NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 –
ORGANIZATION AND BUSINESS BACKGROUND
Ace Global Business Acquisition Limited (the “Company”)
is a newly organized blank check company incorporated on November 2, 2020, 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.
As of June 30, 2021, the Company had not commenced
any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering as described
below. The Company has selected December 31 as its fiscal year end.
Financing
The registration statement for the Company’s
Initial Public Offering became effective on April 5, 2021. On April 8, 2021, the Company consummated the Initial Public Offering of 4,000,000
units (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $40,000,000 which is described in Note
3.
Subsequently, the underwriters exercised their
over-allotment option in full, and the closing of the issuance and sale of the additional Public Units occurred on April 9, 2021. The
total aggregate issuance by the Company of 600,000 units at a price of $10.00 per unit resulted in gross proceeds of $6,000,000.
Simultaneously with the closing of the Initial
Public Offering on April 8, 2021, the Company consummated the sale of 280,000 units (the “Private Units”) at a price of $10.00
per Private Unit in a private placement, generating gross proceeds of $2,800,000, which is described in Note 6. On April 9, 2021, simultaneously
with the sale of the over-allotment units, the Company consummated the private sale of an additional 24,000 Private Units, generating
gross proceeds of $240,000.
Transaction costs amounted to $1,125,000, consisting
of $920,000 of underwriter’s fees and $205,000 of other offering costs.
Trust Account
Following the closing of the Initial Public Offering
on April 8, 2021 and exercise of the over-allotment option on April 9, 2021, an aggregate amount of $46,920,000 from the net proceeds
of the sale of the Public Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account
(the “Trust Account”). The aggregate amount of $46,920,000 ($10.20 per Public Unit) will be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any
open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds in the Trust Account to the Company’s shareholders, as described below, except that interest earned on the Trust Account
can be released to the Company to pay its tax obligations.
Business Combination
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the
Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance
in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned) at the time
of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business
Combination.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will provide its shareholders with
the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial
Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which
shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will
proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business
Combination.
If a shareholder vote is not required and the
Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and
Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange
Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in
a proxy statement with the SEC prior to completing a Business Combination.
The shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, subject to increase of
up to an additional $0.10 per Public Share in the event that the Ace Global Investment Limited, the sponsor elects to extend the period
of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem
their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed
in Note 10). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights
or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial
Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.”
The sponsor and any of the Company’s officers
or directors that may hold Founder Shares (as defined in Note 5) (the “shareholders”) and the underwriters will agree (a)
to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares
purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s
Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior
to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem
their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares
into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell
any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection
therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’
rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the shareholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company
fails to complete its Business Combination.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will have until April 8, 2022 to consummate
a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months,
the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for
a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available
for the Company to consummate a Business Combination, the sponsor or its affiliate or designees must deposit into the Trust Account $455,400
(approximately $0.099 per Public Share), on or prior to the date of the applicable deadline, for each three months extension. Any funds
which may be provided to extend the time frame will be in the form of a loan to us from our sponsor. The terms of any such loan have not
been definitely negotiated, provided, however, any loan will be interest free and will be repayable only if the Company compete a business
combination.
Liquidation
If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable),
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements
of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00.
The sponsor has agreed that it will be liable
to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
$10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third
party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third
party, the sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce
the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 – RESTATEMENT OF PREVIOUSLY
ISSUED FINANCIAL STATEMENTS
On April 12, 2021, the Acting Director of the
Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).
Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent
upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the
Company’s warrants.
The Company’s management evaluated the warrants
under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15
addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states
that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common
stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant
require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. The
Company’s Private Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15
because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, the tender
offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated
by ASC Section 815-40-25. As a result, the only Private Warrants shall be classified as liabilities and the Public Warrants shall
be classified as equity and the Company reevaluated the accounting treatment of the 4,600,000 warrants that were issued to the Company’s
sponsor in an initial public offering (“Public Warrants”). The Company previously accounted for the Public Warrants as components
of liabilities.
