Item
1. Financial Statements
GOLDENBRIDGE
ACQUISITION LIMITED
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
September 30,
2021
|
|
|
June 30,
2021
|
|
|
|
|
|
|
(Revised)
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
638,139
|
|
|
$
|
754,440
|
|
Prepayments
|
|
|
84,039
|
|
|
|
134,139
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
722,178
|
|
|
|
888,579
|
|
Cash and investments held in trust account
|
|
|
57,505,706
|
|
|
|
57,499,151
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
58,227,884
|
|
|
$
|
58,387,730
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accrued liabilities and other payable
|
|
$
|
179,980
|
|
|
$
|
77,500
|
|
Amount due to a related party
|
|
|
9,981
|
|
|
|
9,981
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
189,961
|
|
|
|
87,481
|
|
Warrant liabilities
|
|
|
730,000
|
|
|
|
740,000
|
|
Deferred underwriting compensation
|
|
|
2,012,500
|
|
|
|
2,012,500
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
2,932,461
|
|
|
|
2,839,981
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Ordinary shares, subject to possible redemption: 5,750,000 shares as of September 30, 2021 and June 30, 2021 (at redemption value of $10.00 per share)
|
|
|
57,500,000
|
|
|
|
57,500,000
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ deficit:
|
|
|
|
|
|
|
|
|
Ordinary shares; no par value; unlimited shares authorized; 1,816,250 shares issued and outstanding as of September 30, 2021 and June 30, 2021, respectively
|
|
|
2,755,000
|
|
|
|
2,755,000
|
|
Accumulated deficit
|
|
|
(4,960,909
|
)
|
|
|
(4,703,585
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
1,332
|
|
|
|
(3,666
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders’ deficit
|
|
|
(2,204,577
|
)
|
|
|
(1,952,251
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
|
$
|
58,227,884
|
|
|
$
|
58,387,730
|
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLDENBRIDGE
ACQUISITION LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Three Months ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Formation, general and administrative expenses
|
|
$
|
(269,268
|
)
|
|
$
|
(131,152
|
)
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
10,000
|
|
|
|
-
|
|
Interest income
|
|
|
1,944
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,944
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(257,324
|
)
|
|
$
|
(131,152
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale securities
|
|
|
1,332
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
$
|
(255,992
|
)
|
|
$
|
(131,152
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption
|
|
|
5,750,000
|
|
|
|
-
|
|
Basic and diluted net income per share, ordinary shares subject to possible redemption
|
|
$
|
(0.03
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary shares attributable to Goldenbridge Acquisition Limited
|
|
|
1,816,250
|
|
|
|
1,437,500
|
|
Basic and diluted net loss per share, ordinary shares attributable to Goldenbridge Acquisition Limited
|
|
$
|
(0.03
|
)
|
|
$
|
(0.09
|
)
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLDENBRIDGE
ACQUISITION LIMITED
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Three Months ended September 30, 2021
|
|
|
|
Ordinary shares
|
|
|
Accumulated
other comprehensive
|
|
|
Accumulated
|
|
|
Total
shareholders’
|
|
|
|
No. of shares
|
|
|
Amount
|
|
|
income
|
|
|
Deficit
|
|
|
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of July 1, 2021 (Revised)
|
|
|
1,816,250
|
|
|
$
|
2,755,000
|
|
|
$
|
(3,666
|
)
|
|
$
|
(4,703,585
|
)
|
|
$
|
(1,952,251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gain on available-for-sales securities
|
|
|
-
|
|
|
|
-
|
|
|
|
6,507
|
|
|
|
-
|
|
|
|
6,507
|
|
Realized holding gain on available-for-sales securities
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,509
|
)
|
|
|
-
|
|
|
|
(1,509
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(257,324
|
)
|
|
|
(255,992
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2021
|
|
|
1,816,250
|
|
|
$
|
2,755,000
|
|
|
$
|
1,332
|
|
|
$
|
(4,960,909
|
)
|
|
$
|
(2,204,577
|
)
|
|
|
Three Months ended September 30, 2020
|
|
|
|
Ordinary shares
|
|
|
Accumulated
|
|
|
Total shareholders’
|
|
|
|
No. of shares
|
|
|
Amount
|
|
|
deficit
|
|
|
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of July 1, 2020
|
|
|
1,437,500
|
|
|
$
|
25,000
|
|
|
$
|
(34,625
|
)
|
|
$
|
(9,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(131,152
|
)
|
|
|
(131,152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2020
|
|
|
1,437,500
|
|
|
$
|
25,000
|
|
|
$
|
(165,777
|
)
|
|
$
|
(140,777
|
)
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLDENBRIDGE
ACQUISITION LIMITED-
UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Three months ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Net loss
|
|
$
|
(257,324
|
)
|
|
$
|
(131,152
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
|
(10,000
|
)
|
|
|
-
|
|
Interest income earned in cash and investments held in trust account
|
|
|
(1,557
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Decrease in prepayment
|
|
|
50,100
|
|
|
|
-
|
|
