Introduction
Nova
Vision Acquisition Corp. is a blank check company incorporated in the British Virgin Islands as a business company with limited liability
for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited
to a particular industry or geographic region, although we currently intend to direct part of our efforts in Asia (excluding China) and
focus on sourcing opportunities that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies
that serve these or other sectors. We shall not undertake our initial business combination with any entity with its principal business
operations in China (including Hong Kong and Macau). As of the date of this report, we have not selected any target business for our
initial business combination.
Our
management team is led by Mr. Eric Wong, our Chief Executive Officer, Chief Financial Officer and Director, and Mr. Wing-Ho Ngan, our
Chairman. Mr. Wong and Mr. Ngan each has more than 20 years of investment experience and both have a strong track record in mergers and
acquisitions and in developing and growing businesses across both expansionary and recessionary market cycles.
Mr.
Eric Wong has more than 25 years of commercial experience in corporate finance, mergers and acquisitions, integrating and leading growth
in public and private multinational companies. He has held senior executive and director positions in various high-growth private companies
in both Asia and the United States. He also has extensive experience in leading and completing mergers and acquisitions. For example,
he spearheaded the creation of one of the premier home furnishings suppliers in the North American market with operations across 12 countries.
Mr.
Wing-Ho Ngan has over 20 years’ experience in senior management positions in the corporate world, investment banking and entrepreneurship.
He focused on international expansion, business strategy and partnerships, corporate finance, mergers and acquisitions. Venturing from
the corporate world to entrepreneurship in 2017, Mr. Ngan co-founded two fintech start-ups, namely QFPay International Limited and Alchemy
Global Payment Solutions Limited, where he served as chief executive officer and co-founder.
Initial
Public Offering
On
August 10, 2021, we consummated our initial public offering (“IPO”) of 5,000,000 units (the “Units”). Also on
August 10, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. The total aggregate issuance
by the Company of 5,750,000 units at a price of $10.00 per unit resulted in gross proceeds of $57,500,000. Each unit consists of one
ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary
Share at a price of $11.50 per whole share, and one right (“Right”) to receive one-tenth (1/10) of one Ordinary Share upon
the consummation of an initial business combination. The Company’s Registration Statement on Form S-1 was declared effective by
the SEC on August 5, 2021. EF Hutton, division of Benchmark Investments, LLC acted as the representative for the underwriters for the
IPO.
Simultaneously
with the closing of the IPO and the sale of the over-allotment units on August 10, 2021, the Company consummated the private placement
(“Private Placement”) with Nova Pulsar Holdings Limited, its sponsor, of 307,500 units (the “Private Units”)
at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000. These securities (other than our IPO securities) were
issued pursuant to an exemption from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) of the securities
Act.
The
private units are identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions.
Additionally, because the private units will be issued in a private transaction, our sponsor and its permitted transferees will be allowed
to cash exercise the private warrants even if a registration statement covering the ordinary shares issuable upon exercise of such warrants
is not effective and receive unregistered ordinary shares. Furthermore, our sponsor has agreed (A) to vote the ordinary shares underlying
the private units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor
of, an amendment to our amended and restated memorandum and articles of association that would stop our public shareholders from converting
or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem
100% of our public shares if we do not complete a business combination within 12 months (or 15 or 21 months if we extend the period of
time to consummate a business combination, as described in more detail in the prospectus of the Company relating to the IPO) from the
closing of the IPO unless we provide public shareholders with the opportunity to redeem their public shares from the trust account in
connection with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder
vote to approve our proposed initial business combination or a vote to amend the provisions of our amended and restated memorandum and
articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall
not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our sponsor has also agreed
not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider
shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must
agree to, each as described above) until 30 calendar days after the completion of our initial business combination.
As
of August 10, 2021, a total of $58,075,000 of the net proceeds from the IPO 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 shareholders at Goldman Sachs Asset Management, L.P. maintained by American Stock Transfer & Trust Company, LLC, acting as
trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity
of 180 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. On September 30, 2021, our ordinary shares, warrants and rights underlying the Units
sold in our IPO began to trade separately on a voluntary basis.
Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. 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.
Industries
Overview
While
we may pursue an acquisition opportunity that may benefit from the expertise and networks of our management team across any industry,
we currently intend to direct part of our efforts in Asia (excluding China) and focus on sourcing opportunities that are in the PropTech,
FinTech, ConsumerTech, Supply Chain Management industries or technology companies that serve these or other sectors. We shall not undertake
our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We
will focus on businesses that provide technology solutions and innovations that make businesses and industries more accessible, affordable,
autonomous, connected, data-driven, digital, dynamic, efficient, experimental, flexible, productive, smart, transparent or virtual. We
believe that these sectors are attractive for a number of reasons, including, the accelerating penetration of technology, their large
addressable market and their rapid growth.
Accelerating
Penetration of Technology
We
believe technology has transformed and advanced multiple industries. In particular, this trend has taken place and accelerated as a result
of:
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the
need for robust technology to manage businesses more effectively and drive growth; |
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increasing
B2C and B2B connectivity via mobile and cloud; |
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rising
digitalization across all industries and consumer expectations for digital and tech-enabled experiences; and |
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new
technology expanding use cases within established industries. |
The
adoption of technology and innovation in real estate and financial services as well as consumer and retail has recently reached an inflection
point. Changing demographics, consumer preferences and behaviour are driving the demand for greater efficiency and improved user experiences
through the use of technology. In this environment, the power of data and the ability to manipulate and analyze it for rapid insights
has become a necessity to industry participants.
Several
innovative technology trends are driving technological transformation in many sectors such as artificial intelligence and machine learning,
data analytics, cloud technologies, the Internet of Things, virtual and augmented reality, financial and mortgage technologies, 5G, automation
and robotics. Digital transformation has also enabled new business models as diverse as co-working, flexible warehousing and crowdfunding.
One
of the largest trends affecting companies and enterprises alike is the emergence of working from home. Enterprises, small businesses
and tenants are driven to adopt unifying technologies to harness efficiency, preserve company culture and drive performance. The backgrounds
of our management team give us deep insights into the identification, operations and success factors for companies serving this need.
We expect this trend to accelerate even further as a result of the COVID-19 pandemic.
Acquisition
Strategy and Investment Criteria
Our
investment strategy is to identify and complete our initial business combination with a company that complements the experience of our
management team and advisory board and that can benefit from our expertise. Our selection process will leverage our management team’s
broad and deep relationship networks, unique industry experiences and proven deal sourcing and execution capabilities.
Additionally,
we seek to acquire a business that offers innovative and disruptive solutions to optimize aspects of the value chain and other outdated
business processes. Our management team will work to leverage our access to proprietary deal flow, sourcing capabilities and network
of industry contacts to generate business opportunities. We will leverage the network of contacts developed by our management team and
those of our sponsor, including relationships in the financial services, real estate, global supply chain, healthcare, technology and
software industries, comprising management teams of public and private companies, investment bankers, private equity sponsors, venture
capital investors, advisers, attorneys and accountants that we believe should provide us with numerous business combination opportunities.
We intend to deploy a proactive sourcing strategy and to focus on companies where we believe the combination of our operating experience,
relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target’s
growth and performance. Our management team will look to identify combination targets which are in need of strategic growth capital,
will benefit from becoming a publicly listed company or need to repurchase debt, target strategic acquisitions or require working capital.
Our
management team has experience in:
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sourcing,
structuring, acquiring and selling businesses; |
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fostering
relationships with sellers, capital providers and target management teams; |
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negotiating
transactions favorable to investors; |
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executing
transactions in multiple geographies and under varying economic and financial market conditions; |
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accessing
capital markets, including financing businesses and helping companies transition to public ownership; |
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operating
companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent; |
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acquiring
and integrating companies; and |
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developing
and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic
footprint of target businesses. |
We
have identified the following criteria that we believe are important and that we intend to use in evaluating initial business combination
opportunities. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual
criterion will entirely determine a decision to pursue a particular opportunity. Further, any particular initial business combination
opportunity which we ultimately determine to pursue may not meet one or more of these criteria.
