|
British Virgin Islands
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
N/A
(I.R.S. Employer
Identification Number) |
|
|
Daniel L. Forman
Proskauer Rose LLP Eleven Times Square New York, New York 10036 Tel: (212) 969-3000 Fax: (212) 969-2900 |
| |
Michael Killourhy
Ogier Ritter House, 6th Floor Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands, VG1110 Tel: (+1284) 852 7300 |
| |
Christian O. Nagler
Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | ||||||||||||||||||||||||||||
Title of Each Class of Security Being
Registered |
| | |
Amount
Being Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed
Maximum Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee |
| ||||||||||||
Units, each consisting of one ordinary share of no par value
and one-third of one Warrant(2)(3) |
| | | | | 11,500,000 | | | | | | $ | 10.00 | | | | | | $ | 115,000,000 | | | | | | $ | 12,546.50 | | |
Ordinary Shares of no par value, included as part of the Units(3)
|
| | | | | 11,500,000 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Warrants included as part of the Units(3)
|
| | | | | 3,833,334 | | | | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | | | | | | $ | 115,000,000 | | | | | | $ | 12,546.50(5) | | |
| | |
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| | | | F-1 | | |
| | |
August 25, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)
|
| | | $ | (44,100) | | | | | $ | 97,521,922(2) | | |
Total assets
|
| | | $ | 66,022 | | | | | $ | 101,021,922(3) | | |
Total liabilities
|
| | | $ | 44,100 | | | | | $ | (3,500,000) | | |
Value of ordinary shares which may be redeemed for cash
|
| | | $ | — | | | | | $ | 92,521,920(4) | | |
Shareholders’ equity
|
| | | $ | 21,922 | | | | | $ | 5,000,002 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
From offering
|
| | | $ | 100,000,000 | | | | | $ | 115,000,000 | | |
From private placements
|
| | | | 3,500,000 | | | | | | 3,800,000 | | |
Total gross proceeds
|
| | | | 103,500,000 | | | | | | 118,800,000 | | |
Estimated Offering expenses(1) | | | | | | | | | | | | | |
Underwriting discount (2.0% of gross proceeds from offering, excluding deferred portion)
|
| | | | 2,000,000(2) | | | | | | 2,300,000(2) | | |
Legal fees and expenses
|
| | | | 220,000 | | | | | | 220,000 | | |
Nasdaq listing fee
|
| | | | 50,000 | | | | | | 50,000 | | |
Printing and engraving expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
Accounting fees and expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
FINRA filing fee
|
| | | | 17,750 | | | | | | 17,750 | | |
D&O insurance
|
| | | | 100,000 | | | | | | 100,000 | | |
SEC registration fee
|
| | | | 14,927 | | | | | | 14,927 | | |
Miscellaneous expenses
|
| | | | 32,323 | | | | | | 32,323 | | |
Total offering expenses
|
| | | | 2,500,000 | | | | | | 2,800,000 | | |
Net proceeds | | | | | | | | | | | | | |
Held in the trust account(4)
|
| | | | 100,000,000 | | | | | | 115,000,000 | | |
Not held in the trust account
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
Total net proceeds
|
| | | $ | 101,000,000 | | | | | $ | 116,000,000 | | |
Use of net proceeds not held in the trust account(4)(5) | | | | | | | | | | | | | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination
|
| | | $ | 300,000 | | | | | | 30.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 10.0% | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
| | | | 300,000 | | | | | | 30.0% | | |
Nasdaq continued listing fees
|
| | | | 50,000 | | | | | | 5.0% | | |
Working capital to cover miscellaneous expenses and reserves
|
| | | | 250,000 | | | | | | 25.0% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
|
Public offering price
|
| | | | | | | | | $ | 10.00 | | |
|
Net tangible book value before this offering
|
| | | $ | (0.02) | | | | | | | | |
|
Increase attributable to new investors and private sales
|
| | | | 1.41 | | | | | | | | |
|
Pro forma net tangible book value after this offering
|
| | | | | | | | | | 1.39 | | |
|
Dilution to new investors
|
| | | | | | | | | $ | 8.61 | | |
|
Percentage of dilution to new investors
|
| | | | | | | | | | 86.1% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial shareholders (founder shares)
|
| | | | 2,500,000(1) | | | | | | 19.46% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.01 | | |
Shareholders with respect to private shares
|
| | | | 350,000 | | | | | | 2.72% | | | | | | 3,500,000 | | | | | | 3.38% | | | | | $ | 10.00 | | |
Public shareholders
|
| | | | 10,000,000 | | | | | | 77.82% | | | | | | 100,000,000 | | | | | | 96.60% | | | | | $ | 10.00 | | |
Total
|
| | | | 12,850,000 | | | | | | 100.00% | | | | | $ | 103,525,000 | | | | | | 100.00% | | | | | | | | |
| Numerator: | | | | | | | |
|
Net tangible book value before the offering
|
| | | $ | (44,100) | | |
|