Increase in accrued liabilities and other payable
|
|
|
102,480
|
|
|
|
6,090
|
|
Increase in deferred offering costs
|
|
|
-
|
|
|
|
(74,945
|
)
|
Net cash used in operating activities
|
|
|
(116,301
|
)
|
|
|
(200,007
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Advances from a related party, net
|
|
|
-
|
|
|
|
159,980
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
|
159,980
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH
|
|
|
(116,301
|
)
|
|
|
(40,027
|
)
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
754,440
|
|
|
|
76,317
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
638,139
|
|
|
$
|
36,290
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Deferred offering costs paid by a related party
|
|
$
|
-
|
|
|
$
|
74,945
|
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
NOTE
1 – ORGANIZATION AND BUSINESS BACKGROUND
Goldenbridge
Acquisition Limited (“Goldenbridge” the “Company” or “we”, “us” and “our”)
is a newly organized blank check company incorporated on August 12, 2019, under the laws of the British Virgin Islands for the purpose
of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets
of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities
(Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating
a Business Combination, the Company intends to focus on opportunities in the artificial intelligence and any other related technology
innovations market in North America.
CVS
X Limited (“CVSX”) is a company incorporated on May 11, 2021, under the laws of the Cayman Island for the purpose of effecting
the Business Combination. CVSX is wholly owned by Goldenbridge.
Smart
CVS Limited (“SCL”, or together with CVSX, “the subsidiaries”) is a company incorporated on May 21, 2021, under
the laws of the Cayman Island for the purpose of effecting the Business Combination. SCL is wholly owned by CVSX.
AgiiPlus
Global Inc., (“PubCo”) is a company incorporated in the Cayman Islands for the purpose of effecting the Business Combination
and to serve as the vehicle for, and be subsumed by, AgiiPlus Inc., pursuant to the Acquisition Merger. PubCo is wholly owned by the
Goldenbridge.
AgiiPlus
Corporation Inc., (“Merger Sub”) is a company incorporated in the Cayman Islands for the purpose of effecting the Business
Combination and to serve as the vehicle for, and be subsumed by, AgiiPlus Inc., pursuant to the Acquisition Merger. Merger Sub is wholly
owned by the PubCo.
On
September 30, 2021, the Company entered into a definitive agreement or non-binding letter of intent to acquire a company, AgiiPlus Inc.,
(“AgiiPlus”). The aggregate consideration to be paid to AgiiPlus shareholders for the Acquisition Merger is $520 million,
payable in the form of a number of newly issued Purchaser Ordinary Shares (the “Closing Payment Shares”) valued at the $10.00
per share. Under the Merger Agreement, 1,000,000 shares of the Closing Payment Shares (“Escrow Shares”) to be issued will
be held in escrow for a period of 6 months after the closing to satisfy indemnification obligations.
As
of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s
formation and the proposed public offering as described below. The Company has selected June 30 as its fiscal year end.
Financing
The
registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 4) was
declared effective by the United States Securities and Exchange Commission (“SEC”) on March 1, 2021. The Company consummated
the Public Offering on March 4, 2021 of 5,000,000 units at $10.00 per unit (the “Public Units’). Subsequently, on March 9,
2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. Concurrently with the Public Offering,
the Company sold to Cross Wealth Investment Holding Limited (the “Sponsor”) 350,000 private units at a price of $10.00 per
unit and sold to Maxim Group LLC for $100 an option to purchase 287,500 units at an exercise price of $11.50 per unit. The Company received
net proceeds of approximately $59,162,906 (which includes deferred underwriting commissions of $2,012,500). Transaction costs amounted
to $1,837,194, consisting of $1,437,500 of underwriter’s fees and $399,694 of other offering costs.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Trust
Account
Upon
the closing of the Public Offering and the private placement, $57,500,000 was placed in a trust account (the “Trust Account”)
with Continental Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United
States government treasury bills, bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial
business combination within the required time period and (ii) the redemption of 100% of the outstanding public shares if the Company
has not completed an initial business combination in the required time period. Placing funds in the Trust Account may not protect those
funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective
target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies
held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held
in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing
general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to
pay the Company’s tax obligations.
