|
|
|
||
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number)
|
(I.R.S. Employer
Identification Number) |
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading Symbol:
|
Name of Each Exchange on Which Registered:
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
|
Page
|
||
PART I – FINANCIAL INFORMATION
|
|||
Item 1.
|
|
Condensed Financial Statements
|
|
1
|
|||
2
|
|||
3
|
|||
4
|
|||
5
|
|||
Item 2.
|
19
|
||
Item 3.
|
23
|
||
Item 4.
|
23
|
||
24 |
|||
Item 1.
|
24
|
||
Item 1A.
|
24
|
||
Item 2.
|
24
|
||
Item 3.
|
24
|
||
Item 4.
|
24
|
||
Item 5.
|
24
|
||
Item 6.
|
25
|
||
26
|
ITEM 1.
|
CONDENSED FINANCIAL STATEMENTS
|
March 31, 2022
|
December 31, 2021
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Other receivables
|
|
|
||||||
Prepaid expenses - current
|
|
|
||||||
Total Current Assets
|
|
|
||||||
Investments held in Trust Account
|
|
|
||||||
Prepaid expenses - non-current
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Due to related party
|
|
|
||||||
Total Current Liabilities
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting commissions payable
|
|
|
||||||
Total Liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $
|
|
|
||||||
Shareholders’ Deficit
|
||||||||
Preferred shares, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total Shareholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
|
$
|
|
Formation and operating costs
|
$
|
|
||
Loss from operations
|
(
|
)
|
||
Other income:
|
||||
Change in fair value of warrant liabilities
|
|
|||
Income earned on investments held in Trust Account
|
|
|||
Total other income, net
|
|
|||
Net Income
|
$
|
|
||
Weighted average Class A redeemable shares outstanding, basic and diluted
|
||||
Basic and diluted net income per Class A redeemable share outstanding
|
$ | |||
Weighted average Class B non-redeemable shares outstanding, basic and diluted
|
||||
Basic and diluted net income per Class B non-redeemable share outstanding
|
$ |
|
Class B
Ordinary Shares
|
Additional
Paid in
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
||||||||||||||||
|
Shares
|
Amount
|
||||||||||||||||||
Balance – December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Cash flows from Operating Activities:
|
||||
Net income
|
$
|
|
||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrant liabilities
|
(
|
)
|
||
Income earned on investments held in Trust Account
|
(
|
)
|
||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses and other current assets
|
|
|||
Accounts payable and accrued expenses
|
|
|||
Due to related party
|
|
|||
Net cash used in operating activities
|
(
|
)
|
||
|
||||
Net Change in Cash
|
$
|
(
|
)
|
|
Cash – Beginning of period
|
|
|||
Cash – End of period
|
$
|
|
||
Supplemental Disclosures of Noncash Financing Activities
|
||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption
|
$ |
Class A ordinary shares subject to possible redemption at May 6, 2021 (inception)
|
$
|
|
||
Gross proceeds from the sale of Class A ordinary shares in IPO
|
|
|||
Less:
|
||||
Fair value of Public Warrants at issuance
|
(
|
)
|
||
Issuance costs on Class A ordinary shares
|
(
|
)
|
||
Plus:
|
||||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value
|
|
|||
Class A ordinary shares subject to possible redemption at December 31, 2021
|
|
|||
Remeasurement adjustment on Class A ordinary shares subject to possible redemption to redemption value
|
|
|||
Class A ordinary shares subject to possible redemption at March 31, 2022
|
$
|
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or
more significant inputs or significant value drivers are unobservable.
|
Common shares subject to possible redemption
|
||||
Numerator: Net income allocable to common shares subject to possible redemption
|
$ | |||
Denominator: Weighted average Class A redeemable common shares
|
||||
Weighted average Class A redeemable common shares outstanding, basic and diluted
|
||||
Basic and diluted net income per share, Class A redeemable common stock
|
$ | |||
Non-Redeemable Common Stock
|
||||
Numerator: Net income minus redeemable net earnings
|
||||
Net income
|
$ | |||
Less: redeemable net income
|
( |
) | ||
Non-redeemable net income
|
$ | |||
Denominator: Weighted average Class B non-redeemable common shares
|
||||
Weighted average Class B non-redeemable common shares outstanding, basic and diluted
|
||||
Basic and diluted net income per share, Class B non-redeemable common stock
|
$ |
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon not less than
|
• |
if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $
|
• |
in whole and not in part;
|
• |
at $
|
• |
upon a minimum of
|
• |
if, and only if, the reference value equals or exceeds $
|
At March 31, 2022
|
Quoted Prices in
|
Significant Other
|
Significant Other
|
|||||||||
Active Markets
|
Observable Inputs
|
Unobservable Inputs
|
||||||||||
Description
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities:
|
||||||||||||
Public Warrants
|
$
|
|
$
|
|
$
|
|
||||||
Private Placement Warrants
|
|
|
|
|||||||||
Total warrant liabilities
|
$
|
|
$
|
|
$
|
|
At December 31, 2021
|
Quoted Prices in
|
Significant Other
|
Significant Other
|
|||||||||
Active Markets
|
Observable Inputs
|
Unobservable Inputs
|
||||||||||
Description
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities:
|
||||||||||||
Public Warrants
|
$
|
|
$
|
|
$
|
|
||||||
Private Placement Warrants
|
|
|
|
|||||||||
Total warrant liabilities
|
$
|
|
$
|
|
$
|
|
Private Placement
Warrants
|
||||
Exercise price
|
$
|
|
||
Share price
|
$
|
|
||
Volatility
|
|
%
|
||
Expected term (years)
|
|
|||
Risk-free rate
|
|
%
|
||
Dividend yield
|
|
% |
Public Warrants
|
Private Placement
Warrants
|
|||||||
Exercise price
|
$
|
|
$
|
|
||||
Share price
|
$
|
|
$
|
|
||||
Volatility
|
|
%
|
|
%
|
||||
Expected term (years)
|
|
|
||||||
Risk-free rate
|
|
%
|
|
%
|
||||
Dividend yield
|
|
% |
|
% |
Public Warrants
|
Private Placement
Warrants
|
|||||||
Warrant liabilities at December 31, 2021
|
$
|
|
$
|
|
||||
Transfer out to Level 1
|
(
|
)
|
|
|||||
|
|
(
|
)
|
|||||
Warrant liabilities at March 31, 2022
|
$
|
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
OTHER INFORMATION
|
ITEM 6. |
EXHIBITS
|
Exhibit No.
|
Description
|
||
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
|
|||
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
|
|||
Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|||
Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|||
101.INS
|
Inline XBRL Instance Document.
|
||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
||
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
||
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
||
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
* |
Filed herewith
|
** |
Furnished herewith
|
EMERGING MARKETS HORIZON CORP.
|
||
Date: October 7, 2022
|
/s/ Jonathan Neill
|
|
Name: Jonathan Neill
|
||
Title: Interim Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
Date: October 7, 2022
|
/s/ Christopher Edwards
|
|
Name: Christopher Edwards
|
||
Title: Interim Chief Financial Officer and Director
|
||
(Principal Financial Officer)
|