In further consideration of the guidance in Accounting
Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC
815”), the Company concluded that a provision in the warrant agreement related to certain transfer provisions precludes the Private
Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated
in ASC 815, the Private Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception
(on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes
in fair value recognized in the Statements of Operations in the period of change.
In Addition, the Company also concluded it
should revise its consolidated financial statements to classify all common stock 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
common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of
its common stock 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 common stock 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 common stock
resulted in charges against additional paid-in capital and accumulated deficit.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following tables summarize the effect of the
revision on each financial statement line item as of the dates, and for the period, indicated:
Adjustment #1 refer to reclassification of public
warrants from warrant liabilities to equity component.
Adjustment #2 refer to reclassification
of all public shares to temporary equity.
|
|
As
Previously
Reported
|
|
|
Adjustments #1
|
|
|
Adjustments #2
|
|
|
As
Restated
|
|
Balance sheet as of April 9, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
|
14,506,560
|
|
|
|
(13,248,000
|
)
|
|
|
-
|
|
|
|
1,258,560
|
|
Total liabilities
|
|
|
16,690,334
|
|
|
|
(13,248,000
|
)
|
|
|
-
|
|
|
|
3,442,334
|
|
Ordinary shares subject to possible redemption
|
|
|
26,405,954
|
|
|
|
-
|
|
|
|
20,514,046
|
|
|
|
46,920,000
|
|
Ordinary shares
|
|
|
3,465
|
|
|
|
-
|
|
|
|
(2,011
|
)
|
|
|
1,454
|
|
Additional paid-in capital
|
|
|
5,184,021
|
|
|
|
13,248,000
|
|
|
|
(18,433,320
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
|
(187,479
|
)
|
|
|
-
|
|
|
|
(2,080,014
|
)
|
|
|
(2,267,493
|
)
|
Total shareholders’ equity (deficit)
|
|
|
5,000,007
|
|
|
|
13,248,000
|
|
|
|
(20,514,046
|
)
|
|
|
(2,266,039
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption
|
|
|
39,489,087
|
|
|
|
-
|
|
|
|
7,430,913
|
|
|
|
46,920,000
|
|
Ordinary shares
|
|
|
2,183
|
|
|
|
-
|
|
|
|
(729
|
)
|
|
|
1,454
|
|
Additional paid-in capital
|
|
|
5,350,170
|
|
|
|
-
|
|
|
|
(5,350,170
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
|
(352,344
|
)
|
|
|
-
|
|
|
|
(2,080,014
|
)
|
|
|
(2,432,358
|
)
|
Total shareholders’ equity (deficit)
|
|
|
5,000,009
|
|
|
|
-
|
|
|
|
(7,430,913
|
)
|
|
|
(2,430,904
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary stock subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
4,145,055
|
|
|
|
4,145,055
|
|
Basic and diluted income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.27
|
|
|
|
0.27
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
2,065,838
|
|
|
|
-
|
|
|
|
(641,904
|
)
|
|
|
1,423,934
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.12
|
)
|
|
|
-
|
|
|
|
(0.82
|
)
|
|
|
(0.94
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, ordinary stock subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
2,083,978
|
|
|
|
2,083,978
|
|
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
0.82
|
|
|
|
0.82
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
|
|
1,610,449
|
|
|
|
-
|
|
|
|
(322,725
|
)
|
|
|
1,287,724
|
|
Basic and diluted net loss per share, non-redeemable ordinary shares
|
|
|
(0.21
|
)
|
|
|
-
|
|
|
|
(1.38
|
)
|
|
|
(1.59
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Cash Flows for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion
|
|
|
39,653,959
|
|
|
|
-
|
|
|
|
5,138,404
|
|
|
|
44,792,363
|
|
Change in value of shares subject to conversion
|
|
|
(164,872
|
)
|
|
|
-
|
|
|
|
164,872
|
|
|
|
-
|
|
Allocation of offering costs to common stock subject to redemption
|
|
|
-
|
|
|
|
-
|
|
|
|
2,887,160
|
|
|
|
2,887,160
|
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,014,797
|
)
|
|
|
(5,014,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Changes In Shareholders’ Deficit for the three months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(3,887,643
|
)
|
|
|
-
|
|
|
|
(712,357
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(3,888
|
)
|
|
|
-
|
|
|
|
(712
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(39,650,071
|
)
|
|
|
-
|
|
|
|
(5,137,692
|
)
|
|