Business
Combination
Pursuant
to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees
and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution
of a definitive agreement for our initial business combination, although the Company may structure a business combination with one or
more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed
on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire
100% of the equity interests or assets of the target business or businesses.
The
Company may, however, structure a business combination where the Company merges directly with the target business or where the Company
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% test.
The
Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders
may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes
then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer
for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but
not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities
from Equity. The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001
upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares
of the Company voted are voted in favor of the business combination.
In
connection with any shareholder vote required to approve any business combination, the Initial Shareholders have agreed (i) to vote any
of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the
Company, ordinary shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued
in connection with the Public Offering, whether acquired in or after the effective date of the IPO, in favor of the initial business
combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares
in connection with any tender offer the Company engages in.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Liquidation
If
the Company does not complete a business combination within 12 months from the consummation of the Public Offering, it will trigger an
automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.
As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies
Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, dissolution
and liquidation. However, if the Company anticipates that the Company may not be able to consummate its initial business combination
within 12 months, the Company may, but is not obligated to, extend the period of time to consummate a business combination three times
by an additional three months each time (for a total of up to 21 months to complete a business combination). Pursuant to the terms of
the amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental
Stock Transfer & Trust Company, LLC on the effective date of the Registration Statement, in order to extend the time available for
the Company to consummate the initial business combination, the Company’s insiders or their affiliates or designees, upon five
days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share), on or prior to
the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory note equal to the amount
of any such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are
funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial
business combination, or, at the lender’s discretion, converted upon consummation of the business combination into additional private
units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the private units upon conversion
of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial
business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable
deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three
days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline
announcing whether or not the funds had been timely deposited. The Company’s insiders and their affiliates or designees are not
obligated to fund the trust account to extend the time for the Company to complete the initial business combination. To the extent that
some, but not all, of the Company’s insiders, decide to extend the period of time to consummate the Company initial business combination,
such insiders (or their affiliates or designees) may deposit the entire amount required. If the Company is unable to consummate the Company’s
initial business combination within such time period, the Company will, as promptly as possible but not more than ten business days thereafter,
redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including
a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate
and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire
and will be worthless.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The
accompanying unaudited condensed consolidated financial statements are presented in U.S. Dollars and conformity with accounting principles
generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim
financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation
of the results for these periods. Operating results for the interim period ended September 30, 2021 are not necessarily indicative of
the results that may be expected for the fiscal year ending June 30, 2022. The information included in this Form 10-Q should be read
in conjunction with Management’s Discussion and Analysis, and the consolidated financial statements and notes thereto included
in the Company’s Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on September 1, 2021.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
|
●
|
Principles
of consolidation
|
The
condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries
are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to
govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a
majority of votes at the meeting of directors.
The
accompanying condensed consolidated financial statements reflect the activities of the Company and each of the following entities:
Name
|
|
Background
|
|
Ownership
|
CVS
X Limited (“CVSX”)
|
|
A Cayman Island company Incorporated on
May 11, 2021
|
|
100% Owned by Goldenbridge
|
Smart
CVS Limited (“SCL”)
|
|
A Cayman Island company Incorporated on
May 21, 2021
|
|
100% Owned by CVSX
|
AgiiPlus
Global Inc., (“PubCo”)
|
|
A Cayman Island company Incorporated on
August 6, 2021
|
|
100% Owned by Goldenbridge
|
AgiiPlus
Corporation Inc., (“Merger Sub”)
|
|
A Cayman Island company Incorporated on
August 25, 2021
|
|
100% Owned by Purchaser
|
|
●
|
Emerging
growth company
|
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
In
preparing these condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements and the reported expenses during the reporting period.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual
results may differ from these estimates.
|
●
|
Cash
and cash equivalents
|
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021 and June 30, 2021.
|
●
|
Cash
and investments held in Trust Account
|
At
September 30, 2021, the assets held in the Trust Account are held in cash and US Treasury securities.