Net proceeds from this offering and private placements of private units
|
| | | | 101,000,000 | | |
|
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering
|
| | | | 66,022 | | |
|
Less: Deferred underwriting discount
|
| | | | (3,500,000) | | |
|
Less: Proceeds held in the trust account subject to redemption
|
| | | | (92,251,920) | | |
| | | | | $ | 5,000,002 | | |
| Denominator: | | | | | | | |
|
Ordinary shares outstanding prior to this offering
|
| | | | 2,500,000(1) | | |
|
Ordinary shares to be sold as part of the units in this offering
|
| | | | 10,000,000 | | |
|
Ordinary shares to be sold as part of the private units in the private placement
|
| | | | 350,000 | | |
|
Less: Shares subject to redemption
|
| | | | (9,252,192) | | |
| | | | | | 3,597,808 | | |
| | |
As at August
25, 2020 |
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Amount payable to related party
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commission
|
| | | | — | | | | | | 3,500,000 | | |
Ordinary shares, no par value, actual; -0- and as adjusted; 9,252,192 shares which are subject to possible redemption
|
| | | | — | | | | | | 92,521,920(3) | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preferred shares, no par value, unlimited shares authorized; none issued or outstanding
|
| | | | — | | | | | | — | | |
Ordinary shares, no par value, unlimited shares authorized; 2,875,000
shares issued and outstanding, actual; 3,597,808(2) issued and outstanding (excluding 9,252,192 shares subject to possible redemption), as adjusted |
| | | | 25,000 | | | | | | 5,003,080 | | |
Accumulated deficit
|
| | | | (3,078) | | | | | | (3,078) | | |
Total shareholders’ equity:
|
| | | | 21,922 | | | | | | 5,000,002 | | |
Total capitalization
|
| | | $ | 21,922 | | | | | $ | 101,021,922(4) | | |
Type of Transaction
|
| |
Whether
Shareholder Approval is Required |
|
Purchase of assets | | |
No
|
|
Purchase of stock of target not involving a merger with the company | | |
No
|
|
Merger of target with a subsidiary of the company | | |
No
|
|
Merger of the company with a target | | |
Yes
|
|
Entering into contractual agreements with a target to obtain control | | |
No
|
|
| | |
Redemptions in Connection with our
Initial Business Combination |
| |
Redemptions if we fail to Consummate
our Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account | | | If we are unable to consummate our initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share, whether or not the underwriters’over-allotment option is exercised in full), including interest less taxes payable and less | |
| | |
Redemptions in Connection with our
Initial Business Combination |
| |
Redemptions if we fail to Consummate
our Initial Business Combination |
|
| | | (which is initially anticipated to be $10.00 per share, whether or not the underwriters’ over-allotment option is exercised in full), including interest less taxes payable, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | such net interest to pay dissolution expenses, divided by the number of then outstanding public shares | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | The redemption of our public shares if we fail to consummate our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $100,000,000 of the net offering proceeds, which includes the $3,500,000 net proceeds from the sale of the private units ($115,000,000, including $3,800,000 net proceeds from the sale of the private units, if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company, | | | Approximately $85,050,000 of the offering proceeds, representing the gross proceeds of this offering, less allowable underwriting commissions, expenses and company deductions under Rule 419 would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | maintained by Continental Stock Transfer & Trust Company acting as trustee. | | | | |
Investment of net proceeds
|
| | $100,000,000 of the net offering proceeds, which includes the $3,500,000 net proceeds from the sale of the private units ($115,000,000, including $3,800,000 net proceeds from the sale of the private units, if the underwriters’ over-allotment option is exercised in full) held in trust will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to shareholders is reduced by any taxes paid or payable. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter into such initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin to trade separately on the 52nd day after the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on | | | No trading of the units or the underlying ordinary shares or warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering. | | | | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of a business combination and 12 months from the closing of this offering and, accordingly, will be exercised only after the trust account has been terminated and distributed. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the limitations described herein and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. If we seek shareholder approval (assuming we are not deemed to be a foreign private issuer at such time), we will consummate our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In such case, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | If we do not decide to hold a shareholder vote (so long as it is not required by the Companies Act or Nasdaq), we will, pursuant to our memorandum and articles of | | | | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed business combination and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. | | | | |
Business combination deadline
|
| | If we are unable to complete our initial business combination by 24 months from the closing of this offering, we will, as soon as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be effected as required by function of our memorandum and articles of association and prior to any voluntary winding up. | | | If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
Release of funds
|
| | Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier; (1) of the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity. Assuming an interest rate of 0.10% per year, we estimate the interest earned on the trust account will be approximately $100,000 per year; however, we can provide no assurances regarding this amount. | | | | |
| | |
Terms of Our Offering
|
| |
Terms of Many Blank
Check Offerings |
| |
Impact on Whether a Particular
Business Combination is Completed |
|
Requirement to conduct a tender offer or hold a shareholder vote
|
| | We will provide our public shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination on the terms described in this prospectus. We intend to seek shareholder approval in connection with our initial business combination, unless we are deemed to be a foreign private issuer at such time. In such case, unless we are deemed to be a foreign private issuer at such time, we will conduct the redemptions in conjunction with a proxy solicitation | | | Many blank check companies are required to file a proxy statement with the SEC and hold a shareholder vote to approve their initial business combination regardless of whether such a vote is required by law. These blank check companies may not consummate an initial business combination if the majority of the company’s public shares voted are voted against a proposed business combination. | | | Our ability to consummate our initial business combination without conducting a shareholder vote in the event that a shareholder vote is not required by law may increase the likelihood that we will be able to complete our initial business combination and decrease the ability of public shareholders to affect whether or not a particular business combination is completed. | |
| | |
Terms of Our Offering
|
| |
Terms of Many Blank
Check Offerings |
| |
Impact on Whether a Particular
Business Combination is Completed |
|
| | | pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and file proxy materials with the SEC. | | | | | | | |
| | | If shareholder approval is not required by the Companies Act or Nasdaq in connection with our initial business combination, or if we are deemed to be a foreign private issuer at such time (in which case we would be required to conduct a tender offer under SEC rules rather than seeking shareholder approval), we may, for business or legal reasons, decide to conduct these redemptions pursuant to the tender offer rules without filing a proxy statement with the SEC and without conducting a shareholder vote to approve our initial business combination. | | | | | | | |
Required shareholder vote if we hold a shareholder vote
|
| | If we seek shareholder approval in conjunction with the consummation of our initial business combination (assuming we are not deemed to be a foreign private issuer at such time), a majority of all shares voted that are entitled to vote are required to approve the business combination. | | | Many blank check companies require that majority of the public shares that are voted and entitled to vote approve the business combination. | | | Our ability to consummate our initial business combination by allowing all of our shareholders, including the initial shareholders, to vote in connection with our business combination will increase the likelihood that we will be able to complete our initial business combination. | |
Requirement to vote against a business
|
| | If we seek shareholder approval in conjunction | | | Many blank check companies require | | | The ability of our public shareholders to vote in | |
| | |
Terms of Our Offering
|
| |
Terms of Many Blank