|
(44,787,763
|
)
|
Initial classification of shares subject to conversion – total shareholder’s deficit
|
|
|
(39,653,959
|
)
|
|
|
-
|
|
|
|
(5,138,404
|
)
|
|
|
(44,792,363
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
2,887,160
|
|
|
|
-
|
|
|
|
2,887,160
|
|
|
|
2,887,160
|
|
Accretion of carrying value to redemption value
|
|
|
(2,934,783
|
)
|
|
|
-
|
|
|
|
(2,934,783
|
)
|
|
|
(2,934,783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Changes In Shareholders’ Deficit for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of shares subject to conversion – ordinary shares – no. of shares
|
|
|
(3,887,643
|
)
|
|
|
-
|
|
|
|
(712,357
|
)
|
|
|
(4,600,000
|
)
|
Initial classification of shares subject to conversion – ordinary shares – amount
|
|
|
(3,888
|
)
|
|
|
-
|
|
|
|
(712
|
)
|
|
|
(4,600
|
)
|
Initial classification of shares subject to conversion – additional paid-in capital
|
|
|
(39,650,071
|
)
|
|
|
-
|
|
|
|
(5,137,692
|
)
|
|
|
(44,787,763
|
)
|
Initial classification of shares subject to conversion – total shareholder’s deficit
|
|
|
(39,653,959
|
)
|
|
|
-
|
|
|
|
(5,138,404
|
)
|
|
|
(44,792,363
|
)
|
Allocation of offering costs to common stock subject to redemption
|
|
|
2,887,160
|
|
|
|
-
|
|
|
|
2,887,160
|
|
|
|
2,887,160
|
|
Accretion of carrying value to redemption value
|
|
|
(2,934,783
|
)
|
|
|
-
|
|
|
|
(2,934,783
|
)
|
|
|
(2,934,783
|
)
|
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES
● Basis
of presentation
These accompanying financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant
to the rules and regulations of the Securities and Exchange Commission (“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 June 30, 2021 are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2021. The information included in this Form 10-Q/A should be read in conjunction with Management’s
Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form S-1 for the fiscal year ended
December 31, 2020, filed with the SEC on January 22, 2021.
● 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 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.
●
Use of estimates
In preparing these 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 financial statements and the reported expenses during the reporting period.
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 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
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 June 30, 2021 and December 31, 2020.
● Cash and investment
held in trust account
At June 30, 2021, the assets held in the Trust
Account are held in cash and US Treasury securities . Investment securities in the Company’s Trust Account consisted of $46,921,322
in United States Treasury Bills and $13 in cash.
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 statements
of operations.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
● Deferred Offering Costs
Deferred offering costs consist of underwriting,
legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial public Offering
and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.
● Warrant
liabilities
The Company accounts for the Warrants in accordance
with the guidance contained in ASC 815-40-15-7D and 7F under which the Private Warrants do not meet the criteria for equity treatment
and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts
the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants are valued using a Black Scholes
model.
● 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. As of June 30, 2021, 4,600,000 ordinary shares subject to possible
redemption which are subject to occurrence of uncertain future events and considered to be outside of the Company’s control are
presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
●
Offering costs
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 June 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.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
●
Concentration of credit risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account.
● Income
taxes
Income taxes are determined in accordance with
the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.
ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax 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 or December 31, 2020. 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 may be subject to potential examination
by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount
of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.
