manager-Private Investmentsat
TRG Management (an affiliate of the Rohatyn Group). He managed non-real estate private investment activity across Asia, including
cross-border investments with the US and Australia. He was responsible for origination, evaluation, and structuring of private
equity and distressed credits across diverse industries such as natural resource services, chemicals, logistics, and consumer services.
Mr. Kaji also sat on the boards of two joint venture real estate and infrastructure funds in Asia. From 2003 to 2008, Mr. Kaji
was a Managing Director at the GEM-Kinderhook Funds in New York, focused on mid-cap control investments, structured minority equity
and hybrid credit transactions in the US, as well as opportunistic pursuits in China, the Middle East North Africa region, and
India. From 1999 to 2003, Mr. Kaji was a Principal at Crown Capital Group, a mid-cap private equity group established by DLJ Merchant
Banking, Apollo Management and former employees thereof. Previously he was a Vice President at DLJ Merchant Banking Partners (1996
to 1999), based in New York and Hong Kong. Mr. Kaji started his career in finance with Salomon Brothers (1991 to 1994) and entered
the principal investment business at Goldman Sachs (1995). He graduated from the Wharton School of the University of Pennsylvania
with a Bachelors of Science in Economics, magna cum laude, and Stanford University with an MBA from the Stanford Graduate School
of Business. We believe Mr. Kaji is well-qualified to serve on our board of directors due to her experience and relationships and
contacts.
Dr.Steve Myint has served as a member of our board of directors since October 2020. Dr. Myint has served as a Senior
Fellow to A*Star, a Singapore research agency for economic oriented research in scientific discovery and innovative technology,
since 2010, and a consultant to its commercialization arm, Accelerate. He has also served as an adjunct Professor at Duke-NUS Medical
School since 2015. From 2007 to 2009, he was Chief Medical Officer at BTG International, one of the United Kingdom’s largest
life science companies which was sold to Boston Scientific in 2018. Prior to that, he was Global Medical Director of SmithKline
Beecham (which subsequently became part ort of GlaxoSmithKline) where he was responsible for leading its global development programs.
He is a former Professor of Microbiology & Immunology in Leicester and Dean of Medicine & Head of the Health
Schools at the University of Surrey. He was also the co-founder of Innovatum partners, Finland’s first specialist investor
in life sciences and advisor in life sciences to Finland’s sovereign wealth fund. He is also founder of 42 and ambassador
to Institute of Ethics and Values in Slovenia, both of which promote ethical values in companies and society. He is also chairman
of the boards of SGVector and INeX, Singaporean life science companies. Dr. Myint received a MD from London University and a PhD
from Wurzburg University. We believe Dr. Myint is well-qualified to serve on our board of directors due to his experience and relationships
and contacts.
Director Independence
Nasdaq listing standards
require that a majority of our board of directors be independent. An “independent director” is defined generally as
a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which
in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director.
Our independent directors
will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on
terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by
a majority of our independent and disinterested directors.
Our board of directors
has determined that Pei Wei Woo, Suneel Kaji and Steve Myint are “independent directors” as defined in the Nasdaq listing
standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent
directors are present.
Any
affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of
directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.
Audit Committee
Effective
January 6, 2021, we established an audit committee of the board of directors, in accordance with Section 3(a)(58)(A) of the Exchange
Act, which consists of Pei Wei Woo, Suneel Kaji and Steve Myint, each of whom is an independent director under Nasdaq’s listing
standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited
to:
● discussing with management major risk assessment and risk management policies;
● monitoring the independence of the independent auditor;
● reviewing and approving all related-party transactions;
● appointing or replacing the independent auditor;
Financial Experts
on Audit Committee
The
audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”
as defined under Nasdaq’s listing standards. In addition, we must certify to Nasdaq that the committee has, and will continue
to have, at least one member who has past employment experience in finance or accounting, requisite professional certification
in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Each
member of the audit committee is financially literate and our board of directors has determined that Mr. Kaji qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
Nominating
Committee
Effective
January 6, 2021, we established a nominating committee of the board of directors, which consists of ei Wei Woo, Suneel Kaji and
Steve Myint, each of whom is an independent director under Nasdaq’s listing standards. The nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers
persons identified by its members, management, shareholders, investment bankers and others.