Check Offerings |
| |
Impact on Whether a Particular
Business Combination is Completed |
|
combination in order to redeem
|
| | with the consummation of our initial business combination (assuming we are not deemed to be a foreign private issuer at such time), each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | public shareholders to vote against the proposed business combination in order to redeem their shares. | | | favor of a business combination and redeem their shares may increase the likelihood that we will be able to complete our initial business combination and decrease the ability of public shareholders to affect whether or not a particular business combination is completed. | |
Limited Redemption Rights of 15% Public Shareholders
|
| | If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules (assuming we are not deemed to be a foreign private issuer at such time), our memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than | | | Many blank check companies limit the redemption rights of 10% – 20% public shareholders and limit the voting rights of such public shareholders. | | | We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. | |
| | |
Terms of Our Offering
|
| |
Terms of Many Blank
Check Offerings |
| |
Impact on Whether a Particular
Business Combination is Completed |
|
| | | 15% of the shares sold in this offering) for or against our initial business combination. | | | | | | | |
Redemption threshold
|
| | We do not have a specified maximum redemption threshold apart from the limitation that we will not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination. Furthermore, the redemption threshold may be further limited by the terms and conditions of our initial business combination. If too many public shareholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares and the related business combination, and instead may search for an alternate business combination. | | | Many blank check companies are not permitted to consummate an initial business combination if more than a specified percentage of the shares sold in such company’s initial public offering, which percentage threshold has typically been between 19.99% and 39.99%, elect to redeem or redeem their shares in connection with the shareholder vote. | | | The absence of a redemption threshold in our offering will make it easier for us to consummate our initial business combination even if a substantial majority of our shareholders do not agree. | |
Name
|
| |
Age
|
| |
Position
|
|
Dr. Stelios Papadopoulos | | | 72 | | | Chairman of the Board | |
Parag Saxena | | | 65 | | | Chief Executive Officer, Director | |
Dr. Evangelos (Vangelis) Vergetis | | | 40 | | | President, Chief Operating Officer and Director | |
Gonzalo Cordova | | | 65 | | | Chief Financial Officer | |
Shrikant Sathe | | | 65 | | | Senior Vice President | |
Atanuu Agarrwal | | | 31 | | | Vice President | |
Daphne Karydas | | | 47 | | | Director | |
William Campbell | | | 76 | | | Director Nominee* | |
Nina Shapiro | | | 72 | | | Director Nominee* | |
Amitabh (Amit) Singhal | | | 52 | | | Director Nominee* | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Dr. Stelios Papadopoulos
|
| |
Biogen Inc.
|
| |
Biopharmaceuticals
|
| |
Chairman
|
|
| Exelixis, Inc. | | | Biotechnology | | | Chairman | | ||
| Regulus Therapeutics Inc. | | | Biopharmaceuticals | | | Chairman | | ||
Parag Saxena
|
| |
New Silk Route Partners Ltd (and affiliated entities)
|
| |
Asset Management
|
| |
CEO and Director
|
|
| Vedanta Partners, LLC (and affiliated entities) | | | Asset Management | | | CEO and Member of Board of Managers | | ||
| Tenzing Acquisition Corp. | | | Asset Management | | | Chairman | | ||
| Tenzing LLC | | | Asset Management | | | Managing Member | | ||
| Ascend Telecom Infrastructure Private Limited | | | Telecom Towers | | | Director | | ||
| Augere Holdings (Netherlands) BV | | | Telecom Services | | | Director | | ||
| Loan Frame Technologies PTE Ltd. | | |
Financial Technology
|
| | Director | | ||
| SetuServ, Inc. | | | Software Services | | | Director | | ||
| CereSpir Inc. | | | Pharmaceutical Research | | | Director | | ||
| Arduino Holdings Limited | | | Asset Management | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | |
Cercacor Laboratories, Inc.
|
| |
Medical Devices
|
| |
Director
|
|
| Weikfield Foods Private Limited | | | Consumer Packaged Goods | | | Director | | ||
|
Eco Valley Farms and Foods Ltd
|
| | Consumer Packaged Goods | | | Director | | ||
| Puruvaras Consultancy Private Ltd | | | Business Consulting | | | Director | | ||
| CHIPS. Health, Ltd. | | | Healthcare Platform | | | Director | | ||
| Bio Bharat Ltd. (and affiliated entities) | | | Biotechnology | | | Director | | ||
Dr. Evangelos (Vangelis) Vergetis
|
| |
Intelligencia, Inc.