The Company’s tax provision is zero for
the period ended June 30, 2021.
The Company is considered to be an exempted British
Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or
the United States.
● Net
loss per share
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 common stock
and non-redeemable common stock 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 common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. As of June 30, 2021, the Company has not considered the effect
of the warrants sold in the Initial Public Offering to purchase an aggregate of 4,904,000 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 common stock 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 income (loss) per share presented in the
unaudited condensed statement of operations is based on the following:
|
|
For the
Three Months
Ended
June 30,
|
|
|
For the
Six Months
Ended
June 30,
|
|
|
|
2021
|
|
|
2021
|
|
Net loss
|
|
$
|
(240,443
|
)
|
|
$
|
(336,538
|
)
|
Accretion of carrying value to redemption value
|
|
|
(5,014,797
|
)
|
|
|
(5,014,797
|
)
|
Net loss including accretion of carrying value to redemption value
|
|
$
|
(5,255,240
|
)
|
|
$
|
(5,351,335
|
)
|
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
|
For the Three Months Ended
September 30, 2021
|
|
|
For the Nine Months Ended
September 30, 2021
|
|
|
|
Redeemable
Common Stock
|
|
|
Non-
Redeemable
Common Stock
|
|
|
Redeemable Common Stock
|
|
|
Non-Redeemable Common Stock
|
|
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss including carrying value to redemption value
|
|
$
|
(3,911,528
|
)
|
|
$
|
(1,343,712
|
)
|
|
$
|
(3,307,548
|
)
|
|
$
|
(2,043,787
|
)
|
Accretion of carrying value to redemption value
|
|
|
5,014,797
|
|
|
|
-
|
|
|
|
5,014,797
|
|
|
|
-
|
|
Allocation of net income (loss)
|
|
$
|
1,103,269
|
|
|
$
|
(1,343,712
|
)
|
|
$
|
1,707,249
|
|
|
$
|
(2,043,787
|
)
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
4,145,055
|
|
|
|
1,423,934
|
|
|
|
2,083,978
|
|
|
|
1,287,724
|
|
Basic and diluted net income (loss) per share
|
|
$
|
0.27
|
|
|
$
|
(0.94
|
)
|
|
$
|
0.82
|
|
|
$
|
(1.59
|
)
|
●
Related parties
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 4 – CASH AND INVESTMENT HELD IN
TRUST ACCOUNT
As of June 30, 2021, investment securities in
the Company’s Trust Account consisted of $46,921,322 in United States Treasury Bills and $13 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 June 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 June 30, 2021 and December 31, 2020 is as follows:
|
|
Carrying Value as of
June 30,
2021 (Unaudited)
|
|
|
Gross
Unrealized Holding Gain
|
|
|
Fair Value as of
June 30,
2021 (Unaudited)
|
|
Available-for-sale marketable securities:
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities
|
|
$
|
46,921,322
|
|
|
$
|
-
|
|
|
$
|
46,921,322
|
|
NOTE 5 –
PUBLIC OFFERING
On April 8, 2021, the Company sold 4,000,000 Public
Units at a price of $10.00 per Public Unit. On April 9, 2021, the Company sold an additional 600,000 units to cover over-allotments. Each
Public Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the
holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).
The Company paid an upfront underwriting discount
of $920,000, equal to 2% of the gross offering proceeds to the underwriter at the closing of the Initial Public Offering, with an additional
fee of $1,840,000 (the “Deferred Underwriting Discount”) or 4% of the gross offering proceeds payable upon the Company’s
completion of the Business Combination. The Deferred Underwriting 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 Underwriting Discount. The underwriter is not entitled
to any interest accrued on the Deferred Underwriting Discount.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 –
PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated a private placement of 280,000 Private Units at $10.00 per unit, purchased by the sponsor. On
April 9, 2021, the Company consummated an additional 24,000 units at $10.00 per unit to cover over-allotments.
