The accompanying notes are an integral part
of the unaudited condensed financial statements.
The accompanying notes are an integral part
of the unaudited condensed financial statements.
The accompanying notes are an integral part
of the unaudited condensed financial statements.
The accompanying notes are an integral part
of the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Longevity Acquisition Corporation (the
“Company”) is a blank check company incorporated in the British Virgin Islands on March 9, 2018. The Company was
formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, entering into contractual arrangements with, 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 businesses that
have their primary operations located in China.
At November 30, 2020, the Company
had not yet commenced any operations. All activity through November 30, 2020 relates to the Company’s formation, its
initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for
a Business Combination.
The registration statement for the Initial
Public Offering was declared effective on August 28, 2018. On August 31, 2018, the Company consummated the Initial Public
Offering of 4,000,000 units (“Units” and, with respect to the ordinary shares included in the Units sold, the “Public
Shares”), at $10.00 per Unit, generating gross proceeds of $40,000,000, which is described in Note 4.
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the sale of 270,000 units (the “Private Units”) at a price of $10.00
per Private Unit in a private placement to the Company’s sponsor, Whale Management Corporation (the “Sponsor”),
and the underwriter of the Initial Public Offering generating gross proceeds of $2,700,000, which is described in Note 5.
Following the closing of the Initial Public
Offering on August 31, 2018, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in
the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”) which
has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution
of the funds in the Trust Account to the Company’s shareholders, as described below.
Transaction costs relating to the Initial
Public Offering amounted to $2,631,167, consisting of $1,200,000 of underwriting fees, $1,000,000 of deferred underwriting fees
and $431,167 of offering costs. As of November 30, 2020, there was $19,330 of cash held outside of the Trust Account and available
for working capital purposes.
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 (less any deferred underwriting commissions and interest released
to pay 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. There is no assurance that the Company will be able to successfully
effect a Business Combination.
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 a proposed 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 the Company seeks shareholder approval
of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and
Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption
rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
The shareholders will be entitled to redeem
their shares for a pro rata portion of the amount then in the Trust Account ($10.30 per share, subject to increase of up to an
additional $0.10 per share in the event that 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 shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption
rights upon the completion of a Business Combination with respect to the Company’s warrants or rights.
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 Sponsor and the Company’s officers
and directors and the underwriter (the “initial shareholders”) have agreed (a) to vote their founder shares, the
ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased 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 public shareholders with the opportunity to redeem their Public Shares in
conjunction with any such amendment, (c) not to redeem any ordinary 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 ordinary 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
initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased
after the Initial Public Offering if the Company fails to complete its Business Combination.
On each of August 20, 2019, November 19,
2019 and February 21, 2020, the period of time for the Company to consummate a Business Combination was extended for an additional
three-month period, for an aggregate total nine-month period ending on May 28, 2020, and, accordingly, $1,200,000 was deposited
into the Trust Account. The deposit was funded by non-interest bearing unsecured convertible promissory notes from the Sponsor.
The notes are repayable upon the consummation of a Business Combination (see Note 6).
The Company initially had until May 28,
2020 to complete a Business Combination. On May 22, 2020, the Company’s shareholders approved an amendment to its Amended
and Restated Memorandum and Articles of Association (the “Charter”) to extend the period of time for which the Company
was required to consummate a Business Combination from May 28, 2020 to November 30, 2020 (the “Combination Period”).
In connection with the approval of the extension on May 22, 2020, shareholders elected to redeem an aggregate of 2,643,178
ordinary shares, of which the Company paid cash in the aggregate amount of $28,055,793, or approximately $10.61 per share, to redeeming
shareholders on June 3, 2020. In connection with the extension, the Company deposited into the Trust Account $0.025 for each
public share that was not redeemed in connection with the extension, or an aggregate of approximately $136,000 (for each monthly
extension), for such extension. The amount deposited into the Trust Account was loaned to the Company by the Sponsor pursuant to
an unsecured convertible promissory note (the “Convertible Note”) (see Note 6).