|
| |
Data Science
|
| |
President, CEO and Director
|
|
| Alliance for Artificial Intelligence in Healthcare | | | Global Advocacy | | | Director | | ||
Gonzalo Cordova
|
| |
Vedanta Management, LP
|
| |
Asset Management
|
| |
Partner, Portfolio Manager
|
|
| Tenzing Acquisition Corp. | | | Asset Management | | | Chief Financial Officer | | ||
Shrikant Sathe
|
| |
Vedanta Management, LP
|
| |
Asset Management
|
| |
Director of Business Development
|
|
| Augere Wireless Bangladesh Broadband, Ltd. | | | Telecom Services | | | Director | | ||
Atanuu Agarrwal
|
| |
New Silk Route Advisors, LP (and affiliated entities)
|
| |
Asset Management
|
| |
Vice President
|
|
| Tenzing Acquisition Corp. | | | Asset Management | | | Vice President | | ||
| Wyridian Advisors LLP | | | Asset Management | | | Partner | | ||
Daphne Karydas
|
| |
Syndax Pharmaceuticals Inc.
|
| |
Biopharmaceuticals
|
| |
CFO
|
|
| | | | Elicio Therapeutics, Inc. | | | Biotechnology Director | | ||
William Campbell | | | Sanoch Management | | | Asset Management | | | Founder | |
| | | New Silk Route Advisors, LP (and affiliated entities) | | | Asset Management | | | Senior Operating Advisor | |
| | | Tenzing Acquisition Corp. | | | Asset Management | | | Director | |
| | | First Beverage Group LLC | | | Asset Management | | | Director | |
Nina Shapiro | | | New Silk Route Advisors, LP (and affiliated entities) | | | Asset Management | | | Senior Operating Advisor | |
| | | Indentiv, Inc. | | | Security | | | Director | |
| | |
HSBC Global Asset Management
|
| | Asset Management | | | Director | |
| | | Global Parametrics | | | Technology | | | Director | |
| | | ZyFin Holdings Pte Ltd. | | | Asset Management | | | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | Tenzing Acquisition Corp. | | | Asset Management | | | Director | |
Amitabh (Amit) Singhal | | | GOQii Inc. | | | Technology | | | Director | |
| | | One Hundred Feet Inc. | | | Technology | | | Director | |
| | | Fingo Inc. | | |
Financial Technology
|
| | Director | |
| | | REX Homes | | | Real Estate | | | Director | |
| | |
Prior to Offering
|
| |
After Offering(2)
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Ordinary Shares(3) |
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Ordinary Shares(4) |
| ||||||||||||
Eucrates LLC(5)
|
| | | | 2,875,000 | | | | | | 100.0% | | | | | | 2,850,000 | | | | | | 22.2% | | |
Dr. Stelios Papadopoulos(5)
|
| | | | 2,875,000 | | | | | | 100.0% | | | | | | 2,850,000 | | | | | | 22.2% | | |
Parag Saxena(5)
|
| | | | 2,875,000 | | | | | | 100.0% | | | | | | 2,850,000 | | | | | | 22.2% | | |
Dr. Evangelos (Vangelis) Vergetis(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shrikant Sathe(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gonzalo Cordova(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Atanuu Agarrwal(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daphne Karydas(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William Campbell(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nina Shapiro(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amitabh (Amit) Singhal(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors, director nominees and officers as a group
(ten individuals) |
| | | | 2,875,000 | | | | | | 100.0% | | | | | | 2,850,000 | | | | | | 22.2% | | |
Redemption Date (period to expiration
of warrants) |
| |
Fair Market Value of Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
|
British Virgin Islands
|
| |
Delaware
|
|
|
Shareholder Meetings
|
| |||
| Held at a time and place as determined by the directors | | | May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors | |
| May be held within or outside the British Virgin Islands | | | May be held within or without Delaware | |
| Notice: | | | Notice: | |
| Under our memorandum and articles of association, a copy of the notice of any meeting shall be given not fewer than ten (10) days before the date of the proposed meeting to those persons whose names appear in the register of members on the date the notice is given and are entitled to vote at the meeting. | | | Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any | |
|
Shareholders’ Voting Rights
|
| |||
| Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member. | | | Any person authorized to vote may authorize another person or persons to act for him by proxy | |
| Quorum is fixed by our memorandum and articles of association, to consist of the holder or holders present in person or by proxy entitled to exercise at least 50 percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon. | | | For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum | |
| Under our memorandum and articles of association, subject to any rights or restrictions attached to any shares, at any general meeting on a show of hands every shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote and on a poll every shareholder present in person (or, in the case of a shareholder being a corporation, by its duly appointed representative) or by proxy shall have one vote for each share which such shareholder is the holder. Voting at any meeting of the shareholders is | | | For non-stock companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the shareholders shall constitute a quorum | |
|
British Virgin Islands
|
| |
Delaware
|
|
| by show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken. | | | | |
