UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
Commission File No.
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ | Large accelerated filer | ☐ | Accelerated filer |
☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
As of November 10, 2021, there were
GREENCITY ACQUISITION CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021
TABLE OF CONTENTS
| Page | |
Part I. Financial Information | ||
Item 1. Financial Statements | ||
1 | ||
2 | ||
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) | 3 | |
5 | ||
6 | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | 25 | |
25 | ||
27 | ||
27 | ||
27 | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 27 | |
27 | ||
27 | ||
27 | ||
28 | ||
29 |
i
GREENCITY ACQUISITION CORPORATION
UNAUDITED CONDENSED BALANCE SHEETS
| September 30, |
| December 31, | |||
2021 | 2020 | |||||
| (Unaudited) |
| (Restated) | |||
ASSETS |
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Current assets: | ||||||
Cash | $ | | $ | | ||
Prepaid expenses and other current assets | | | ||||
Total Current Assets | | | ||||
Marketable securities held in Trust Account | | | ||||
TOTAL ASSETS | $ | | $ | | ||
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT |
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Current liabilities: |
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Accrued expenses | $ | | $ | | ||
Accrued offering costs |
| — |
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Promissory note payable to related party |
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Total Current Liabilities |
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Deferred underwriting compensation | | | ||||
Warrant liabilities | | | ||||
TOTAL LIABILITIES | | | ||||
Commitments and contingencies |
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Ordinary shares, subject to possible redemption: | | | ||||
Shareholders’ Deficit: |
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Preferred shares, $ |
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Ordinary shares, $ |
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Additional paid in capital |
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Accumulated deficit |
| ( |
| ( | ||
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Total Shareholders’ Deficit |
| ( |
| ( | ||
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TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | $ | | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
GREENCITY ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended | Nine months ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
(Revised) | (Revised) | |||||||||||
Operating costs | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Loss from operations | ( | ( | ( | ( | ||||||||
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Other income | ||||||||||||
Interest income | | | | | ||||||||
Change in fair value of warrant liabilities | | ( | | ( | ||||||||
Allocation of offering cost to warrant liability | — | ( | — | ( | ||||||||
Unrealized loss on marketable securities held in Trust Account | — | ( | — | ( | ||||||||
(Loss) income before income taxes | | ( | | ( | ||||||||
Income taxes | — | — | — | — | ||||||||
NET (LOSS) INCOME | $ | | $ | ( | $ | | $ | ( | ||||
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | | | | | ||||||||
Basic and diluted net income per ordinary shares subject to possible redemption | $ | | $ | | $ | | $ | | ||||
Basic and diluted weighted average shares outstanding, ordinary shares attributable to Greencity Acquisition Corporation | | | | | ||||||||
Basic and diluted net income(loss) per share, ordinary shares attributable to Greencity Acquisition Corporation | | ( | | ( |
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
GREENCITY ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
| Three months ended September 30, 2021 | |||||||||||||
Total | ||||||||||||||
| Ordinary shares | Additional | Accumulated | shareholders’ | ||||||||||
No. of shares |
| Amount |
| paid-in capital |
| deficit |
| deficit | ||||||
Balance as of July 1, 2021 (Revised) |
| | $ | | $ | — | $ | ( | $ | ( | ||||
Net income for the period |
| — |
| — |
| — |
| |
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Balance as of September 30, 2021 |
| | $ | | $ | — | $ | ( | $ | ( |
| Three months ended September 30, 2020 | |||||||||||||
Total | ||||||||||||||
| Ordinary shares |
| Additional |
| Accumulated |
| shareholders’ | |||||||
No. of shares |
| Amount | paid-in capital | deficit | deficit | |||||||||
Balance as of July 1, 2020 |
| | $ | | $ | | $ | ( | $ | ( | ||||
Sale of | | | | — | | |||||||||
Sale of | | | | — | | |||||||||
Sale of unit purchase option | — | — | | — | | |||||||||
Forfeiture of Founder Shares | ( | ( | | — | — | |||||||||