The
Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each
balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale
securities are recorded in other comprehensive income. The Company evaluates its investments to assess whether those with unrealized
loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration
in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses
and declines in value determined to be other than temporary are determined based on the specific identification method and are reported
in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss).
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant
holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The initial
fair value of the Private Warrants was estimated using a Black-Scholes model (see Note 9).
|
●
|
Ordinary
Shares Subject to Possible Redemption
|
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing
Liabilities from Equity. Ordinary shares subject to mandatory redemption (if any) 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 the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares feature certain redemption rights that are subject to occurrence of uncertain future events and considered to be outside
of the Company’s control. Accordingly, at September 30, 2021 and June 30, 2021, 5,750,000 and 5,750,000 ordinary shares subject
to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s
condensed consolidated balance sheets.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A –
Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet
date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion of the Public Offering.
|
●
|
Fair Value of Financial Instruments
|
FASB
ASC Topic 820 Fair Value Measurements and Disclosures defines fair value, the methods used to measure fair value and the expanded
disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques
consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes
a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These
inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing
the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s
assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information
available in the circumstances.
The
fair value hierarchy is categorized into three levels based on the inputs as follows:
Level
1
|
—
|
Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
|
Level
2
|
—
|
Valuations
based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived
principally from or corroborated by market through correlation or other means.
|
Level
3
|
—
|
Valuations
based on inputs that are unobservable and significant to the overall fair value measurement.
|
The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value
Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash
equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September
30, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities
that were measured at fair value on a recurring basis.
|
●
|
Concentration of Credit Risk
|
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the condensed consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or
deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable
income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British
Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of June 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position.
The
Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated
using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted
average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to
redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders.
As of September 30, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement
to purchase an aggregate of 3,050,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is
contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have
any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share
in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
The
net loss per share presented in the unaudited condensed statement of operations is based on the following:
|
|
For the Three Months Ended September
30,
|
|
|
2021
|
|
|
2020
|
|
Net loss
|
|
$
|
(257,324
|
)
|
|
$
|
(131,152
|
)
|
|
|
|
|
|
|
For the Three Months Ended September
30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
Redeemable
Ordinary
shares
|
|
|
Non-Redeemable
Ordinary
shares
|
|
|
Redeemable
Ordinary
shares
|
|
|
Non-Redeemable
Ordinary
shares
|
|
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net income/(loss)
|
|
$
|
(195,554
|
)
|
|
$
|
(61,770
|
)
|
|
$
|
-
|
|
|
$
|
(131,152
|
)
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
5,750,000
|
|
|
|
1,816,250
|
|
|
|
-
|
|
|
|
1,437,500
|
|
Basic and diluted net income/(loss) per share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
-
|
|
|
$
|
(0.09
|
)
|
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
|
●
|
Recent
accounting pronouncements
|
The
Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material
impact on the results of operations, financial condition, or cash flows, based on the current information.
NOTE
3 - REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In
preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021, the
Company concluded it should revise its condensed consolidated financial statements to classify all ordinary shares subject to possible
redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic
480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of
the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified
a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter
provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less
than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus
would be required to be disclosed outside equity. As a result, the Company revised its previously filed financial statements to classify
all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its
Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted
in charges against accumulated deficit. Pursuant to ASC Topic 250, Accounting Changes and Error Corrections issued by the FASB
and Staff Accounting Bulletin 99, Materiality (“SAB 99”) issued by the SEC, the Company determined the impact of the
error was immaterial.