| Prior to the consummation of our initial business combination, changes in the rights attaching to the ordinary shares as set forth in the memorandum and articles of association require approval by way of resolution of not less than 65% (or 50% if for the purposes of approving, or in connection with, the consummation of our initial business combination) of those outstanding ordinary shares attending the meeting and voting in respect of such resolution, following the consummation of our initial business combination, changes in the rights attaching to the ordinary shares require the approval by way of resolution of only a majority of those outstanding ordinary shares attending at the meeting and voting in respect of such resolution. | | | Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders | |
| The rights attaching to the preferred shares may be changed by way of a resolution of a majority of the votes attending and voting at the relevant meeting or class meeting. | | | | |
| However, in the case of both the ordinary shares and the preferred shares, the above is subject to any greater majority is required under our memorandum and articles of association or the Companies Act, provided that that for these purposes the creation, designation or issue of preferred shares with rights and privileges ranking in priority to an existing class of shares shall be deemed not to be a variation of the rights of such existing class. | | | | |
| The memorandum and articles of association do not provide for cumulative voting in the election of directors | | | The memorandum and articles of association may provide for cumulative voting | |
| If we decide to seek shareholder approval in respect of the consummation of our initial business combination, such approval may be by a majority vote of shareholders who being so entitled attend and vote at the general meeting | | | Approval of our initial business combination may be by a majority of outstanding shares if such transaction involves the merger of such entity | |
| All other matters to be decided upon by the shareholders require a majority vote of shareholders who being so entitled attend and vote at the general meeting, unless the Companies Act requires a higher majority. Our memorandum and articles of association also may be amended by resolution of directors, including to create the rights, preferences, designations and limitations attaching to any blank check preferred shares. | | | | |
|
British Virgin Islands
|
| |
Delaware
|
|
|
Directors
|
| |||
| Board must consist of at least one director | | | Board must consist of at least one member | |
| Maximum and minimum number of directors can be changed by an amendment to the articles of association, with such amendment being passed by a resolution of shareholders or a resolution of directors | | | Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter | |
| Directors are appointed for two year staggered terms by the shareholders (as described under “Directors” below). However, the directors may by resolution appoint a replacement director to fill a casual vacancy arising on the resignation, disqualification or death of a director. The replacement director will then hold office until the next annual general meeting at which the director he replaces would have been subject to retirement by rotation. | | | | |
| Directors do not have to be independent | | | Directors do not have to be independent | |
| Under our memorandum and articles of association, a director may not be removed from office by a resolution of our shareholders prior to the consummation of our business combination. | | | | |
|
Fiduciary Duties
|
| |||
| Directors and officers owe fiduciary duties at both common law and under statute as follows: | | | Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation. | |
| Duty to act honestly and in good faith in what the directors believe to be in the best interests of the company; | | | Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits. | |
| Duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association; | | | Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the “business judgment rule.” | |
| Duty to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation: | | | | |
|
(a) the nature of the company;
(b) the nature of the decision; and (c) the position of the director and the nature of the responsibilities undertaken by him. |
| | | |
| The Companies Act provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the | | | Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction. | |
|
British Virgin Islands
|
| |
Delaware
|
|
| transaction was not required to be disclosed because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the material facts of the interest of the director in the transaction are known by the shareholders and the transaction is approved or ratified by a resolution of shareholders entitled to vote at a meeting of shareholders or (b) the company received fair value for the transaction. | | | | |
| Pursuant to the Companies Act, the company’s memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to the board he/she may: | | | ||
|
vote on a matter relating to the transaction; attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.
|
| | | |
|
Shareholders’ Derivative Actions
|
| |||
| Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British Virgin Islands Court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. The British Virgin Islands Court may only grant permission to bring a derivative action where the following circumstances apply: | | | In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law. | |
|
the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and
|
| | Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort. | |
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.