Offering costs allocated to warrants | — | — | | — | | |||||||||
Private warrant – liabilities | — | — | ( | — | ( | |||||||||
Reclassification of ordinary shares subject to redemption | ( | ( | ( | — | ( | |||||||||
Allocation of offering costs to ordinary shares subject to redemption | — | — | | — | | |||||||||
Accretion of carrying value to redemption value | — | — | ( | ( | ( | |||||||||
Net loss for the period | — | — | — | ( | ( | |||||||||
Balance as of September 30, 2020 (Revised) |
| | $ | | $ | — | $ | ( | $ | ( |
3
GREENCITY ACQUISITION CORPORATION
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
Nine months ended September 30, 2021 | ||||||||||||||
Additional | Total | |||||||||||||
Ordinary shares | paid-in | Accumulated | shareholders’ | |||||||||||
| No. of shares |
| Amount |
| capital |
| deficit |
| deficit | |||||
Balance as of January 1, 2021 (as restated) |
| | $ | | $ | — | $ | ( | $ | ( | ||||
Net income for the period |
| — |
| — |
| — |
| |
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Balance as of September 30, 2021 | | $ | | $ | — | $ | ( | $ | ( |
Nine months ended September 30, 2020 | ||||||||||||||
Additional | Total | |||||||||||||
Ordinary shares | paid-in | Accumulated | shareholders’ | |||||||||||
| No. of shares |
| Amount |
| capital |
| deficit |
| deficit | |||||
Balance as of January 1, 2020 (as restated) |
| | $ | | $ | | $ | ( | $ | ( | ||||
Sale of | | | | — | | |||||||||
Sale of | | | | — | | |||||||||
Sale of unit purchase option | — | — | | — | | |||||||||
Forfeiture of Founder Shares | ( | ( | | — | — | |||||||||
Offering costs allocated to warrants | — | — | | — | | |||||||||
Private warrant – liabilities | — | — | ( | — | ( | |||||||||
Reclassification of ordinary shares subject to redemption | ( | ( | ( | — | ( | |||||||||
Allocation of offering costs to ordinary shares subject to redemption | — | — | | — | | |||||||||
Accretion of carrying value to redemption value | — | — | ( | ( | ( | |||||||||
Net loss for the period | — | — | — | ( | ( | |||||||||
Balance as of September 30, 2020 (Revised) | | $ | | $ | — | $ | ( | $ | ( |
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
GREENCITY ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
Nine months ended September 30, | ||||||
| 2021 |
| 2020 | |||
(Revised) | ||||||
Cash flows from operating activities |
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Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities |
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Interest earned in marketable securities held in trust account | ( | ( | ||||
Unrealized loss on securities held in Trust Account | — | | ||||
Change in fair value of warrant liabilities | ( | | ||||
Offering costs allocated to warrants | — | | ||||
Change in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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| ( | ||
Accrued liabilities |
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Net cash used in operating activities |
| ( |
| ( | ||
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Cash flows from investing activities |
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Security deposit |
| — |
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Investment of cash into Trust Account | — | ( | ||||
Net cash provided by investing activities |
| — |
| ( | ||
Cash flows from financing activities |
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Proceeds from sale of Units, net of underwriting discounts paid |
| — |
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Proceeds from sale of Private Placement Warrants | — | | ||||
Proceeds from sale of unit purchase option | — | | ||||
Payment of offering costs |
| ( |
| ( | ||
Repayment of promissory note- related party | ( | — | ||||
Proceeds from promissory note – related party | — | | ||||
Net cash (used in) provided by financing activities |
| ( |
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NET CHANGE IN CASH |
| ( |
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Cash, beginning of period |
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Cash, end of period | $ | | $ | | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Reclassification of ordinary shares subject to redemption | $ | — | $ | | ||
Allocation of offering costs to ordinary share subject to redemption | $ | — | $ | | ||
Accretion of carrying value to redemption value | $ | — | $ | | ||
Proceeds of a promissory note deposited in Trust Account by a founder shareholder | $ | | $ | — | ||
Deferred underwriting fee payable | $ | — | $ | | ||
Offering costs included in accrued offering costs | $ | — | $ | |
The accompanying notes are an integral part of the unaudited condensed financial statements.