The Private Units are identical to the units sold
in the Initial Public Offering except that the warrants included in the Private Units (the “Private Warrants”) are non-redeemable
and may be exercised on a cashless basis so long as the Private Warrants continue to be held by the initial purchasers of the Placement
Units or their permitted transferees.
NOTE 7 – RELATED PARTY TRANSACTIONS
Founder Shares
In November 2020, the Company issued an aggregate
of 1,000 founder shares to the initial shareholders for an aggregate purchase price of $1.
In December 2020, the Company issued an aggregate
of 1,149,000 additional founder shares to the initial shareholders for an aggregate purchase price of $24,999.
Advance from Related Parties
As of June 30, 2021, the Company had a temporary
advance from a shareholder and related party for its deferred cost of the Initial Public Offering. The balance is unsecured, interest-free
and has no fixed terms of repayment.
Administrative Services Agreement
The Company is obligated, commencing from January
1, 2021, to pay Ace Global Investment Limited 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 $455,400 ($0.10 per public 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 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.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 8 – SHAREHOLDER’S (DEFICIT)
EQUITY
Ordinary shares
The Company is authorized to issue 100,000,000
ordinary shares at par value of $0.001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share.
On April 2021, the Company sold 4,600,000 units
at a price of $10.00 per Public Unit in the Public Offering.
In April, 2021, the Company issued 304,000 ordinary
shares under the private placement of 304,000 private units at $10 per unit, to the Sponsor.
As of June 30, 2021 and December 31, 2021, 1,454,000
and 1,150,000 Ordinary Shares were issued and outstanding excluding 4,600,000 and 0 shares are subject to possible conversion.
Public 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 $15.00, 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.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The warrants will become exercisable on the later
of the completion of an initial business combination and March 31, 2022. 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 Ladenburg Thalmann & Co., Inc.,), 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 $18.00 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 $18.00 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.
If the Company call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the whole 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 third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will
exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors
including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such
time and concerns regarding dilutive share issuances.
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.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following table presents information about
the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the
fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
|
|
June 30,
|
|
|
Quoted Prices In
Active Markets
|
|
|
Significant Other
Observable Inputs
|
|
|
Significant
Other
Unobservable
Inputs
|
|
Description
|
|
2021
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Securities held in Trust Account*
|
|
$
|
46,921,335
|
|
|
$
|
46,921,335
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities – Private Warrants
|
|
$
|
1,250,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,250,000
|
|
|
*
|
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 consolidated balance sheets.
The Company established the initial fair value
for the private warrants at $1,258,560 on April 9, 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.
The key inputs into the binomial model and Black-Scholes
model were as follows at their measurement dates:
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June 30, 2021
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April 9,
2021
(Initial measurement)
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Input
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|
|
|
|
|
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Share price
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|
$
|
10.05
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|
|
$
|
10.00
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|
Risk-free interest rate
|
|
|
0.87
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%
|
|
|
0.87
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%
|
Volatility
|
|
|
51
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%
|
|
|
52
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%
|
Exercise price
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|
$
|
11.50
|
|
|
$
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11.50
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|
Warrant life
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|
|
5 years
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|
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|
5 years
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|
As of June 30, 2021, the aggregate value of the
Private Warrants was $1.25 million. The change in fair value from April 9, 2021 to June 30, 2021 was approximately $(9,000).
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.
ACE GLOBAL BUSINESS ACQUISITION LIMITED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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
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 Initial 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 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.
Underwriter Agreement
The underwriters are entitled to a deferred fee
of 4.0% of the gross proceeds of the Initial Public Offering, or $1,840,000 until the closing of the Business Combination. The deferred
fee can be paid in cash, stock or a combination of both (at the underwriter’s discretion). Any stock issued as a part of the deferred
fee will be issued to the underwriters at the value per share in the Company’s Trust Account, subject to any additional increases
in the amount in trust per the Company’s trust extensions. Stock to be issued to the underwriters will have unlimited piggyback
registration rights and the same rights afforded other holders of the Company’s common stock.