Guidelines
for Selecting Director Nominees
The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be
nominated:
The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background, and
integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating
committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that
arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix
of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
There
have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
Compensation
Committee
Effective
January 6, 2021, we established a compensation committee of the board of directors, which consists of Pei Wei Woo, Suneel Kaji
and Steve Myint, each of whom is an independent director under Nasdaq’s listing standards. The compensation committee’s
duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
● reviewing our executive compensation policies and plans;
Code of Ethics
Effective
January 6, 2021 we adopted a code of ethics that applies to all of our executive officers, directors, and employees. The code of
ethics codifies the business and ethical principles that govern all aspects of our business.
ITEM
11. EXECUTIVE COMPENSATION
Executive Compensation
No
executive officer has received any cash compensation for services rendered to us.
No
compensation or fees of any kind, including finder’s, consulting fees, and other similar fees, will be paid to our initial
shareholders, members of our management team, or their respective affiliates, for services rendered prior to or in connection with
the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive
reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying
potential target businesses, performing business due diligence on suitable target businesses and business combinations, as well
as traveling to and from the offices, plants, or similar locations of prospective target businesses to examine their operations.
There is no limit on the amount of out-of-pocket expenses reimbursable by us.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management, or other
fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the
proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder
meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to
determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination
in a Current Report on Form 8-K, as required by the SEC.
Since
our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive
plans to any of our executive officers or directors.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual
report by:
● each of our officers and directors; and
● all of our officers and directors as a group.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
beneficially owned by them. The following table does not reflect record of beneficial ownership of the warrants included in the
units offered in the IPO or the Private Placement Warrants as these warrants are not exercisable within 60 days of the date hereof.
Vickers Venture Fund VI (Plan) Pte Ltd 320,501 1.9 %
* Less than 1%.
All
of the Founders’ Shares outstanding prior to our IPO have been placed in escrow with Continental Stock Transfer &
Trust Company, as escrow agent, until (1) with respect to 50% of the founders’ shares, the earlier of six months after the
date of the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals
or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50%
of the founders’ shares, six months after the date of the consummation of our initial business combination, or earlier, in
either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar
transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.
During
the escrow period, the holders of the Founders’ Shares will not be able to sell or transfer their securities except for transfers,
assignments or sales (i) to our initial shareholders, officers, directors, consultants or their affiliates, (ii) to an initial
stockholder’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of
the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value
for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation
of our initial business combination, by private sales at prices no greater than the price at which the shares were originally
purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow
agreement and to be bound by these transfer restrictions, but will retain all other rights as our shareholders, including,
without limitation, the right to vote their shares and the right to receive cash dividends, if declared. If dividends are declared
and payable in shares, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate,
there will be no liquidation distribution with respect to the Founders’ Shares.
Equity Compensation
Plans
As
of December 31, 2020, we had no compensation plans (including individual compensation arrangements) under which equity securities
of the registrant were authorized for issuance.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Our initial shareholders
have purchased an aggregate of 3,450,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per
share.
All of the founders’
shares were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect
to 50% of the founders’ shares, the earlier of six months after the date of the consummation of our initial business combination
and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after our initial business combination and (2) with respect to the remaining 50% of the founders’ shares, six months after
the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business
combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders
having the right to exchange their shares for cash, securities or other property. The holders of the founders’ shares have
agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection
with a stockholder vote to approve a proposed initial business combination or any amendment to our charter documents prior to consummation
of an initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination
and (C) that the founders’ shares shall not participate in any liquidating distribution from the trust account upon winding
up if a business combination is not consummated.
Our Sponsors, Vickers
Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd. purchased an aggregate of 6,840,000 Private Placement Warrants
for a total purchase price of $5,130,000. The Private Placement Warrants are identical to the public warrants except that the Private
Placement Warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis so long as they
are held by the initial purchasers or any of their permitted transferees. The initial purchasers have agreed not to transfer, assign
or sell any of the Private Placement Warrants and underlying securities (except to certain permitted transferees) until the completion
of our initial business combination.