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Middle-Market
Business: We intend to seek candidates with an enterprise value of approximately $100 million to $1.0 billion, determined in
the sole discretion of our officers and directors according to reasonable accepted valuation standards and methodologies. We believe
that the middle-market segment provides the greatest number of opportunities for investment, and it is where we believe we have the
strongest network to identify opportunities. |
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High
Quality Management Team: We will look for a business that has a management team with a strong track record of revenue growth
and the ability to scale a business organically and/or inorganically. We will also evaluate for “public-readiness” with
respect to organizational structure, corporate governance, control and culture. |
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Superior
Business Model and Compelling Unit Economics: We will seek to acquire a business with demonstrated strong financial performance
and a scalable approach to the markets in which it operates. We are looking for a business that generates attractive unit economics
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Large
Addressable Market with Growth Potential: We will search for a business that operates in a large addressable market with immediate
opportunities for further growth within its current market as well as adjacent markets. We will search for a business with defensible
organic growth drivers and strategic, inorganic growth opportunities, whether through expansion into new products or solutions, verticals
or mergers and acquisitions. |
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Value
Creation Potential: We plan to invest in a business that will benefit from our management team’s extensive industry networks
and expertise. |
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Attractive
Risk-Adjusted Returns for our Shareholders: We seek to acquire a business that we believe will offer attractive growth prospects,
benefit from a public market capital structure and provide attractive risk-adjusted returns for our shareholders. We will weigh potential
growth opportunities and operational and financial improvements in the acquired business against any identified downside risks. |
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Benefit
from Access to Public Markets: We will target a company which will benefit from being publicly traded and can capitalize on access
to the public capital markets to accelerate growth. |
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Targets
That Can Benefit from our Management Team’s Relationships and Experience: While we may pursue an initial business combination
opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate
a business or businesses that can benefit from our management team’s established global relationships and operating experience.
We believe our management’s significant operating and deal-making experience and relationships will give us a number of competitive
advantages and will present us with a substantial number of potential business combination targets. |
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event we decide to enter into an initial business combination with a target business that does not meet the
above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications
about our initial business combination.
Consistent
with this business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide
to enter into our initial business combination with a target business that does not meet these criteria and guidelines.
Effecting
a Business Combination
General
We
are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time until we
consummate an initial business combination. We intend to utilize cash derived from the proceeds of the IPO and the Private Placement,
our share capital, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds
of the IPO and the Private Placement are intended to be applied generally toward effecting a business combination, the proceeds are not
otherwise being designated for any more specific purposes. Accordingly, investors in the IPO are investing without first having an opportunity
to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time
delays, significant expense, loss of voting control and compliance with various U.S. Federal and state securities laws. In the alternative,
we may seek to consummate a business combination with a company that may be in its early stages of development or growth. While we may
seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result
of our limited resources, to effect only a single business combination.
We
Have Not Identified a Target Business
To
date, we have not selected any target business on which to concentrate our search for a business combination. None of our officers, directors,
initial shareholders and other affiliates has engaged in discussions on our behalf with representatives of other companies regarding
the possibility of a potential merger, share exchange, asset acquisition or other similar business combination with us, nor have we,
nor any of our agents or affiliates, been approached by any candidates (or representatives of any candidates) with respect to a possible
business combination with our company.
Subject
to the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any
deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution
of a definitive agreement for our initial business combination, as described below in more detail, we will have virtually unrestricted
flexibility in identifying and selecting a prospective acquisition candidate. We have not established any other specific attributes or
criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors in the IPO to evaluate
the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect
a business combination with a company or an entity in its early stage of development or growth, including entities without established
records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential
emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all significant risk factors.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or
mailings which will not commence until after the completion of the IPO. These sources may also introduce us to target businesses they
think we may be interested in on an unsolicited basis, since many of these sources will have read the Company’s prospectus relating
to the IPO and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may
also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate
engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may
engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation
to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing
officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However,
as of the date of this report, there is no affiliated entity that we consider a business combination target.
Selection
of a Target Business and Structuring of a Business Combination
Subject
to the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any
deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution
of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually
unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes
or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may
consider a variety of factors, including one or more of the following:
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financial
condition and results of operation; |
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growth
potential; |
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experience
and skill of management and availability of additional personnel; |
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capital
requirements; |
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competitive
position; |
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barriers
to entry; |
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stage
of development of its products, processes or services; |
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degree
of current or potential market acceptance of the products, processes or services; |
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proprietary
features and degree of intellectual property or other protection for its products, processes or services; |
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regulatory
environment of the industry; and |
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costs
associated with effecting the business combination. |
We
believe such factors will be important in evaluating prospective target businesses, regardless of the location or industry in which such
target business operates. However, this list is not intended to be exhaustive. Furthermore, we may decide to enter into a business combination
with a target business that does not meet these criteria and guidelines.
Any
evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as
well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although
we have no current intention to engage any such third parties.
The
time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available
to otherwise complete a business combination.
Fair
Market Value of Target Business
Pursuant
to NASDAQ listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least
80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable
on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,
although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. We currently
anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transaction 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. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the issuance of
a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets
of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing
for our securities on NASDAQ. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities
to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since
we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement and have no
current intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more
standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).
If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion
from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on
the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to
obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
that the target business complies with the 80% threshold.
We
will not be required to comply with the 80% fair market value requirement if we are delisted from NASDAQ. If NASDAQ delists our securities
from trading on its exchange, we would not be required to satisfy the fair market value requirement described above and could complete
a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.
Lack
of Business Diversification
Our
business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time
of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses
at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance
of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating
in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity,
our lack of diversification may:
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subject
us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to a business combination, and |
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result
in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
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we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of
such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may
make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also
face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations
(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or
products of the acquired companies in a single operating business.
Limited
Ability to Evaluate the Target Business’ Management
Although
we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination,
we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure
you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the
future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated
with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions
with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a
business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if
they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take
place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form
of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target
business, their ability to remain with the company after the consummation of a business combination will not be the determining factor
in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors
may not have significant experience or knowledge relating to the operations of the particular target business.
Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders
May Not Have the Ability to Approve an Initial Business Combination
In
connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at
a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote
for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust
account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means
of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate
amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding
the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares
held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage
in a tender offer, such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares
rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety
of factors such as the timing of the transaction, or whether the terms of the transaction would otherwise require us to seek shareholder
approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders
to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case,
we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the
initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only
if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority
of the issued and outstanding ordinary shares voted are voted in favor of the business combination.
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities
Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital
closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial
business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may
be required to have a lesser number of shares converted or sold to us) and may force us to seek third party financing which may not be
available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we
may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have
to wait 12 months (or 15 or 21 months as such period may be extended up to 21 months at the election of the Company subject to the satisfaction
of certain conditions) from the closing of the IPO in order to be able to receive a pro rata share of the trust account.
Our
initial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed
business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business
combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination. If we hold
a meeting to approve a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote,
against such proposed business combination, our officers, directors, initial shareholders or their affiliates could purchase our units
or ordinary shares in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers,
directors, initial shareholders and their affiliates will not make purchases of ordinary shares if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.
Ability
to Extend Time to Complete Business Combination
If
we anticipate that we may not be able to consummate our initial business combination (i) within 12 months from the consummation of the
IPO in the situation that we have not filed a proxy statement, registration statement or similar filing for an initial business combination
within such 12-month period, or (ii) within 15 months from the consummation of the IPO in the situation that we have filed within such
12-month period, we may, but are not obligated to, extend the period of time to consummate a business combination three times and two
times respectively by an additional three months each time for a total of up to 21 months to complete a business combination. In this
situation, public shareholders will not be offered the opportunity to vote on or redeem their shares if we choose to make such extension.
Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between
us and our Trust Agent, in order to extend the time available for us to consummate our initial business combination, our insiders or
their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for
each three month extension $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share
in either case), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory
note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination
unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial
business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private
units at a price of $10.00 per unit. Our shareholders have approved the issuance of the private units upon conversion of such notes,
to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. We intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders
and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business
combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business
combination, such insiders (or their affiliates or designees) may deposit the entire amount required. Any notes issued pursuant to these
loans would be in addition to any notes issued pursuant to working capital loans made to us.