NOTE 11 –
SUBSEQUENT EVENTS
On August 23, 2021, the Company, DDC Enterprise Limited (“DDC”) and Ka Yin Norma Chu (as shareholders’
representative) entered into a Share Exchange Agreement, pursuant to which the Company will purchase from DDC’s shareholders all
of the issued and outstanding shares and other equity interests in and of DDC. Upon the closing of the transactions contemplated in the
Share Exchange Agreement, Ace will acquire 100% of the issued and outstanding securities of DDC, in exchange for approximately 30,000,000
of the Company’s ordinary shares, among which 3,000,000 ordinary shares are to be issued and held in escrow to satisfy any indemnification
obligations of the seller.
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 Ace Global Acquisition
Corporation. References to our “management” or our “management team” refer to our officers and directors, references
to the “Sponsor” refer to Ace Global Investment 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 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 Quarterly Report 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 Registration
Statement on Form S-1 (Registration No. 333-252878) filed with the SEC and declared effective on April 5, 2021. 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
formed under the laws of the British Virgin Islands on November 2, 2020 as a blank check company for the purpose of engaging in a merger,
share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or
more target businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry
or geographic region, although the Company intends to focus on operating businesses in the gaming and e-commerce sectors in the Greater
China, Japan and Southeast Asia regions. We believe that we will add value to these businesses primarily by providing them with
access to the U.S. capital markets.
On April 8, 2021, we consummated
our initial public offering (“IPO”) of 4,600,000 units (the “Units”), inclusive of the over-allotment option of
600,000 Units. Each unit consisted of one ordinary share, par value $0.001 and one redeemable warrant, upon consummation of a business
combination. The Company’s Registration Statement on Form S-1 was declared effective by the SEC on April 5, 2021. Ladenburg Thalmann
& Co., Inc., acted as an underwriter for the IPO. The units were sold at an offering price of $10.00 per unit, generating gross proceeds
of $46,000,000.
Since our IPO, our sole business
activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with
potential target entities. To date we have not entered into any binding agreement with any target entity. We presently have no revenue
and have had losses since inception from incurring formation and operating costs since completion of our IPO.
We will seek to capitalize
on the strength of our management team. Our team consists of experienced professionals and senior operating executives. Collectively,
our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia. We believe we will
benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection to the
Asian market, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination.
We expect that we will issue
additional equity securities or will issue debt securities, or a combination of equity and debt securities, in connection with the acquisition
of a target business. The issuance of additional shares of our stock in a Business Combination:
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may significantly reduce the equity interest of our stockholders;
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may subordinate the rights of holders of shares of common stock if we issue preference shares with rights senior to those afforded to our shares of common stock;
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will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and
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may adversely affect prevailing market prices for our securities.
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Similarly, if we issue debt
securities or otherwise incur significant indebtedness, it could result in:
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default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
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our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.
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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 Venus Acquisition Corporation.
References to our “management” or our “management team” refer to our officers and directors, references to the
“Sponsor” refer to Yolanda Management Corporation. 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
registration statement on Form S-1 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 were formed on November
2, 2020 formed under the laws of the British Virgin Islands, as a blank check company for the purpose of engaging in a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses
or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region,
although we intend to focus on businesses that have a connection to the Asian market. We believe that we will add value to these businesses
primarily by providing them with access to the U.S. capital markets.
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 April 8, 2021, the Company
consummated the Initial Public Offering of 4,000,000 ordinary units (the “Public Units”). Each Public Unit consists of one
ordinary share (“Ordinary Share”) and one warrant (“Warrant”) entitling its holder to purchase one Ordinary Share
at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000.
Subsequently, on April 7,
2021, the underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional Public
Units occurred on April 9, 2021. The total aggregate issuance by the Company of 600,000 units at a price of $10.00 per unit resulted in
gross proceeds of $6,000,000.