In order to meet our
working capital needs following the consummation of our initial public offering, our initial shareholders, officers and directors
or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem
reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation
of our initial business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be redeemed
into warrants at a price of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. In the event
that the initial business combination does not close, we may use a portion of the working capital held outside the trust account
to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
The holders of our
founders’ shares, as well as the holders of the Private Placement Warrants and any warrants our initial shareholders, officers,
directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will
be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that we
register such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights
at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders
of a majority of the private warrants and warrants issued in payment of working capital loans made to us (or underlying securities)
can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation
of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
We currently maintain
our executive offices at 1 Harbourfront Avenue, #16-06, Keppel Bay Tower, Singapore 098632, Singapore. Such space, utilities and
secretarial and administrative services will be provided to us free of charge by an affiliate of our executive officers. We consider
our current office space adequate for our current operations.
No compensation or
fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our initial shareholders, members
of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of
our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement
for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target
businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and
from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on
the amount of out-of-pocket expenses reimbursable by us.
Related Party Policy
Our Code of Ethics,
which we adopted upon consummation of our initial public offering, requires us to avoid, wherever possible, all related party transactions
that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or
the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or
may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive
officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other
than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation
can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result
of his or her position.
We also require each
of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits
information about related party transactions.
Our audit committee,
pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into
such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates
will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions
will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the
members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys
or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested
“independent” directors determine that the terms of such transaction are no less favorable to us than those that would
be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors
and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related
party transactions.
These procedures are
intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict
of interest on the part of a director, employee or officer.
Director Independence
Currently each of Pei
Wei Woo, Suneel Kaji and Steve Myint would each be considered an “independent director” under the Nasdaq listing rules,
which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.
Item 14. Principal Accountant
Fees and Services
The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
Audit Fees. During the period from
February 21, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were approximately
$81,388 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2020
financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees. During the period
from February 21, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render
assurance and related services related to the performance of the audit or review of financial statements.
Tax Fees. During the period from
February 21, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.
All Other Fees. During the period
from February 21, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our
independent registered public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed upon the
consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the
formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de
minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the
completion of the audit).
PART IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
Page
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholder’s Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
(2) Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of this Report the
exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied
at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates or on the SEC website at www.sec.gov.
Exhibit No. Description
3.1 Amended and Restated Memorandum and Articles of Association.**
4.1 Specimen Unit Certificate.**
4.2 Specimen Ordinary Share Certificate.**
4.3 Specimen Warrant Certificate.**
4.6 Description of the Registrant’s Securities.
10.4 Registration Rights Agreement**
10.5 Private Warrants Purchase Agreement between the Registrant and Sponsors.**
10.6 Indemnification Agreement.**
10.7 Administrative Services Agreement.**
14 Code of Ethics.**
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements
of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 31st day of March, 2021.
EDTECHX HOLDINGS ACQUSIITION CORP. II
By: /s/ Chris Ho
Chris Ho
Chief Executive Officer
In accordance with
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Position Date
/s/ Jeffrey Chi Executive Chairman and Chief Investment Officer March 31, 2021
Jeffrey Chi
/s/ Chris Ho Chief Executive Officer and Director March 31, 2021
Chris Ho (Principal Executive Officer)
/s/ Pei Wei Woo Chief Financial Officer March 31, 2021
Pei Wei Woo (Principal Financial and Accounting Officer)
/s/ Suneel Kaji Director March 31, 2021
Suneel Kaji
/s/ Steve Myint Director March 31, 2021
Steve Myint
VICKERS VANTAGE CORP. I
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholder’s Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 to F-14
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholder and the Board of Directors
of
Vickers Vantage Corp. I
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of Vickers Vantage Corp. I (the “Company”) as of December 31, 2020, the related statements of operations,
changes in shareholder’s equity and cash flows for the period from February 21, 2020 (inception) through December 31,
2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial