Item 1A. Risk Factors
As a smaller reporting
company, we are not required to include risk factors in this annual report. However, below is a partial list of material risks,
uncertainties and other factors that could have a material effect on our company and its operations:
For the complete list
of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated October
29, 2021, filed with the SEC on November 2, 2020.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
Our executive offices
are located at 801 S. Pointe Drive, Suite TH-1, Miami Beach, Florida 33139and our telephone number is (305) 671-3341. Our sponsor
provides, at no cost to us, office space, utilities and secretarial and administrative support. We consider our current office
space adequate for our current operations.
Item 3. Legal Proceedings
To the knowledge of
our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in
their capacity as such or against any of our property.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
(a) Market Information
Our units, ordinary
shares and warrants are each traded on the Nasdaq Capital Market under the symbols “BHSEU,” “BHSE” and
“BHSEW, respectively. Our units commenced public trading on October 30, 2020, and our ordinary shares and warrants commenced
public trading separately on December 17, 2020.
(b) Holders
On March 23, 2021, there was one
registered holder of record of our units, two registered holders of record of our ordinary shares and five registered holders of record
of our public warrants.
(c) Dividends
We have not paid any
cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our Board of Directors at such time. In addition,
our Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable
future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.
(d) Securities Authorized for Issuance Under Equity Compensation Plans.
None.
(e) Recent Sales of Unregistered Securities
None.
(f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
(g) Use of Proceeds from the Initial Public Offering
On November 3, 2020,
we consummated our initial public offering (the “IPO”) of 7,500,000 units (the “Units”). Each Unit consists
of one ordinary share and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one-half of
one ordinary share for $11.50 per whole share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
our company of $75,000,000.
A total of $75,750,000
of the proceeds from the IPO and the sale of the private warrants, was placed in a U.S.-based trust account at Morgan Stanley,
N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the trust account
may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company
Act.
Item 6. Reserved
References to the
“Company,” “us,” “our” or “we” refer Bull Horn Holdings Corp. The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements
and related notes included herein.
Cautionary Note Regarding Forward-Looking
Statements
All statements other
than statements of historical fact included in this Annual Report on Form 10-K including, without limitation, statements under
this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our company’s
financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements.
When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,”
“expect,” “intend” and similar expressions, as they relate to us or our company’s management, identify
forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, our company’s management. Actual results could differ materially from those
contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on our company’s behalf are qualified in
their entirety by this paragraph.
The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Overview
We are a blank check
company incorporated in the British Virgin Islands on November 27, 2018 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 our initial public offering and the sale
of the private 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.
While our efforts
to identify a prospective target business will not necessarily be limited to a particular industry, sector or region, since our
initial public offering, we have capitalized on the expertise of our management team in the sports (including sports franchises
or assets related to sports franchises, and sports technology), entertainment and brands sectors.
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 year ended
December 31, 2020, we had net loss of $67,226, which consisted of interest income on marketable securities held in the trust account
of $1,204, offset by operating costs of $68,430.
For the year ended
December 31, 2019, we had net loss of $2,234, which consisted of operating costs.
Liquidity and Capital Resources
On November 3, 2020,
we consummated our initial public offering of 7,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.
Simultaneously with the closing of the initial public offering, we consummated the sale of 3,750,000 private warrants to the Sponsor,
Imperial, I-Bankers and Northland at a price of $1.00 per Private Warrant generating gross proceeds of $3,750,000.
Following the initial
public offering and the sale of the private warrants, a total of $75,750,000 was placed in the trust account. We incurred $4,243,264
in transaction costs, including $1,500,000 of underwriting fees, $2,250,000 of deferred underwriting fees and $493,264 of other
costs.
For the year ended
December 31, 2020, cash used in operating activities was $115,695. Net loss of $67,226 was impacted by interest earned on marketable
securities held in the trust account of $1,204. Changes in operating assets and liabilities used $47,265 of cash from operating
activities.
For the year ended
December 31, 2019, cash used in operating activities was $1,784. Net loss of $2,234 was impacted by changes in operating assets
and liabilities provided $450 of cash from operating activities.
As of December 31,
2020, we had marketable securities held in the trust account of $75,751,204. 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 are using 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 units, at a price of $1.00 per warrant, at the option of the lender. The units would be identical to the private
warrants.
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.
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, other than described below.
The underwriters are
entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the initial public offering, or $2,250,000. The deferred
fee will be paid in cash upon the closing of a business combination from the amounts held in the trust account, 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 identified the following critical accounting policies:
Ordinary Shares Subject to Redemption
We account for our
ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” ordinary shares subject to mandatory redemption are classified
as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified
as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our
control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are
presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.
Net Loss Per Ordinary Share
We apply the two-class
method in calculating earnings per share. Ordinary shares subject to possible redemption, which are not currently redeemable and
are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares,
if redeemed, only participate in their pro rata share of the trust account earnings. Our net income is adjusted for the portion
of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the
trust account and not our income or losses.
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
Following the consummation
of our initial public offering, the net proceeds of our initial public offering and our private placement, including amounts in
the trust account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or
in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe
there will be no associated material exposure to interest rate risk. We have not engaged in any hedging activities since our inception
on November 27, 2018. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.
Item 8. Financial Statements and Supplementary Data
This information appears following Item
15 of this Report and is included herein by reference.
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
Not applicable.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
As of the date of
this report, our directors and officers are as follows:
Name Age Position
Robert Striar 46 Chief Executive Officer and Director
Christopher Calise 45 Chief Financial Officer and Director
Stephen Master 52 Director
Michael Gandler 43 Director
Jeff Wattenberg 65 Director
Doug Schaer 48 Director
Baron Davis 41 Director
The experience of
our directors and executive officers is as follows:
Robert Striar, our
Chief Executive Officer and a director since our inception, has served as the President of M Style, a leading strategy, marketing
and branding firm specializing in sports, entertainment and consumer products, since 2008. Mr. Striar has worked in the sports
strategy, marketing and branding space in the United States and Europe for 20 years, cultivating and enriching brand and sponsorship
programs at a variety of levels. Mr. Striar’s client roster has included global federations and international sports
leagues as well as a wide variety of Fortune 500 brands, including Disney, the National Football League Players’ Association,
National Hockey League and Warner Brothers. Mr. Striar has worked with teams and leagues for strategic planning, commercial
development and operations. Mr. Striar has also served as a Partner in Ceres Platinum since 2017. Mr. Striar has served
as Chairman of Strategy for China-US Business Alliance since 2018 and as the President of the Alumni of the Pro Hockey Players
Association since 2017. We believe Mr. Striar is qualified to serve as our director due to his operational experience and
his network of contacts.
Christopher Calise,
our Chief Financial Officer and a director since our inception, has over 15 years of experience in the finance and insurance industries
and has been responsible for setting the strategic vision for Crown Global, a domestic and international private placement insurance
holding company, as well as overseeing its day-to-day management, including finance, operations and sales, since 2010. He
also works closely with both internal and external sales and marketing in the development of new product initiatives, as well
as evaluating new markets. Prior to joining Crown Global, Mr. Calise was a principal at LSC Investors, LLC, from 2001 to
2009, where he advised The Second City, Inc. and Narciso Rodriguez and restructured Phillips de Pury & Luxembourg, a
large global auction house. From 1999 to 2001, he was an associate with Crown Capital Group, Inc., a private equity investment
firm focused on assisting middle-market companies build value over the long term and was one of the founding members of Fresh
Direct, LLC. Mr. Calise was also a consultant with the Industrial Products Group at PriceWaterhouse in its Chicago office,
from 1997 to 1999. Mr. Calise is a member of the board of Song4Life and Student Finance League Inc. Mr. Calise received
a Bachelor of Arts in Economics from the University of Chicago, as well as certifications in insurance and finance. We believe
Mr. Calise is qualified to serve as our director due to his operational and executive experience.
Stephen Master has
served as one of our directors since October 2020. Mr. Master is currently the Managing Director of Master Consulting LLC,
a global sports media & gaming advisory firm. Mr. Master is also advising several leading venture capital firms
on their investments in the sports betting space as well as the AGA on the Sports Betting Initiative and is a member of their
Sports Betting Task Force. For the prior ten years, he served as the Global Head of the Sports Group at the Nielsen Company and
was the co-founder of the Nielsen eSports practice. Prior to joining Nielsen, Mr. Master was the VP of Business Development
of Corporate Sponsorships at the National Football League. Before the NFL, Mr. Master worked at Octagon Worldwide as the VP of
Marketing Solutions where he worked with leading brands to incorporate sports, music & entertainment into their marketing
portfolios as well as to activate and leverage those investments at retail. Mr. Master also previously worked at the National
Basketball Association, where he served as the Director of Business Development in the International Group. Mr. Master graduated
with a BBA from the University of Michigan, received an MBA from the Kellogg School of Management at Northwestern University and
is currently an adjunct professor at NYU’s Stern School of Business where he teaches a Sports & Entertainment Marketing
course. We believe that Mr. Master’s executive experience and financial expertise qualifies him to serve as a director
of our company.
Michael Gandler has
served as one of our directors since October 2020. With a career spanning 20 years in the sports and entertainment industry, Michael
Gandler has been active globally in the commercialization and marketing of some of the world’s most prominent sports and
entertainment properties. Currently, Michael is the Managing Director of SENT Sports, a media and entertainment company owned
by Indonesia’s Djarum Group and also serves as the Chief Executive Officer of storied Italian football club Como 1907, the
acquisition of which he negotiated in 2019. Previously, from July of 2015 to December of 2018, he was the Chief Revenue Officer
for FC Internazionale di Milano (“Inter Milan”), where he oversaw all areas of commercialization for the club, including
media rights, sponsorship, retail, licensing, ticketing, international academies and the clubs global marketing efforts. Prior
to joining Inter Milan, from to August 2013 to July 2015, he was the founder and President of Major League Revenue, a boutique
agency specializing in the commercialization of sports and entertainment properties. From July 2004 to April 2011, Mr. Gandler
was also a senior executive at Major League Soccer, where he oversaw global sponsorships and media, and is credited with the negotiation
of landmark sponsorship and international media rights deals for the league. In addition to his work on the property side of the
business, Mr. Gandler also spent a total of 6 years working for sports marketing agencies, overseeing business development
and marketing efforts for IMG College properties as well as some of the most prestigious events across the Americas including
the CONCACAF Gold Cup, Copa America and FIFA World Cup Qualifying. Mr. Gandler has led the commercial efforts behind international
properties expanding into the U.S. market, including FC Barcelona, Manchester United, the Mexican Soccer Federation and others.
Mr. Gandler holds a Bachelor of Arts degree in Economics from Connecticut College and an Master of Science degree in Sports
Management from the Centre International d’Etude du Sport. We believe that Mr. Gandler’s extensive and varied
professional experience well qualifies him to serve as a director of our company.
Jeff Wattenberg has
served as one of our directors since October 2020. Mr. Wattenberg is a private investor and Wall Street veteran. He is the
founder and former President of a broker dealer with 200 brokers and is also a founder and former President of Telecuba Holdings,
a telecom firm that secured licenses from the FCC to connect the United States with Cuba direct via satellite. He was a seed round
investor in InterAmericas Communications (aka FirstCom) which was sold to ATT, and a seed round investor in Worldport Communications
which was sold to Energis U.K. for $600 million. He was the founder and President of Briefserve, the largest digital legal
brief archive in the United States, which was sold to Westlaw, a division of Thomson Reuters. In addition, Jeffrey was a Board
Member of the Association of Volleyball Professionals. He was directly involved in raising over $20 million in capital for
the league and secured tour sponsorships in excess of $25 million for the AVP. He was co-founder of Flash Flood for
Good, a non-profit initiative in partnership with The Clinton Global Initiative, Proctor & Gamble and Crispin Porter
Bogusky. Mr. Wattenberg earned a Bachelor of Arts degree in Accounting from Pace University. We believe that Mr. Wattenberg’s
financial expertise qualifies him to serve as a director of our company.
Doug Schaer has served
as one of our directors since October 2020. Mr. Schaer was a long-time certified player agent by the Major League Baseball
Players Association. An experienced entrepreneur, operator and business strategist, Mr. Schaer specializes in franchise asset
development and foundation building in the entertainment, music and sports genres. Doug is coming off a 3 year stint as Chief
Operating Officer for LiveXLive Media, Inc. (NASDAQ: LIVX), a global digital media company dedicated to music and live entertainment,
while also serving as Chief Advisor to two-time NBA All-Star, entrepreneur, investor, and businessman, Baron Davis (via Baron
Davis Enterprises). Previously, Doug co-founded and served as COO for Hero Ventures LLC, an innovative live entertainment
production and touring company that obtained a license from Marvel Entertainment to utilize their intellectual property to launch
a production called “The Marvel Experience,” a touring, branded and themed attraction in North America, which was
ultimately extended to international release. To this day, Mr. Schaer continues to serve on the board of directors of Hero
Ventures. Mr. Schaer earned a BA in Government from Wesleyan University and a J.D. from the University of Southern California,
Gould School of Law. We believe that Mr. Schaer’s executive experience well qualifies him to serve as a director of
our company.