Simultaneously with the closing
of the Initial Public Offering on April 8, 2021, the Company consummated the sale of 280,000 units (the “Private Units”) at
a price of $10.00 per Private Unit in a private placement, generating gross proceeds of $2,800,000, which is described in Note 4. On April
9, 2021, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 24,000 Private
Units, generating gross proceeds of $240,000.
Transaction costs amounted
to $1,125,000, consisting of $920,000 of underwriter’s fees and $205,000 of other offering costs.
As a result of the IPO, the
Private Placement and sale of units to our underwriter, assuming the units were split into its component parts, we had: (i) 4,904,000
units, (ii) 4,904,000 ordinary shares, (iii) 4,904,000 warrants to acquire 4,904,000 ordinary shares issued and outstanding as of April
9, 2021. We have not issued any securities since such date.
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.
The outbreak of the COVID-19 coronavirus has resulted
in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target companies
may defer or end discussions for a potential business combination with us whether or not COVID-19 affects their business operations. The
extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19
or treat its impact, among others. We may be unable to complete a business combination if continued concerns relating to COVID-19 restrict
travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers
are unavailable to negotiate and consummate a transaction in a timely manner.
Results of Operations
Our entire activity from
inception up to February 9, 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 and six
months ended June 30, 2021, we had a net loss of $240,443 and $336,538, respectively, which was comprised of interest and dividend
income and general and administrative expenses and a gain from change in fair value of warrant liabilities.
Liquidity and Capital Resources
As of June 30, 2021, we had
cash of $812,369. 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 April 8, 2021, the Company
consummated its initial public offering (“IPO”) of 4,000,000 units (the “Units”) and the full exercise of the
underwriter’s over-allotment option of 600,000 Units on April 9, 2021 respectively, Each Unit consists of one ordinary share (“Ordinary
Share”) and one warrant (“Warrant”) entitling its holder to purchase one Ordinary Share at a price of $11.50 per whole
share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.
As of April 9, 2021, a total
of $46,920,000 of the net proceeds from the public offering and the private placement consummated simultaneously with the closing of the
IPO and the over-allotment option were deposited in a trust account established for the benefit of the Company’s public stockholders.
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 June 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 February 8, 2021 and will continue to incur these fees monthly until the earlier of the completion of
the business combination and the Company’s liquidation.
Registration Rights
The holders of our insider shares issued and outstanding
prior to our initial public offering, as well as the holders of the Private Units (and all underlying securities) and any securities our
initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are entitled
to registration rights pursuant to a registration rights agreement entered into concurrently without initial public offering. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our
consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee
of 4.0% of the gross proceeds of the Initial Public Offering, or $1,840,000 until the closing of the Business Combination. The deferred
fee can be paid in cash, stock or a combination of both (at the underwriter’s discretion). Any stock issued as a part of the deferred
fee will be issued to the underwriters at the value per share in the Company’s Trust Account, subject to any additional increases
in the amount in trust per the Company’s trust extensions. Stock to be issued to the underwriters will have unlimited piggyback
registration rights and the same rights afforded other holders of the Company’s common stock.
Private Warrants
The Company classifies the Private Warrants as
liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to
re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.
The Private Warrants are valued using a Black Scholes model.
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.
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 subject to occurrence of uncertain future events and considered to be outside of the Company’s control.
Net Income (Loss) Per Share
The Company calculates net income (loss) per share
in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income
(loss) by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible
conversion. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased
to include the number of additional ordinary shares that would have been outstanding if the potential ordinary share equivalents had been
issued and if the additional ordinary shares were dilutive. Ordinary shares subject to possible conversion at the balance sheet date,
which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted
income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.
Warrant liabilities
The Company accounts for the Warrants in accordance
with the guidance contained in ASC 815-40-15-7D and 7F under which the Private Warrants do not meet the criteria for equity treatment
and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts
the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants are valued using a Black Scholes
model.