The
following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the period, indicated:
|
|
As
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Revised
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of March 4, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares Subject to Possible Redemption
|
|
$
|
44,036,880
|
|
|
$
|
5,963,120
|
|
|
$
|
50,0000,000
|
|
Ordinary Shares
|
|
|
5,318,526
|
|
|
|
2,563,526
|
|
|
|
2,755,000
|
|
Accumulated deficit
|
|
|
(318,522
|
)
|
|
|
(3,399,594
|
)
|
|
|
(3,718,116
|
)
|
Total shareholders’ equity
|
|
|
5,000,004
|
|
|
|
(5,963,120
|
)
|
|
|
(963,116
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares Subject to Possible Redemption
|
|
|
50,929,247
|
|
|
|
6,570,753
|
|
|
|
57,500,000
|
|
Ordinary shares
|
|
|
5,476,159
|
|
|
|
(2,721,159
|
)
|
|
|
2,755,000
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
(477,244
|
)
|
|
|
(3,849,594
|
)
|
|
|
(4,326,838
|
)
|
Total Shareholders’ Equity (Deficit)
|
|
|
5,000,007
|
|
|
|
(6,570,753
|
)
|
|
|
(1,570,746
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of June 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares Subject to Possible Redemption
|
|
|
50,547,744
|
|
|
|
6,952,256
|
|
|
|
57,500,000
|
|
Ordinary shares
|
|
|
5,857,662
|
|
|
|
(3,102,662
|
)
|
|
|
2,755,000
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
(853,991
|
)
|
|
|
(3,849,594
|
)
|
|
|
(4,703,585
|
)
|
Total Shareholders’ Equity (Deficit)
|
|
|
5,000,005
|
|
|
|
(6,952,256
|
)
|
|
|
(1,952,251
|
)
|
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
NOTE
4 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT
As
of September 30, 2021, investment securities in the Company’s Trust Account consisted of $57,500,550 in United States Treasury
Bills and $5,156 in cash. As of June 30, 2021, investment securities in the Company’s Trust Account consisted of $57,496,825 in
United States Treasury Bills and $2,326 in cash The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale
marketable securities are recorded at their estimated fair value on the accompanying September 30, 2021 balance sheet. The carrying value,
including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on September 30,
2021 and June 30, 2021 are as follows:
|
|
Carrying Value as of September 30, 2021 (unaudited)
|
|
|
Gross Unrealized Holding Gain
|
|
|
Fair Value as of September 30, 2021
(unaudited)
|
|
Available-for-sale marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
57,499,218
|
|
|
$
|
1,332
|
|
|
$
|
57,500,550
|
|
|
|
Carrying Value as of June 30, 2021
|
|
|
Gross Unrealized Holding (Loss)
|
|
|
Fair Value as of June 30, 2021
|
|
Available-for-sale marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
57,500,491
|
|
|
$
|
(3,666
|
)
|
|
$
|
57,496,825
|
|
NOTE
5 – INITIAL PUBLIC OFFERING
On
March 4, 2021, the Company sold 5,000,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists
of one ordinary share of the Company, no par value per share (the “Public Shares”), one right (the “Public Rights”)
and one redeemable warrant (the “Public Warrants”). Each Public Right entitles the holder to receive one-tenth (1/10) of
an ordinary share upon consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half
(1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business
combination. In addition, the Company has granted Maxim Group LLC, the underwriter of the Public Offering, a 45-day option to purchase
up to 750,000 Public Units solely to cover over-allotments. On March 9, 2021, the underwriters exercised the option in full of 750,000
units at a price of $10.00 per unit.
If
the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire
and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation
of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional
paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and
Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights
will be based on the closing price paid by investors.
The
Company paid an upfront underwriting discount of $1,437,500 (2.5%) of the per unit offering price to the underwriter at the closing of
the Public Offering, with an additional fee of $2,012,500 (the “Deferred Discount”) of 3.5% of the gross offering proceeds
payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter
from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the
Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter
is not entitled to any interest accrued on the Deferred Discount.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
On March 5, 2021, Maxim Group, LLC exercised their
right to acquire option to purchase up to a total of 287,500 units (the “Unit Purchase Option”) at $11.50 per unit for $100.
As of September 30, 2021, the Unit Purchase Option has not been exercised.
NOTE
6 – PRIVATE PLACEMENT
Simultaneously
with the closing of the Public Offering, the Company consummated a private placement of 350,000 Private Units, at $10.00 per unit, purchased
by the Sponsor.
The
Private Units are identical to the units sold in the Public Offering except that the private warrants will be non-redeemable and may
be exercised on a cashless basis.
NOTE
7 – RELATED PARTY TRANSACTIONS
Founder
and Additional Shares
In
August 2019, 10,000 shares were sold. In September 2020, the Company issued another 1,427,500 ordinary shares resulting in an aggregate
of 1,437,500 ordinary shares (the “Founder Shares”) outstanding to our initial shareholders, for an aggregate purchase price
of $25,000, or approximately $0.017 per share. All share and per share information have been retroactively adjusted to reflect the share
split. The Founder Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares
after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering
and excluding the Private Units and underlying securities). In January 2021, the Sponsor transferred 300,000 of its insider shares to
Golden Bridge Holding, LLC, 606,061 shares to Scienjoy Inc., 30,000 shares to Lucky Link International Limited and 60,606 shares to Can
Wu.