5
GREENCITY ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND
Greencity Acquisition Corporation (the “Company”) is a blank check company (commonly referred to as SPAC or special purpose acquisition company) incorporated in the Cayman Islands on May 14, 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 a connection to the Asia market.
At September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, its Initial Public Offering (as defined below) and activities in connection with sourcing potential acquisitions.
The registration statement for the Company’s initial public offering (IPO or Initial Public Offering)) was declared effective on July 23, 2020. On July 28, 2020, the Company consummated the IPO of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
Following the closing of the Initial Public Offering on July 28, 2020, an amount of $
Subject to the requirements that funds held in trust pending liquidation or completion of a Business Combination the Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units following completion of a Business Combination, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Additionally, NASDAQ rules which are applicable to the company as its securities are listed on NASDAQ, provide that the Business Combination must be with
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, if the Company is no longer a foreign private issuer, 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 $
6
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
If the Company continues to be a foreign private issuer or if a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $
The Sponsor and any of the Company’s officers or directors that may hold founder shares (the “initial shareholders”) will agree (a) to vote their founder shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.
If the Company does not complete a business combination within
7
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
The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor (other than the Company’s independent auditors) 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 (i) $
Risks and Uncertainties
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve.
Management continues to evaluate the impact of the COVID-19 pandemic 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.
Liquidity and Going Concern
As of September 30, 2021, the Company had $
Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
8
To complete a Business Combination, the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If 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, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2 – REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In preparation of the Company’s consolidated financial statements as of and for the period ended September 30, 2021, the Company concluded it should revise its consolidated financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $
9
The following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the period, indicated:
As | |||||||||
Previously | As | ||||||||
Reported | Adjustments | Revised | |||||||
Balance sheet as of July 28, 2020 (Audited) |
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Ordinary Shares Subject to Possible Redemption | $ | | $ | | $ | | |||
Ordinary Shares | | ( | | ||||||
Additional paid-in capital | | ( | — | ||||||
Accumulated deficit | ( | ( | ( | ||||||
Total Shareholders’ Equity (Deficit) | | ( | ( | ||||||
Balance sheet as of September 30, 2020 (Unaudited) | |||||||||
Ordinary Shares Subject to Possible Redemption | $ | | $ | | $ | | |||
Ordinary Shares | | ( | | ||||||
Additional paid-in capital |
| |
| ( |
| — | |||
Accumulated deficit |
| ( |
| ( |
| ( | |||
Total Shareholders’ Equity (Deficit) | ( | ( | |||||||
Balance sheet as of December 31, 2020 (Restated) | |||||||||
Ordinary Shares Subject to Possible Redemption | $ | $ | $ | ||||||
Ordinary Shares | | ( | | ||||||
Additional paid-in capital | | ( | — | ||||||
Accumulated deficit | ( | ( | ( | ||||||
Total Shareholders’ Equity (Deficit) | | ( | ( | ||||||
Balance sheet as of March 31, 2021 (Unaudited) | |||||||||
Ordinary Shares Subject to Possible Redemption | | | | ||||||
Ordinary shares | | ( | | ||||||
Additional paid-in capital | | ( | — | ||||||
Accumulated deficit | ( | ( | ( | ||||||
Total Shareholders’ Equity (Deficit) | | ( | ( | ||||||
Balance sheet as of June 30, 2021 (Unaudited) | |||||||||
Ordinary Shares Subject to Possible Redemption | | | | ||||||
Ordinary shares | | ( | | ||||||
Additional paid-in capital | | ( | - | ||||||
Accumulated deficit | ( | ( | ( | ||||||
Total Shareholders’ Equity (Deficit) | | ( | ( | ||||||
Statement of Operations for the three months ended September 30, 2020 (Unaudited) | |||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | — | | | ||||||
Basic and diluted net loss per share, ordinary shares attributable to Greencity Acquisition Corporation | ( | ( | ( | ||||||
Statement of Operations for the nine months ended September 30, 2020 (Unaudited) | |||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | — | | | ||||||
Basic and diluted net loss per share, ordinary shares attributable to Greencity Acquisition Corporation | ( | ( | ( | ||||||
Statement of Operations for the year ended December 31, 2020 (Audited) | |||||||||
Basic and diluted net loss per share, ordinary shares subject to possible redemption | — | ( | ( | ||||||
Basic and diluted net loss per share, ordinary shares attributable to Greencity Acquisition Corporation | ( | ( | ( | ||||||
Statement of Operations for the three months ended March 31, 2021 (Unaudited) | |||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | | | | ||||||
Basic and diluted net income per share, ordinary shares attributable to Greencity Acquisition Corporation | | ( | | ||||||
Statement of Operations for the three months ended June 30, 2021 (Unaudited) | |||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | | | | ||||||
Basic and diluted net income per share, ordinary shares attributable to Greencity Acquisition Corporation | | ( | | ||||||
Statement of Operations for the six months ended June 30, 2021 (Unaudited) | |||||||||
Basic and diluted net income per share, ordinary shares subject to possible redemption | | | | ||||||
Basic and diluted net income per share, ordinary shares attributable to Greencity Acquisition Corporation | | ( | | ||||||
Statement of Cash Flows for the nine months ended September 30, 2020 (Unaudited) | |||||||||
Initial classification of ordinary shares subject to possible redemption | | ( | — | ||||||
Change in value of ordinary shares subject to possible redemption | ( | | | ||||||
Allocation of offering costs to ordinary shares subject to possible redemption | — | | | ||||||
Accretion of carrying value to redemption value | — | | | ||||||
Statement of Cash Flows for the year ended December 31, 2020 (Restated) | |||||||||
Initial classification of ordinary shares subject to possible redemption | | ( | — | ||||||
Change in value of ordinary shares subject to possible redemption | ( | | | ||||||
Allocation of offering costs to ordinary shares subject to possible redemption | — | | | ||||||
Accretion of carrying value to redemption value | — | | |
10
NOTE 3 – 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/A for the year ended December 31, 2020, as filed with the SEC on July 26, 2021. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US 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 financial statements and the reported amounts of income 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 confirming events. Accordingly, the actual results could differ significantly from those estimates.
11
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Marketable Securities Held in Trust Account
At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the ordinary shares were charged to shareholders’ equity upon the completion of the Public Offering.
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 subject to occurrence of uncertain future events and are considered to be outside of the Company’s control. 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 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.
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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 Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were
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.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of September 30, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of
The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following:
For the Nine | For the Nine | |||||
Months Ended | Months Ended | |||||
| September 30, 2021 |
| September 30, 2020 | |||
Net income (loss) | $ | | $ | ( | ||
Accretion of carrying value to redemption value | — | ( | ||||
Net income (loss) including accretion of carrying value to redemption value | $ | | $ | ( |
For the Three | For the Three | |||||
Months Ended | Months Ended | |||||
| September 30, 2021 |
| September 30, 2020 | |||
Net income (loss) | $ | | $ | ( | ||
Accretion of carrying value to redemption value |
| — |
| ( | ||
Net income (loss) including accretion of carrying value to redemption value | $ | | $ | ( |
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| For the |
| For the | |||||||||
Nine Months Ended | Nine Months Ended | |||||||||||
September 30, 2021 | September 30, 2020 | |||||||||||
Redeemable | Redeemable | |||||||||||
Common | Non-Redeemable | Common | Non-Redeemable | |||||||||
| Stock |
| Common Stock |
| Stock |
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Basic and diluted net income (loss) per share: |
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Allocation of net income (loss) including carrying value to redemption value | $ | | $ | | $ | ( | $ | ( | ||||
Accretion of carrying value to redemption value |
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Allocation of net income (loss) | $ | | $ | | $ | | $ | ( | ||||
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Weighted-average shares outstanding |
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Basic and diluted net income (loss) per share | | | | ( |
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Three Months Ended | Three Months Ended | |||||||||||
September 30, 2021 | September 30, 2020 | |||||||||||
Redeemable | Redeemable | |||||||||||
Common | Non-Redeemable | Common | Non-Redeemable | |||||||||
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Basic and diluted net income (loss) per share: |
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Numerators: |
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Allocation of net income (loss) including carrying value to redemption value | $ | | $ | | $ | ( | $ | ( | ||||
Accretion of carrying value to redemption value |
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Allocation of net income (loss) | $ | | $ | | $ | | $ | ( | ||||
Denominators: |
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Basic and diluted net income (loss) per share | | | | ( |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
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Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2021 due to the short maturities of such instruments.
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument is required within 12 months of the balance sheet date.
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 accompanying financial statements.
NOTE 4 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on July 28, 2020, the Company sold
NOTE 5 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
NOTE 6 – RELATED PARTY TRANSACTIONS
Founder Shares
In December 2018, the Company received $
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The
The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to
Administrative Services Arrangement
The Company entered into an agreement whereby, commencing on July 24, 2020, through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $
Advance from Related Party
As of December 31, 2018, the Sponsor advanced the Company an aggregate of $
Promissory Note — Related Party
On February 21, 2019, the Company issued a non-interest bearing, unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Company’s 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 $
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Related Party Extension Loans
As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration rights agreement entered into on July 23, 2020, the holders of the founder shares, Private Units (and their underlying securities), the shares underlying the warrants underlying the unit purchase option issued to the underwriters 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 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their 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 Company granted the underwriters a
The underwriters were paid a cash underwriting discount of two and one-half percent (
NOTE 8 – SHAREHOLDER’S DEFICIT
Preference Shares — On February 21, 2019, the Company filed an Amended and Restated Memorandum and Articles of Incorporation, pursuant to which the Company is authorized to issue
Ordinary Shares — On February 21, 2019, the Company filed an Amended and Restated Memorandum and Articles of Incorporation, pursuant to which the Company is authorized to issue
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Unit Purchase Option
On July 28, 2020, the Company sold the underwriter (and/or its designees), for $
NOTE 9 – WARRANTS
Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. 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 60 days, 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
Redemption of warrants when the price per share of ordinary shares equals or exceeds $
● | in whole and not in part, |
● | at a price of $ |
● | upon not less than |
● | if, and only if, the reported last sale price of the ordinary shares equal or exceed $ |
● | 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 |
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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 share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, 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.
In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $
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
A summary of warrants activity for the period ended September 30, 2021 is as follows:
| Number of |
| Weighted | |
shares | Average life | |||
Public warrants assumed from the Company’s initial Public Offering in July 2020 |
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Private warrants assumed from the Company’s private placement in July 2020 | | |||
Balance of warrants outstanding as of September 30, 2021 |
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NOTE 10 – FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC Topic 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.