|
| | Such action shall not be dismissed or compromised without the approval of the Chancery Court. | |
| When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters: | | | | |
| whether the shareholder is acting in good faith; | | | If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be able to bring a derivative action against us after the ordinary shares have been canceled. | |
|
British Virgin Islands
|
| |
Delaware
|
|
| whether a derivative action is in the interests of the company, taking into account the directors’ views on commercial matters; | | | | |
|
whether the action is likely to succeed;
|
| | | |
| the costs of the proceedings in relation to the relief likely to be obtained; and | | | | |
| whether another alternative remedy to the derivative action is available. | | | | |
Underwriter
|
| |
Number of Units
|
| |||
Stifel, Nicolaus & Company, Incorporated
|
| | | | | | |
H.C. Wainwright & Co., LLC
|
| | | | | | |
Total
|
| | | | 10,000,000 | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 5,500,000 | | | | | $ | 6,325,000 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| ASSETS | | | | | | | |
|
Deferred offering costs
|
| | | $ | 66,022 | | |
|
Total Assets
|
| | | $ | 66,022 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accrued expenses
|
| | | $ | 3,078 | | |
|
Accrued offering costs
|
| | | | 41,022 | | |
|
Total Current Liabilities
|
| | | | 44,100 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Ordinary shares, no par value; unlimited shares authorized; 2,875,000 shares issued and outstanding(1)
|
| | | | 25,000 | | |
|
Accumulated deficit
|
| | | | (3,078) | | |
|
Total Shareholder’s equity
|
| | | | 21,922 | | |
|
Total Liabilities and Shareholder’s Equity
|
| | | $ | 66,022 | | |
|
Formation and operating costs
|
| | | $ | 3,078 | | |
|
Net loss
|
| | | $ | (3,078) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 2,500,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – August 21, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Founder Shares to Sponsor(1)
|
| | | | 2,875,000 | | | | | | 25,000 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (3,078) | | | | | | (3,078) | | |
Balance – August 25, 2020
|
| | | | 2,875,000 | | | | | $ | 25,000 | | | | | $ | (3,078) | | | | | $ | 21,922 | | |
| Cash flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (3,078) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Accrued expenses
|
| | | | 3,078 | | |
|
Net cash from operating activities
|
| | | | — | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | — | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs paid directly by Sponsor in exchange for the issuance of ordinary
shares |
| | | $ | 25,000 | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 41,022 | | |
Stifel
|
| |
H.C. Wainwright & Co.
|
|
|
SEC Registration Fees
|
| | | $ | 12,547 | | |
|
FINRA Filing Fees
|
| | | $ | 17,750 | | |
|
Accounting fees and expenses
|
| | | $ | 35,000 | | |
|
Printing and engraving expenses
|
| | | $ | 30,000 | | |
|
Nasdaq Capital Market expenses
|
| | | $ | 50,000 | | |
|
D&O insurance
|
| | | $ | 100,000 | | |
|
Legal fees and expenses
|
| | | $ | 220,000 | | |
| Miscellaneous(1) | | | | $ | 34,703 | | |
|
Total
|
| | | $ | 500,000 | | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Parag Saxena
Parag Saxena
|
| |
Chief Executive Officer and Director
(Principal executive officer) |
| |
October 21, 2020
|
|
|
*
Gonzalo Cordova
|
| |
Chief Financial Officer
(Principal financial and accounting officer) |
| |
October 21, 2020
|
|
|
*
Stelios Papadopoulos
|
| | Chairman of the Board of Directors | | |
October 21, 2020
|
|
|
*
Evangelos Vergetis
|
| | Director | | |
October 21, 2020
|
|
|
*
Daphne Karydas
|
| | Director | | |
October 21, 2020
|
|
|
*By:
/s/ Parag Saxena
Parag Saxena
Attorney-in-fact |
| | |
Exhibit 5.1
|
D +1 284 852 7309 | |
E michael.killourhy@ogier.com | ||
Reference: MJK/DNM/180871.00001 | ||
21 October 2020 |
Eucrates Biomedical Acquisition Corp.