On November 20, 2020, the Company’s
shareholders approved an amendment to its Amended and Restated Memorandum and Articles of Association to extend the period of
time for which the Company is required to consummate a Business Combination (the “Second Extension”) from November 30,
2020 to May 29, 2021. In connection with the approval of the Second Extension, shareholders elected to redeem an aggregate
of 1,200 ordinary shares, of which the Company has recorded a balance due to redeeming shareholders in the aggregate amount of
$12,919, or approximately $10.77 per share. On December 1, 2020 the balance of $12,919 was paid. In connection with the
Second Extension, the Company deposited into the Trust Account an aggregate of $0.05 per month for each public share that was
not redeemed in connection with the Second Extension, or an aggregate of $67,781, for such extension. The amount deposited into
the Trust Account was loaned to the Company by the Sponsor. The loan is non-interest bearing and due upon the earlier of (i) the
consummation of a Business Combination and (ii) the date the winding up of the Company (see Note 6).
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 five 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 and less interest to pay dissolution expenses up to $50,000), divided by the number of then
outstanding Public Shares, 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 underwriter has 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 the Initial Public Offering price per Unit ($10.00).
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
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, 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.
Nasdaq Notification
On August 28,
2020, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3) (the
“Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing
on the NASDAQ Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect
on the listing or trading of the Company’s securities on the Nasdaq Capital Market.
The Notice states
that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders
Rule. The Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the
required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up
to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not
accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq
Hearings Panel.
On December 10, 2020, the Company
received a letter from the Listing Qualifications Department of Nasdaq, confirming that the Company had regained compliance with
the Minimum Public Holders Rule based on the Company's submissions to Nasdaq dated October 12, October 28 and November 30,
2020 showing that the Company had more than 300 public holders.
NOTE 2. LIQUIDITY
As of November 30, 2020, the Company
had $19,330 in its operating bank accounts, $14,607,845 in marketable securities held in the Trust Account to be used for a Business
Combination or to repurchase or convert shares in connection therewith and a working capital deficit of $386,516. As of November 30,
2020, approximately $429,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay
the Company’s tax obligations, if any. To date the Company has not withdrawn any interest from the Trust Account in order
to pay its taxes.
Until the consummation of a Business Combination,
the Company will be using the funds not held in the Trust Account primarily to pay the expenses of being a public company and 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, review corporate documents and material agreements of prospective
target businesses, select the target business to acquire and structure, negotiate and consummate a Business Combination.
On June 25, 2020, the Sponsor committed
to provide the Company loans in the aggregate amount of $70,000 in loans in order to finance transaction costs in connection with
a Business Combination. On October 7, 2020 the Sponsor committed to provide the Company an additional loan in the aggregate
amount of $160,000 in order to finance transaction costs in connection with a Business Combination, bringing the total commitment
amount to an aggregate of $230,000.
The Company may raise additional capital
through loans or additional investments from the Sponsor, an affiliate of the Sponsor, or its officers and directors. The Company’s
officers and directors and the Sponsor or its affiliates may, but are not obligated to (except as described above), loan the Company
funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working
capital needs.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
On each of August 20, 2019, November 19,
2019 and February 21, 2020, the Company issued unsecured convertible promissory notes in the amount of $400,000, for an aggregate
total amount of $1,200,000, to the Sponsor. The notes do not bear interest, mature upon closing of a Business Combination by the
Company and are convertible, at the option of the holder, into additional Private Units at a price of $10.00 per Unit (see Note
6). As of November 30, 2020, the outstanding balance under the convertible notes was repaid in full.
On September 13, 2019, the Company
issued the “First Convertible Note” in the aggregate principal amount of up to $800,000 to the Sponsor (see Note 6). The
Convertible Note bears no interest and is repayable in full upon consummation of a Business Combination.
On October 21, 2020, the Company
issued the “Second Convertible Note” in the aggregate principal amount of up to $500,000 to the Sponsor (see Note 6). The
Convertible Note bears no interest and is repayable in full upon consummation of a Business Combination. During the quarter ended November 30, 2020 a total of $380,000 was repaid, the remaining balance
outstanding under the First and Second Convertible Notes amounted to an aggregate of $402,576 as of November 30, 2020.
On December 9, 2020, the Company issued the "Third Convertible Note" in the aggregate principal amount of up to $300,000 to the Sponsor
(see Note 6). The Convertible Note bears no interest and is repayable in full upon consummation of a Business Combination.
On January 1, 2021, the Sponsor committed
to provide the Company loans in the aggregate amount of $400,000 in loans in order to finance transaction costs in connection with
a Business Combination (See Note 11).
The Company does not believe it will
need to raise additional funds except Working Capital Loans (defined below) from the Sponsor in order to meet expenditures
required for operating its business. Other than the Convertible Note discussed above, neither the Sponsor or its affiliates,
nor any of the officers or directors are under any obligation to advance funds to, or invest in, the Company. Accordingly,
the Company may not be able to obtain additional financing. Should circumstances change and the Company is unable to raise
additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not
necessarily be limited to suspending the pursuit of a potential transaction. The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable terms, if at all. Even if the Company can obtain sufficient
financing or raise additional capital, it only has until May 29, 2021 to consummate a Business Combination. There is no
assurance that the Company will be able to do so prior to May 29, 2021.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP
have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,
consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results
and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 29,
2020 as filed with the SEC on April 30, 2020, which contains the audited financial statements and notes thereto. The financial
information as of February 29, 2020 is derived from the audited financial statements presented in the Company’s Annual
Report on Form 10-K for the year ended February 29, 2020. The interim results for the three and nine months ended November 30,
2020 are not necessarily indicative of the results to be expected for the year ending February 28, 2021 or for any future
interim periods.
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 auditor 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.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Use of Estimates
The preparation of condensed financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported
amounts of revenues and 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 events. Accordingly, the actual results could differ significantly from
those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of November 30, 2020 and February 29, 2020.
Marketable Securities Held in Trust
Account
At November 30, 2020 and February 29,
2020, substantially all of the assets held in the Trust Account were held in money market funds, which invest in U.S. Treasury
securities.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability
instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely
within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented
at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance
sheets.
Income Taxes
The Company complies with the accounting
and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the
financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on
enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November 30,
2020 and February 29, 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 management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
The Company’s tax provision is zero
because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. As such, the
Company has no deferred tax assets. 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.
On March 27, 2020, President Trump
signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant
business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL)
and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss
rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest
limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts
and Jobs Act tax provisions. The Company does not believe that CARES Act will have a significant impact on Company's financial
position or statement of operations.
Net Loss Per Ordinary Share
Net loss per ordinary share is computed
by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class
method in calculating earnings per share. Ordinary shares subject to possible redemption at November 30, 2020 and 2019, which
are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per
ordinary share since such ordinary shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.
The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase
2,135,000 ordinary shares, (2) rights sold in the Initial Public Offering and private placement that convert into 427,000
ordinary shares, and (3) a unit purchase option sold to the underwriter that is exercisable for 240,000 ordinary shares, warrants
to purchase 120,000 ordinary shares and rights that convert into 24,000 ordinary shares, in the calculation of diluted loss per
share, since the exercise of the warrants and the conversion of the rights into ordinary shares are contingent upon the occurrence
of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.
Reconciliation of Net Loss Per Ordinary
Share
The Company’s net loss is adjusted
for the portion of income that is attributable to ordinary shares subject to possible redemption, as these shares only participate
in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per ordinary
share is calculated as follows:
|
|
Three Months Ended
November 30,
|
|
|
Nine Months Ended
November 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Net loss
|
|
$
|
(196,283
|
)
|
|
$
|
(116,123
|
)
|
|
$
|
(520,260
|
)
|
|
$
|
(225,309
|
)
|
Less: Income attributable to ordinary shares subject to possible redemption
|
|
|
(154
|
)
|
|
|
(144,673
|
)
|
|
|
(19,821
|
)
|
|
|
(528,812
|
)
|
Adjusted net loss
|
|
$
|
(196,437
|
)
|
|
$
|
(260,796
|
)
|
|
$
|
(540,081
|
)
|
|
$
|
(754,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
2,027,351
|
|
|
|
1,881,942
|
|
|
|
2,007,674
|
|
|
|
1,833,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.41
|
)
|
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.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Recently Issued Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
condensed financial statements.
Risk
and Uncertainties
Management continues to evaluate 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 financial position, results of its operations and/or search for a target company, the specific impact
is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE 4. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering,
the Company sold 4,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share, one right (“Public
Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of
one ordinary share at the closing of a Business Combination (see Note 9). Each Public Warrant entitles the holder to purchase one-half
(1/2) of one ordinary share at an exercise price of $11.50 per full share (see Note 9).
NOTE 5. PRIVATE PLACEMENT
Simultaneously with the Initial Public
Offering, the Sponsor and the underwriter of the Initial Public Offering purchased an aggregate of 270,000 Private Units at a price
of $10.00 per Private Unit, of which 250,000 Private Units were purchased by the Sponsor and 20,000 Private Units were purchased
by the underwriter ($2,700,000 in the aggregate). The Private Units are identical to the Units sold in the Initial Public Offering,
except for the private warrants (“Private Warrants”), as described in Note 8. The proceeds from the sale of the Private
Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the
redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants and Private Rights will
expire worthless. The Private Units and underlying securities will not be transferable, assignable or salable until 30 days after
the completion of a Business Combination, subject to certain limited exceptions.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
In June 2018, the Company issued an
aggregate of 1,150,000 founder shares to the Sponsor for an aggregate purchase price of $25,000 in cash. The founder shares included
an aggregate of up to 150,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’
over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued
and outstanding ordinary shares after the Initial Public Offering (assuming the initial shareholders did not purchase any Public
Shares in the Initial Public Offering and excluding the Private Units and underlying securities). The underwriters’
election to exercise their over-allotment option expired unexercised on October 15, 2018 and, as a result, 150,000 Founder
Shares were forfeited, resulting in 1,000,000 Founder Shares outstanding as of November 30, 2020 and February 29, 2020.
The initial shareholders have agreed not
to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of (i) one
year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s
ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier if, subsequent
to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
Promissory Note – Related Party
On May 31, 2018, the Company issued
an unsecured promissory note to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $202,415.
The note was non-interest bearing and payable on the earlier of (i) December 31, 2018 or (ii) the consummation of
the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on August 31,
2018.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Administrative Services Arrangement
An affiliate of a member of the
Company’s Sponsor entered into an agreement commencing on August 28, 2018 through the earlier of the
Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general
and administrative services, including office space, utilities and administrative services, as the Company may require from
time to time. The Company has agreed to pay such entity $10,000 per month for these services. Effective May 31, 2020,
the Sponsor agreed to stop charging the Company the monthly administrative fee. For each of the three months ended
November 30, 2020 and 2019, the Company incurred $0 and $30,000, respectively, in fees for these services. For the nine months ended
November 30, 2020 and 2019, the Company incurred $30,000 and $90,000, respectively, in fees for these services. At
November 30, 2020 and February 29, 2020, there was $80,000 and $50,000, respectively, included in accounts payable
and accrued expenses in the accompanying condensed balance sheets.
Related Party Loans
In order to finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated
to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced
by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional
Private Units at a price of $10.00 per Unit, however, as provided in the Merger Agreement, the Sponsor has agreed to convert up
to $500,000 Working Capital Loans into Private Units and simultaneously forfeit 50,000 Founder Shares. In the event that a Business
Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On September 13, 2019 and
October 21, 2020, the Company issued convertible notes the First and Second Convertible Notes in the aggregate amount of $800,000
and $500,000, respectively, to the Sponsor. An aggregate of $782,576 was drawn down under these notes, of which $578,632 was used
for working capital purposes and $203,944 was used to fund the extension of the Combination Period. During the quarter ended November 30,
2020 a total of $380,000 was repaid, the remaining balance outstanding under these Convertible Notes amounted to an aggregate of
$402,576 as of November 30, 2020.
On December 3, 2020, the Company
borrowed an additional $67,781 under the Convertible Note to fund the extension of the Combination Period.
On December 9, 2020, the Company issued the Third Convertible Note in the aggregate principal amount of up to $300,000 to the Sponsor.
The Convertible Note bears no interest and is repayable in full upon consummation of a Business Combination.
Related Party Extension Loans
As discussed in Note 1, the Company could
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). In order to extend the time available for the Company to consummate a Business
Combination, the Sponsor or its affiliates or designees had to deposit into the Trust Account $400,000 ($0.10 per Unit), on or
prior to the date of the applicable deadline, for each three month extension up to an aggregate of $1,200,000, or $0.30 per Unit.
On each of August 20, 2019, November 19,
2019 and February 21, 2020, the Company issued unsecured convertible promissory notes in the amount of $400,000, or an aggregate
total amount of $1,200,000, representing $0.10 per public share (or $0.30 in the aggregate), to the Sponsor to fund each the three-month
extension payment, for a total aggregate extension of nine months and, accordingly, an aggregate of $1,200,000 was deposited into
the Trust Account. The notes do not bear interest, mature upon closing of a Business Combination by the Company and are convertible,
at the option of the holder, into additional Private Units at a price of $10.00 per Unit. If the Company completes a Business Combination,
the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does
not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial
shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the
event that the Company does not complete a Business Combination. As of November 30, 2020, the outstanding balance under the
convertible promissory notes were repaid in full.
NOTE 7. PROMISSORY NOTE
On October 22, 2020, the Company
issued a promissory note to certain investors in the principal amount of up to $1,860,000. The Promissory Note bears no interest
and is repayable in full upon consummation of a Business Combination. As of November 30, 2020, the outstanding balance under
the Promissory Note amounted to an aggregate of $1,619,122. On December 3, 2020 additional proceeds of $240,878 were received by the Company under the Promissory
Note.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
NOTE 8. COMMITMENTS
Registration Rights
Pursuant to a registration rights agreement
entered into on August 28, 2018, the holders of the founder shares, Private Units (and their underlying securities) and any
Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration
rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter
may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after
the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company
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 two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $1,000,000. Pursuant to the Company's
agreement with the underwriter, the Company will have the right to pay up to $400,000 of such amount to other advisors retained
by the Company to assist the Company in connection with a Business Combination; provided, however, that the Company may, in its
sole discretion, apply such 1.0% fee to other deal expenses instead.
Merger Agreement
On October 21, 2020, the Company,
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 4D Pharma PLC, a public limited company
incorporated under the laws of England and Wales (“4D Pharma”), and Dolphin Merger Sub Limited, a British Virgin Islands
company limited by shares and a wholly-owned subsidiary of 4D Pharma (“Merger Sub”).
Pursuant to the Merger Agreement, among
other things, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned
subsidiary of 4D Pharma (the “Merger” and the “Surviving Company”). The Merger will become effective at
such time on the closing date as the articles containing the plan of the merger and such other items (the “Articles of Merger”)
and the resolution amending Merger Sub's memorandum or articles of association and their amendment are registered by the registrar
of corporate affairs of the British Virgin Islands or at such other time subsequent thereto, but not exceeding 30 days from such
registration, as mutually agreed between 4D Pharma and the Company and specified in the Articles of Merger (the “Effective
Time”).
At the Effective Time, each of the Company’s
ordinary shares issued and outstanding prior to the Effective Time will be automatically converted into the right to receive the
Per Share Merger Consideration (as defined below), and each warrant to purchase the Company’s ordinary shares and right to
receive the Company’s ordinary shares that is outstanding immediately prior to the Effective Time will be assumed by 4D Pharma
and automatically converted into a warrant to purchase ordinary shares of 4D Pharma and a right to receive ordinary shares of 4D
Pharma, payable in Parent ADSs (the “Parent Shares”), respectively. The merger consideration payable upon the Effective
Time (the “Merger Consideration”) consists of the Per Share Merger Consideration, means the right to receive 7.5315
Parent Shares for each Company Share issued and outstanding immediately prior to the Effective Time.