Redemption/Tender
Rights
At
any meeting called to approve an initial business combination, public shareholders may seek to redeem their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then
on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have
agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share
of the aggregate amount then on deposit in the trust account. The redemption rights will be effected under our amended and restated memorandum
and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares.
Alternatively,
if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender
offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum
amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer
or remain an investor in our company.
Our
initial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly
or indirectly, whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.
We
may also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender
their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the
business combination. Once the shares are converted by the holder, and effectively redeemed by us under British Virgin Islands law, the
transfer agent will then update our Register of Members to reflect all conversions. The proxy solicitation materials that we will furnish
to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders
to satisfy such delivery requirements. Accordingly, a shareholder would have from the time our proxy statement is mailed through the
vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under our amended and
restated memorandum and articles of association, we are required to provide at least 10 days’ advance notice of any shareholder
meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise redemption rights. As a
result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion
of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive
the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may
be forced to retain our securities when they otherwise would not want to.
There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC
System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this
cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights to deliver their shares
prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result
in an increased cost to shareholders.
Any
request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an election
of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender
offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account.
In such case, we will promptly return any shares delivered by public holders.
Automatic
Liquidation of Trust Account if No Business Combination
If
we do not complete a business combination within 12 months (or 15 months or up to 21 months if we choose to extend such period) from
the consummation of the IPO, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding
public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the
funds held in the trust account and not necessary to pay our taxes, then seek to liquidate and dissolve. However, we may not be able
to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In
the event of our liquidation and subsequent dissolution, the public warrants and public rights will expire and will be worthless.
The
amount in the trust account will be treated as funds distributable under the Companies Act provided that immediately following the date
on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.
If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the
trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest net of taxes
payable). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors
for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with
respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought
against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received
by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and
service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target
business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee
that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would
conclude that such agreements are legally enforceable.
Each
of our initial shareholders and our officers and directors have agreed to waive its rights to participate in any liquidation of our trust
account or other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor
of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account
with respect to our warrants and rights, which will expire worthless.
If
we are unable to complete an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited
in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share redemption
price from the trust account would be $10.10.
The
proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses
or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited
to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.
If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis
of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest
of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party
that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis
of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management
believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.
Nova
Pulsar Holdings Limited has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will
be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered
or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent
necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed
a waiver agreement. However, we cannot assure you that it will be able to satisfy those obligations if it is required to do so. Accordingly,
the actual per-share redemption price could be less than $10.10 due to claims of creditors. Additionally, if we are forced to file a
bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you
we will be able to return to our public shareholders at least $10.10 per share.
Competition
In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous
potential target businesses that we could acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable
target businesses may be limited by our available financial resources.
The
following also may not be viewed favorably by certain target businesses:
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our
obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders
in connection with such business combination may delay or prevent the completion of a transaction; |
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our
obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination; |
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NASDAQ
may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities
following a business combination; |
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our
outstanding warrants and rights and the potential future dilution they represent; |
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our
obligation to pay the deferred underwriting discounts and commissions to the underwriters upon consummation of our initial business
combination; |
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our
obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our
initial shareholders, officers, directors or their affiliates; |
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our
obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities
issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and |
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the
impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on
developments involving us prior to the consummation of a business combination. |
Any
of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes,
however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive
advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth
potential on favorable terms.
If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.
Facilities
We
maintain our principal executive office at 3 Ocean Way #5-7, Singapore 098368. The cost for this space is provided to us by Nova Pulsar
Holdings Limited as part of the $10,000 per month payment we make to it for office space and related services. We consider our current
office space adequate for our current operations.
Employees
We
have one executive officer, Mr. Eric Wong, our Chief Executive Officer and Chief Financial Officer. He is not obligated to devote any
specific number of hours to our matters and intend to devote only as much time as he deem necessary to our affairs. The amount of time
he will devote in any time period will vary based on whether a target business has been selected for the business combination and the
stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire,
he will spend more time investigating such target business and negotiating and processing the business combination (and consequently
spend more time to our affairs) than he would prior to locating a suitable target business. We presently expect our executive officers
to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week
while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.