Ritter House
Wickhams Cay II
PO Box 3170
Road Town
Tortola, VG1110
British Virgin Islands
Dear Sirs
Eucrates Biomedical Acquistion Corp., incorporated in the British Virgin Islands with company number 2042314 (the Company)
We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on Form S-1 (File No. 333-249333), such registration statement including all amendments or supplements to such form filed with the Commission (the Registration Statement), related to: (i) the offering and sale (the Offering) in total of up to 11,500,000 units (including up to 1,500,000 units included in the option to purchase additional units granted to the Underwriters (as defined below)) (each a Unit and together the Units), with each Unit consisting of: one ordinary share of no par value in the Company (each a Share and together the Shares); and one third of one warrant, where each whole warrant (each a Warrant and together the Warrants) will entitle the holder to purchase one Share at a price of US$ 11.50 per Share and is exercisable on the later of 30 days after completion of an initial business combination by the Company or 12 months from the date of the Offering, to the underwriters of the Offering (the Underwriters) for whom Stifel, Nicolaus & Company, Incorporated and H.C. Wainwright & Co., LLC (the Representatives) are acting as representatives; and (ii) all Shares and Warrants issued as part of the Units included in the Offering, and all Shares underlying those Warrants included in such Units (which together constitute all of the ordinary shares or rights to acquire the same in the Company being registered pursuant to the Registration Statement). This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.
1 | Documents |
In preparing this opinion, we have reviewed copies of the following documents:
(a) | the Registration Statement; |
(b) | (i) | the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 15 October 2020; |
(ii) | the public information revealed from searches (the Court Searches) of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (JEMS) by the Registry of the High Court of the Virgin Islands on 15 October 2020, | |
(each of the searches in (b)(i) and (ii) together, as updated on the date hereof, the Public Records);
(c) | a registered agent’s certificate issued by the Company’s registered agent dated 15 October 2020 (the Registered Agent’s Certificate); |
(d) | written resolutions of the sole director of the Company containing resolutions of the sole director of the Company dated 25 August 2020, 1 September 2020, 10 October 2020, and 17 October 2020 approving and/or ratifying, inter alia, the Registration Statement (Directors’ Resolutions); and |
(e) | written resolutions of the sole shareholder of the Company containing resolutions of the sole shareholder of the Company dated 14 October 2020 adopting the Amended and Restated Memorandum and Articles of Association of the Company (the Shareholders' Resolutions and together with the Directors' Resolutions, the Resolutions). |
We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.
2 | Assumptions |
This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent's Certificate without further enquiry and upon the following assumptions, which we have not independently verified:
(a) | all parties to the Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement; |
(b) | the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company); |
(c) | copies of documents or records provided to us are true copies of the originals which are authentic and complete; |
(d) | all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same; |
(e) | the Resolutions remain in full force and effect; |
(f) | the accuracy and completeness of the Registered Agent's Certificate as at the date hereof; and |
(g) | the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records. |
3 | Opinion |
Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:
(a) | The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 and validly existing in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name. |
(b) | The Company has the capacity and power to exercise its rights and perform its obligations under and as described in the Registration Statement. |
(c) | The Shares included in the Units to be offered and sold by the Company pursuant to the Offering as contemplated by the Registration Statement have been duly authorised for issue and, when issued by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement and the terms in the underwriting agreement referred to within the Registration Statement and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. |
(d) | The performance of the Company's obligations under the Registration Statement do not and will not conflict with or result in any breach of: |
(i) | the Amended and Restated Memorandum and Articles of Association of the Company; or | |
(ii) | any law of the British Virgin Islands applicable to the Company. | |
(e) | There were no actions pending against the Company based on our search of each of the Civil Index Book and the Commercial Book maintained by the British Virgin Islands High Court Registry. |
(f) | On the basis of our searches conducted at the Registry of Corporate Affairs and the Court Searches, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver. |
4 | Limitations |
We offer no opinion:
(a) | in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws); |
(b) | in relation to any representation or warranty made or given by the Company in the Registration Statement; or |
(c) | as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement. |
5 | Governing Law and Reliance |
(a) | This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof. |
(b) | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. |
Yours faithfully
/s/ OGIER
Ogier
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Eucrates Biomedical Acquisition Corp. (the “Company”) on Amendment No. 2 to Form S-1 [File No. 333-249333] of our report dated September 1, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as going concern, with respect to our audit of the financial statements of Eucrates Biomedical Acquisition Corp. as of August 25, 2020 and for the period from August 21, 2020 (inception) through August 25, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
October 21, 2020