4D Pharma shall (i) issue Parent Shares
equal to the Per Share Merger Consideration multiplied by the number of Company Shares registered in the name of the shareholders
of the Company immediately prior to the Effective Time (the “Share Merger Consideration”) and (ii) issue to such
Company Shareholders the number of American Depositary Shares of 4D Pharma (“Parent ADS”) equal to the Share Merger
Consideration multiplied by the exchange rate ratio of 1 4D Pharma ADS for every 8 shares of Per Share Merger Consideration (the
“Merger Consideration”).
The Merger Agreement contains customary
representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described
in the Merger Agreement.
NOTE 9. SHAREHOLDERS’ EQUITY
Preferred Shares — The
Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through
Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board
of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations, rights and preferences.
The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued.
All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred
shares will allow the Company to issue shares at different times on different terms. At November 30, 2020 and February 29,
2020, there are no preferred shares designated, issued or outstanding.
Ordinary Shares — The
Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares
are entitled to one vote for each share. At November 30, 2020 and February 29, 2020, there were 2,050,291 and 1,989,062
ordinary shares issued and outstanding, excluding 575,331 and 3,280,938 ordinary shares subject to possible redemption, respectively.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Rights — Each holder
of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder
of such right redeemed all Public Shares held by it in connection with a Business Combination. No fractional shares will be issued
upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive
its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the
Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for
a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders
of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an
as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order
to receive the 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of
the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company is unable to complete a
Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights
will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are
no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination.
Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Warrants — The Public
Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) August 28,
2019. 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 Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not
effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective
registration statement and during any period when the Company shall have failed to maintain an effective registration statement,
exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.
If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis.
The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company may call the warrants for redemption
(excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
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●
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at any time while the Public Warrants are exercisable,
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●
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upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,
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●
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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
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●
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if, and only if, there is a current registration statement in effect with respect to 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.
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If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a
“cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable
upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances
of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle
the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor
will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.
Accordingly, the warrants may expire worthless.
The Private Warrants are identical to the
Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares
issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless
basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants
are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by
the Company and exercisable by such holders on the same basis as the Public Warrants.
LONGEVITY ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Unit Purchase Option
On August 31, 2018, the Company sold
to the underwriter (and its designees), for $100, an option to purchase up to 240,000 Units exercisable at $11.50 per Unit (or
an aggregate exercise price of $2,760,000) commencing on the later of August 28, 2019 and the consummation of a Business Combination.
The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires August 28,
2023. The Units issuable upon exercise of the option are identical to those offered in the Initial Public Offering. The Company
accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering
resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of the unit purchase option
to be approximately $728,000 (or $3.03 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase
option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility
of 35%, (2) risk-free interest rate of 2.74% and (3) expected life of five years. The option and such units purchased
pursuant to the option, as well as the ordinary shares underlying such units, the rights included in such units, the ordinary shares
that are issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants,
have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of
FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for
a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter
and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to
holders demand and “piggyback” rights for periods of five and seven years, respectively, from the effective date of
the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly
issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other
than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable
upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s
recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares
at a price below its exercise price.
NOTE 10. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC
820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually.
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:
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Level 1:
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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.
|
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Level 2:
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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.
|
|
|
|
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Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The following table presents information
about the Company’s assets that are measured at fair value on a recurring basis at November 30, 2020 and February 29,
2020, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
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|
Level
|
|
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November
30,
2020
|
|
|
February
29,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account
|
|
|
1
|
|
|
$
|
14,607,845
|
|
|
$
|
42,412,991
|
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NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that
occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based on this review,
other than as described in these condensed financial statements and below, the Company did not identify any subsequent events that
would have required adjustment or disclosure in the condensed financial statements.
On December 3, 2020, the Company
borrowed an additional $67,781 under the Convertible Note to fund the extension of the Combination Period.
On December 9, 2020, the Company issued the Third Convertible Note in the aggregate principal amount of up to $300,000 to the Sponsor.
The Convertible Note bears no interest and is repayable in full upon consummation of a Business Combination.
On January 1, 2021, the Sponsor committed
to provide the Company loans in the aggregate amount of $400,000 in loans in order to finance transaction costs in connection with
a Business Combination.