Baron Davis has served
as one of our directors since October 2020. Mr. Davis is a former two-time NBA All-Star and current entrepreneur,
investor, and businessman investing in early-stage companies with a focus on media and technology. He has also founded and incubated
several companies under his banner, Baron Davis Enterprises (“BDE”). During his 13-year NBA career, Baron played
for the Charlotte Hornets, the Golden State Warriors, the Los Angeles Clippers, the Cleveland Cavaliers, and the New York Knicks.
His game was known for its electrifying style, power and composure in high-pressure situations. Since his turning to entrepreneurship,
Baron has formed numerous successful enterprises under his BDE banner including: Business Inside the Game (“BIG”),
the Black Santa Company, and Sports Lifestyle in Culture (“SLIC”), his media platform and content studio. All of Baron’s
business endeavours revolve around the objective of combining creative talent with original publication and production to develop
and provide educational and heart-warming stories that appeal to global audiences of all ages, backgrounds, and interests. We
believe that Mr. Davis is well qualified to serve a director due to his experience as a participant and investor in the sports
and entertainment industry.
Committees of the board of directors
Our board of directors
has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception,
the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised
solely of independent directors. The charter of each committee is available on our website at www.bullhornse.com.
Audit Committee
We have established
an audit committee of the board of directors. Messrs. Master, Gandler, Wattenberg and Schaer serve as members of our audit committee.
Mr. Wattenberg serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we
are required to have three members of the audit committee all of whom must be independent. Messrs. Master, Gandler, Wattenberg
and Schaer are independent.
Each member of the
audit committee is financially literate and our board of directors has determined that Mr. Wattenberg qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
Responsibilities of
the audit committee include:
Compensation Committee
We have established
a compensation committee of the board of directors. The members of our Compensation Committee are Messrs. Master and Gandler.
Mr. Master serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details
the principal functions of the compensation committee, including:
● reviewing and approving the compensation of all of our other officers;
● reviewing our executive compensation policies and plans;
The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel
or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing
nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by
law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can
satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Messrs.
Master, Gandler, Wattenberg and Schaer. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors
will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed
nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.
We have not formally
established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general,
in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional
experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders.
Our board of directors
is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term.
The term of office of the first class of directors, consisting of Messrs. Gandler, Wattenberg and Schaer, will expire at the first
annual meeting. The term of office of the second class of directors, consisting of Messrs. Striar, Calise and Master, will expire
at the second annual meeting.
Code of Conduct and Ethics
We have adopted a
Code of Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and
our audit and compensation committee charters as exhibits to the registration statement in connection with our initial public
offering. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In
addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments
to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Item 11. Executive Compensation
Compensation Discussion and Analysis
No compensation will
be paid to our sponsor, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation
of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. Our independent directors will review on a quarterly basis all payments that were made to our sponsor,
officers, directors or our or their affiliates.
After the completion
of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management
or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business
combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination
business will be responsible for determining executive and director compensation. Any compensation to be paid to our officers
will be determined by our compensation committee.
We do not intend to
take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial
business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment
or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or
selecting a target business but we do not believe that the ability of our management to remain with us after the consummation
of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
The Compensation Committee
has reviewed and discussed the Compensation Discussion and Analysis with management and, based upon its review and discussions,
the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in
this Annual Report on Form 10-K for the year ended December 31, 2020.
The following table
sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 2021 based on information obtained
from the persons named below, with respect to the beneficial ownership of ordinary shares, by:
● all our executive officers and directors as a group.
In the table below,
percentage ownership is based on 9,375,000 ordinary shares, issued and outstanding as of March 30, 2021. Voting power represents
the voting power of ordinary shares owned beneficially by such person. On all matters to be voted upon, the holders of the ordinary
shares vote together as a single class. The table below does not include the ordinary shares underlying the private warrants held
or to be held by our officers or sponsor because these securities are not exercisable within 60 days of this report.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially
owned by them.