The
initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees)
until (1) with respect to 50% of the founder shares, the earlier of six months after the completion of a Business Combination and the
date on which the closing price of the ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading
day period commencing after a Business Combination and (2) with respect to the remaining 50% of the founder shares, six months after
the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes
a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the
right to exchange their ordinary shares for cash, securities or other property.
Amounts
due to related parties
As
of September 30, 2021 and June 30, 2021, the balances due to related parties were $9,981 and $9,981, respectively. The balance is unsecured,
interest-free and has no fixed terms of repayment.
Administrative
Services Agreement
The
Company is obligated, commencing from June 1, 2020, to pay Golden Bridge Capital Limited, which is also owned by Mr. Jining Li, the Company’s
director and also the affiliate of the Sponsor, a monthly fee of $10,000 for general and administrative services. This agreement will
terminate upon completion of the Company’s business combination or the liquidation of the trust account to public shareholders.
Related
Party Extensions Loan
The
Company will have until 12 months from the consummation of the Initial Public Offering to consummate the initial Business Combination.
However, if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months,
the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three times by an additional
three months each time (for a total of up to 21 months to complete a Business Combination). Pursuant to the terms of our amended and
restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer
& Trust Company, in order to extend the time available for us to consummate our initial Business Combination, the Company’s
insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust
Account $575,000 ($0.10 per share), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing,
unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a
Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation
of our initial Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into
additional private units at a price of $10.00 per unit.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Director’s
Remuneration
The
Company is obligated, commencing from June 1, 2020, to pay Yongsheng Liu, which is our CEO, a monthly fee of HK$50,000 for his service
to the Company.
NOTE
8 – SHAREHOLDER’S EQUITY
Ordinary
shares
The
Company is authorized to issue unlimited ordinary shares with no par value. Holders of the Company’s ordinary shares are entitled
to one vote for each share. At September 30, 2021, there were 1,816,250 ordinary shares issued and outstanding (excluding 5,750,000 shares
subject to redemption).
Accumulated
Other Comprehensive Income (Loss)
The
table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification
out of AOCI.
|
|
Available-for-sale securities
|
|
Balance as of July 1, 2021
|
|
$
|
(3,666
|
)
|
Other comprehensive gain before reclassifications
|
|
|
6,507
|
|
Amounts reclassified from AOCI into interest income
|
|
|
(1,509
|
)
|
Balance as of September 30, 2021
|
|
$
|
1,332
|
|
Warrants
Each
public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject
to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for
a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.
No
public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary
shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current
intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.
Notwithstanding
the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective
within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is
an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each
holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by
dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of
exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was
$15, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration
is not available, holders will not be able to exercise their warrants on a cashless basis.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
The
warrants will become exercisable on the later of the completion of an initial business combination. The warrants will expire at 5:00
p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.
The
Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued
to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant:
●
|
at any time while the Public
Warrants are exercisable,
|
●
|
upon not less than 30 days’
prior written notice of redemption to each Public Warrant holder,
|
●
|
if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and
|
●
|
if, and only if, there
is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the
time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption.
|
If
the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her
or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price
as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete
the redemption.
The
redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.
Rights
Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive
one-tenth (1/10) of an ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all
ordinary shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated
Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will not
be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert
his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of a Business
Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its
additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely
tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination
in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Public Rights to receive
the same per share consideration the holders of ordinary shares will receive in the transaction on an as-converted into ordinary shares
basis.
The
Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down
to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands law. As
a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’
rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period
and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect
to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to
deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the
Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
NOTE
9 – FAIR VALUE MEASUREMENTS
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The
following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring
basis as of September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine
such fair value.
|
|
September 30, 2021
|
|
|
Quoted Prices In Active
Markets
|
|
|
Significant
Other Observable
Inputs
|
|
|
Significant Other Unobservable Inputs
|
|
Description
|
|
(Unaudited)
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
57,500,550
|
|
|
$
|
57,500,550
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
730,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
730,000
|
|
*
|
included
|
in
cash and investments held in trust account on the Company’s balance sheet.
|
The
private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed
consolidated balance sheets.