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The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3 — Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
September 30, | Quoted Prices In | Significant Other | Significant Other | |||||||||
| 2021 | Active Markets | Observable Inputs | Unobservable Inputs | ||||||||
Description |
| (Unaudited) |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Assets: |
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U.S. Treasury Securities held in Trust Account* |
| $ | | $ | | $ | — | $ | — | |||
Liabilities: | ||||||||||||
Derivative warrant liabilities – Public warrants | $ | | $ | | $ | — | $ | — | ||||
Derivative warrant liabilities – Private warrants | | — | — | | ||||||||
Total fair value | $ | | $ | | $ | — | $ | |
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| Quoted Prices In |
| Significant Other |
| Significant Other | |||||
December 31, 2020 | Active Markets | Observable Inputs | Unobservable Inputs | |||||||||
Description | (As restated) | (Level 1) | (Level 2) | (Level 3) | ||||||||
Assets: | ||||||||||||
U.S. Treasury Securities held in Trust Account* | $ | | $ | | $ | — | $ | — | ||||
Liabilities: | ||||||||||||
Derivative warrant liabilities – Public warrants | $ | | $ | | $ | — | $ | — | ||||
Derivative warrant liabilities – Private warrants |
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| — |
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Total fair value | $ | | $ | | $ | — | $ | |
* | included in cash and investments held in trust account on the Company’s balance sheet. |
The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our unaudited condensed balance sheets. At September 30, 2021 and December 31, 2020, the fair value of Public Warrants was measured using quoted prices in an active market (Level 1) and the fair value of Private Warrants was measured using Black-Scholes model. There were
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The key inputs into Black-Scholes model for the Private Warrants were as follows at their measurement dates:
| December 31, |
| September 30, | ||||
2020 |
| 2021 | |||||
(As restated) | |||||||
Input |
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Share price | $ | | $ | ||||
Risk-free interest rate |
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Volatility |
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| % | ||
Exercise price | $ | | $ | | |||
Warrant life |
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The following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2021:
Public | Private | Total | |||||||
| Warrants |
| Warrants |
| Warrants | ||||
Fair Value at January 1, 2021 (as restated) | $ | | $ | | $ | | |||
Change in fair value of public and private warrants |
| ( |
| ( |
| ( | |||
Fair Value at September 30, 2021 | $ | | $ | | $ | |
The following table presents the changes in the fair value of warrant liabilities for the three months ended September 30, 2021:
| Public |
| Private |
| Total | ||||
Warrants | Warrants | Warrants | |||||||
Fair Value at July 1, 2021 | $ | | $ | | $ | | |||
Change in fair value of public and private warrants |
| ( |
| — |
| ( | |||
Fair Value at September 30, 2021 | $ | | $ | | $ | |
The following table presents the changes in the fair value of warrant liabilities for the nine months ended September 30, 2020
| Public |
| Private |
| Total | ||||
Warrants | Warrants | Warrants | |||||||
Fair Value at January 1, 2020 | $ | — | $ | — | $ | — | |||
Change in fair value of public and private warrants |
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Fair Value at September 30, 2020 (as restated) | $ | | $ | | $ | |
The following table presents the changes in the fair value of warrant liabilities for the three months ended September 30, 2020:
| Public |
| Private |
| Total | ||||
Warrants | Warrants | Warrants | |||||||
Fair Value at July 1, 2020 | $ | — | $ | — | $ | — | |||
Change in fair value of public and private warrants |
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Fair Value at September 30, 2020 (as restated) | $ | | $ | | $ | |
NOTE 11 – SUBSEQUENT EVENTS
On October 27, 2021, the Company’s sponsor has deposited into the Company’s trust account an aggregate of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Greencity Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Cynthia Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on May 14, 2018 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.
We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the nine months ended September 30, 2021, we had a net income of $1,402,430, which consists of operating costs of $510,874, offset by interest income on marketable securities held in the Trust Account of $3,304 and change in fair value of warrant liabilities of $1,910,000.
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For the nine months ended September 30, 2020, we had a net loss of $260,990, which consisted of operating costs of $119,668, change in fair value of warrant liabilities of $90,000, allocation of offering cost to warrant liability of $55,162 and unrealized loss on marketable securities held in Trust account of $1,982, offset by interest income on marketable securities held in the Trust Account of $5,822.
For the three months ended September 30, 2021, we had a net income of $331,617, which consists of operating costs of $189,411, offset by interest income on marketable securities held in the Trust Account of $1,028 and change in fair value of warrant liabilities of $520,000.
For the three months ended September 30, 2020, we had a net loss of $254,362, which consisted of operating costs of $113,040, change in fair value of warrant liabilities of $90,000, allocation of offering cost to warrant liability of $55,162 and unrealized loss on marketable securities held in Trust account of $1,982, offset by interest income on marketable securities held in the Trust Account of $5,822.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
On July 28, 2020, we consummated the Initial Public Offering of 4,000,000 Units, generating gross proceeds of $40,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 260,000 Private Units to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $2,600,000.
Following the Initial Public Offering and the sale of the Private Units, a total of $40,000,000 was placed in the Trust Account. We incurred $2,646,665 in transaction costs, including $1,000,000 of underwriting fees, $1,000,000 of deferred underwriting fees and $646,665 of other offering costs.
For the nine months ended September 30, 2021, net cash used in operating activities was $307,670. Net income of $1,402,430 was offset by interest earned on investments of $3,304 and change in fair value of warrant liabilities of $1,910,000. Changes in operating assets and liabilities provided $203,204 of cash from operating activities.
For the nine months ended September 30, 2020, net cash used in operating activities was $92,404. Net loss of $260,990 was offset by interest earned on investments of $5,822, change in fair value of warrant liabilities of $90,000, unrealized loss on securities held in Trust Account of $1,982 and offering costs allocated to warrants of $55,162. Changes in operating assets and liabilities provided $27,264 of cash from operating activities.
At September 30, 2021, we had investments held in the Trust Account of $41,018,518. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
At September 30, 2021, we had cash of $135,493 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay such notes out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.
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We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company. We began incurring these fees on July 24, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
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 (or $1,150,000 if the underwriters’ over-allotment option is exercised in full). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company’s management has determined to classify the warrants issued in connection with its IPO as liabilities.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
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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 subject to occurrence of uncertain future events and are considered to be outside of the Company’s control. 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.
Net Income (Loss) Per Ordinary Share
We apply the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption, 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 shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income (loss) is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.
Recent 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 our interim condensed financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2021, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were ineffective due to a material weakness in internal control over financial reporting described below in “Changes in Internal Controls over Financial Reporting.” In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the management of the registrant, including our CEO and CFO, to allow timely decisions regarding required disclosure.
It should be noted that we do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our internal control over financial reporting did not result in the proper classification of our warrants. Since their issuance on July 28, 2020, our warrants have been accounted for as equity within our balance sheet. On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. After discussion and evaluation, taking into consideration the SEC Staff Statement, we concluded as of May 20, 2021 that our warrants should be presented as liabilities with subsequent fair value remeasurement. On May 20, 2021, we filed a Report on Form 8-K stating that Company incorrectly classified the public warrants and private placement warrants issued in connection with the Company’s IPO as equity instruments in the previously issued financial statements as of and for the periods ended July 28, 2020, September 30, 2020 and December 31, 2020 included in the Company’s current report on Form 8-K, quarterly report on Form 10-Q, and annual report on Form 10-K filed with the SEC on August 3, 3030, September 9, 2020, November 13, 2020 and March 31, 2021, respectively (collectively, the “ Original Financial Statements”). We filed amendments to the affected filings on July 26, 2021.
In addition, the Company had previously classified a portion of its public ordinary shares as permanent equity because its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. As a result, the Company revised its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.
To remediate these material weaknesses, we developed a remediation plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2021 and subsequently filed amended Annual Report on Form 10-K/A on July 26, 2021. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2021 and subsequently filed amended Annual Report on Form 10-K/A field with SEC on July 26, 2021 except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. |
| Description of Exhibit |
31.1* | ||
31.2* | ||
32.1** | ||
32.2** | ||
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
** | Furnished. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GREENCITY ACQUISITION CORPORATION | |
|
|
|
Date: November 15, 2021 |
| /s/ Jinlong Liu |
| Name: | Jinlong Liu |
| Title: | Chief Executive Officer |
|
| (Principal Executive Officer) |
|
|
|
Date: November 15, 2021 |
| /s/ Panyan Yu |
| Name: | Panyan Yu |
| Title: | Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
|
|
|
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