Bull Horn Holdings Sponsor LLC (our sponsor) (2) 1,875,000 20 %
Stephen Master (3) — —
Michael Gandler (3) — —
Jeff Wattenberg (3) — —
Doug Schaer (3) — —
Barron Davis (3) — —
All directors and executive officers as a group (6 individuals) 1,875,000 20 %
Other 5% Stockholders
Lighthouse Investment Partners(5) 575,000 6.1 %
Shaolin Capital Management LLC (6) 500,000 5.3 %
* less than 1%
Securities Authorized for Issuance
under Equity Compensation Table
None
Changes in Control
None.
In November 2018,
in anticipation of the expected issuance of 2,156,250 founder shares to our sponsor, our sponsor paid certain of our company’s
deferred offering costs with the $25,000 purchase price of the founder shares. As of December 31, 2018, one founder share was
issued to our sponsor. The remaining 2,156,249 founder shares were issued to our sponsor on January 28, 2019.
On December 10, 2020,
the underwriters notified our company that they would not be exercising the Over-Allotment Option and as a result, our sponsor,
returned 281,250 ordinary shares to us for no consideration and such ordinary shares were canceled. Also effective December
10, 2020, by agreement between our sponsor and the underwriters, an aggregate of 375,000 private warrants were assigned by the
underwriters to our sponsor.
Other than the foregoing,
no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment
of a loan, has been or will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers,
prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination
(regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. We do not have a policy that prohibits our sponsor, executive officers or directors, or any
of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit
committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates
and determines which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
On November 18, 2018,
as amended on December 23, 2019, our company issued an unsecured promissory note (the “Promissory Note”) to our sponsor,
pursuant to which our company could borrow up to an aggregate principal amount of $300,000. The note was non-interest bearing
and payable on the earlier of (i) December 31, 2020 or (ii) the consummation of the initial public offering. As of September 30,
2020 and December 31, 2019, there was $177,329 and $152,644, respectively, outstanding under the Promissory Note. The outstanding
balance under the Promissory Note of $194,830 was repaid at the closing of the initial public offering on November 3, 2020.
In addition, in order
to finance transaction costs in connection with an intended initial 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 on a non-interest bearing basis as may be
required. If we complete an initial business combination, we would repay such loaned amounts. 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. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants,
including as to exercise price, exercisability and exercise period. We do not expect to seek loans from parties other than our
sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our trust account.
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 our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation
will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider
our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine
executive and director compensation.
We have entered into
a registration and shareholder rights agreement with respect to the private warrants, the warrants issuable upon conversion of
working capital loans (if any) and the ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder
shares.
Item 14. Principal Accountant Fees and Services.
The following is a
summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.
Audit Fees. Audit
fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are
normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered
for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective
periods and other required filings with the SEC for the year ended December 31, 2020 totaled approximately $43,000. The aggregate
fees of Marcum related to audit services in connection with our initial public offering totaled approximately $38,000. The above
amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees.
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the
audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31,
2020 and 2019.
Tax Fees. We
did not pay Marcum for tax planning and tax advice for the year ended December 31, 2020 and 2019.
All Other Fees.
We did not pay Marcum for other services for the year ended December 31, 2020 and 2019.
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 Financial Statement Schedules
(a) The following documents are filed as part of this Report:
(1) Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Shareholders’ Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(2) Financial Statements Schedule
All financial statement
schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information
is presented in the financial statements and notes beginning on page F-1.
(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 on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary
Not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Board of Directors
of
Bull Horn Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying
balance sheets of Bull Horn Holdings Corp. (the “Company”) as of December 31, 2020 and 2019, the related statements
of operations, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31,
2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and
the results of its operations and its cash flows for the two years in the period ended December 31, 2020, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express
no such opinion.
Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
/s/
Marcum LLP
Marcum LLP
We have served as the Company’s
auditor since 2019.
Houston, TX
March 31, 2021
BULL HORN HOLDINGS CORP.
BALANCE SHEETS
December 31,
ASSETS
Current Assets
Deferred offering costs — 171,040
Marketable securities held in Trust Account 75,751,204 —
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accrued offering costs — 2,758
Promissory note – related party — 152,644
Deferred underwriting fee payable 2,250,000 —