The
Company established the initial fair value for the private warrants at $770,000 on March 4, 2021, the date of the Company’s Initial
Public Offering, using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the
private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares
subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The
warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
The
key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:
|
|
September 30,
2021
|
|
|
June 30,
2021
|
|
Input
|
|
|
|
|
|
|
Share price
|
|
$
|
9.92
|
|
|
$
|
9.98
|
|
Risk-free interest rate
|
|
|
0.98
|
%
|
|
|
0.87
|
%
|
Volatility
|
|
|
53
|
%
|
|
|
55
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Warrant life
|
|
|
5 years
|
|
|
|
5 years
|
|
As
of September 30, 2021 and June 30, 2021, the aggregate value of the Private Warrants was $0.73 and 0.74 million, respectively. The change
in fair value from June 30, 2021 to September 30, 2021 was approximately $(10,000).
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower
than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of
the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires
significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed
each period based on changes in estimates or assumptions and recorded as appropriate.
NOTE
10 – COMMITMENTS AND CONTINGENCIES
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for
a target company, there has been a significant impact as of the date of these financial statements. The financial statements do not include
any adjustments that might result from the future outcome of this uncertainty.
Registration
Rights
The
holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon
conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of a majority of these securities
will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder 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 Placement Warrants and warrants issued in payment of Working
Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company
consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.
GOLDENBRIDGE ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$), except for number of shares)
Deferred
Underwriter Compensation
The
Company is committed to pay the Deferred Discount of 3.5% of the gross offering proceeds, in the amount of $2,012,500 of the Public Offering,
to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest
accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business
Combination.
Unit
Purchase Option
The
Company sold to Maxim for $100, an option to purchase 287,500 units exercisable, at $11.50 per unit commencing at any time between the
first and fifth anniversary of the effective date of the registration statement relating to its initial public offering. The purchase
option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on March 4, 2026. The option and the
units, as well as the ordinary shares and warrants to purchase ordinary shares that may be issued upon exercise of the option, have been
deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date
of the registration statement of which this prospectus forms a part or the commencement of sales in the Public Offering pursuant to Rule
5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be
subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.
Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated prior to March 4, 2022 except to any underwriters
and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy
back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which
forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise
of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which
will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted
in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However,
the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.
Right
of First Refusal
Subject
to certain conditions, the Company granted Maxim, for a period of 15 months after the date of the consummation of the business combination,
a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case
of a three-handed deal, 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with
FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of
the registration statement of which this prospectus forms a part.
NOTE
11 – SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before this unaudited financial statements are issued, the Company has evaluated all events
or transactions that occurred after September 30, 2021, up through the date was the Company issued the unaudited condensed consolidated
financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Goldenbridge
Acquisition Limited. References to our “management” or our “management team” refer to our officers and directors,
references to the “Sponsor” refer to Cross Wealth Investment Holding Limited. The following discussion and analysis of the
Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes
thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q
including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward-looking statements. For information identifying important
factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to
the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the
“SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.
Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We
are a blank check company incorporated in the British Virgin Islands on August 12, 2019 and formed for the purpose of entering into a
merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one
or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the initial
public offering and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.
We
presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than the active
solicitation of a target business with which to complete a business combination. We have relied upon the sale of our securities and loans
from our officers and directors to fund our operations.
On
March 4, 2021, the Company consummated its initial public offering of 5,000,000 Unit. Subsequently, on March 9, 2021, the underwriters
exercised the option in full of 750,000 units, which was consummated on March 11, 2021. Each Public Unit consists of one ordinary share
of the Company, no par value per share (the “Public Shares”), one right (the “Public Rights”) and one redeemable
warrant (the “Public Warrants”). Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon
consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share,
and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $5,750,000. Simultaneously with the closing of the initial
business combination, the Company consummated the Private Placement of 350,000 units at a price of $10.00 per Private Unit, generating
total proceeds of $3,500,000. A total of $57,500,000 of the net proceeds from the sale of Public Units in the initial business combination
(including the over-allotment option units) and the Private Placements were placed in a trust account established for the benefit of
the Company’s public shareholders. The Company incurred $1,837,194 in initial public offering related costs, including $1,437,500
of underwriting fees and $399,694 of initial public offering costs.
We
will not issue fractional shares. As a result, one must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per
full share, to validly exercise the warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of the rights
upon closing of a business combination.
Our
management has broad discretion with respect to the specific application of the net proceeds of the initial business combination and
the Private Placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a business
combination.
Results
of Operations
Our
entire activity from inception up to March 4, 2021 was in preparation for the initial public offering. Since the initial public offering,
our activity has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues
until the closing and completion of our initial business combination. We expect to 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. We expect our expenses
to increase substantially after this period.
For
the three months ended September 30, 2021, we had a net loss of $257,324, which was comprised of operating costs of $269,268, offset
by a change in the fair value of the warrant liability of $10,000 and interest income of $1,944, interest earned on the marketable securities
held in Trust Account of $1,332 and unrealized gain on marketable securities held in the Trust.
Liquidity
and Capital Resources
As
of September 30, 2021, we had cash of $638,139. Until the consummation of the initial public offering, the Company’s only source
of liquidity was an initial purchase of ordinary shares by the Sponsor, monies loaned by the Sponsor under a certain unsecured promissory
note and advances from the Sponsor.
On
March 4, 2021, we consummated the initial public offering of 5,000,000 Public Units at a price of $10.00 per unit, generating gross proceeds
of $50,000,000. Subsequently, on March 9, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per
unit, generating gross proceeds of $7,500,000. Simultaneously with the closing of the initial public offering, we consummated the sale
of 350,000 Private Units, at a price of $10.00 per unit, generating gross proceeds of $3,500,000.
Following
the initial public offering and the exercise of the over-allotment option, a total of $5,750,000 was placed in the Trust Account. We
incurred $1,837,194 in initial public offering related costs, including $1,437,500 of underwriting fees and $399,694 of initial public
offering Costs.
We
intend to use substantially all of the net proceeds of the initial public offering, including the funds held in the Trust Account, to
acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole
or in part as consideration to effect our business combination, the remaining proceeds held in the Trust Account, as well as any other
net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds
could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions
and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses
or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside
of the Trust Account were insufficient to cover such expenses.
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, and structure, negotiate
and 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. This belief
is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest,
we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we
have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of our initial business combination.
However, if our estimate of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less
than the actual amount necessary to do so, or the amount of interest available to use from the trust account is minimal as a result of
the current interest rate environment, we may be required to raise additional capital, the amount, availability and cost of which is
currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members
of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us. In
the event that the 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. Such loans would be evidenced by
promissory notes. The notes would either be paid upon consummation of our business combination, without interest, or, at the lender’s
discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional Private Units
at a price of $10.00 per unit. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.
Off-balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2021. 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 an agreement
to pay our Sponsor a monthly fee of $10,000 for general and administrative services, including office space, utilities and administrative
services to the Company. We began incurring these fees on June 1, 2020 and will continue to incur these fees monthly until the earlier
of the completion of the business combination and the Company’s liquidation. Also, we are committed to the below:
Registration
Rights
The
holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon
conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights pursuant to a registration
rights agreement signed on the effective date of the Public Offering. The holders of a majority of these securities are entitled to make
up to two demands that the Company register such securities. The holders of the majority of the Founder 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 Placement Warrants and warrants issued in payment of Working Capital Loans made to the
Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business
Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.
Underwriting
Agreement
The
Company is committed to pay the Deferred Discount of 3.5% of the gross offering proceeds, in the amount of $2,012,500 of the Public Offering,
to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest
accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business
Combination.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) 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. The Company has not identified any significant accounting
policies.
Warrants
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant
holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants
are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Ordinary
Shares Subject To Possible Redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing
Liabilities from Equity. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is 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 the Company’s control)
are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events.
Net
Loss Per Share
The
Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is computed by
dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject
to possible redemption. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding,
plus to the extent dilutive, the incremental number of ordinary shares to settle rights and other ordinary share equivalents (currently
none outstanding), as calculated using the treasury stock method. Ordinary shares subject to possible redemption at September 30, 2021
and June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of
basic and diluted loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.
The Company has not considered the effect of rights that convert into 287,500 ordinary shares in the unit purchase option sold to the
underwriter, in the calculation of diluted loss per share, since the conversion of the rights into ordinary shares would be anti-dilutive.