References to the "Company," "our," "us" or "we" refer to 8i Acquisition 2 Corp.
The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited interim
condensed financial statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. We have based these forward-looking statements
on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
SEC filings.
Overview
We are a newly organized blank check company incorporated on January 21, 2021 as
a British Virgin Islands corporation and formed for the purpose of effect a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (the
"Business Combination").
Our sponsor is 8i Holdings 2 Pte Ltd., a Singapore Limited Liability Company
(the "Sponsor"). The registration statement for our initial public offering was
declared effective on November 22, 2021. On November 24, 2021, we consummated
our initial public offering (the "Initial Public Offering") of 8,625,000 Units,
including the full exercise of the underwriters' over-allotment option to
purchase 1,125,000 units, at a purchase price of $10.00 per Unit. Transaction
costs amounted to $5,384,698 consisting of $1,725,000 of underwriting fees,
$3,018,750 of deferred underwriting fees and $640,948 of other offering costs,
and was all charged to shareholders' equity.
Upon the closing of the IPO and the private placement, $86,250,000 was placed in
a trust account (the "Trust Account") with American Stock Transfer & Trust
Company, LLC acting as trustee.
The funds held in the Trust Account will be invested only in United States
government treasury bills, bonds or notes having a maturity of 180 days or less,
or in money market funds meeting the applicable conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940 and that invest solely in
United States government treasuries. Except with respect to interest earned on
the funds held in the Trust Account that may be released to the Company to pay
its income or other tax obligations, the proceeds will not be released from the
Trust Account until the earlier of the completion of a business combination or
the Company's liquidation.
We will have 12 months from the closing of the IPO (or up to 18 months, with
extension of two times by an additional three months each time) to consummate a
Business Combination (the "Combination Period"). If the Company fails to
consummate a Business Combination within the Combination Period, it will trigger
its automatic winding up, liquidation and subsequent dissolution pursuant to the
terms of our amended and restated memorandum and articles of association. As a
result, this has the same effect as if we had formally gone through a voluntary
liquidation procedure under the Companies Law. Accordingly, no vote would be
required from our shareholders to commence such a voluntary winding up,
liquidation and subsequent dissolution.
12
Liquidity and Capital Resources
At October 31, 2021, we had $0 in cash and working capital deficit of $371,079
(excluding deferred offering costs).
The registration statement for our IPO was declared effective on November 22,
2021. On November 24, 2021, we consummated the IPO of 8,625,000 units (include
the exercise of the over-allotment option by the underwriters in the IPO) at
$10.00 per unit (the "Public Units'), generating gross proceeds of $86,250,000.
Each Unit consists of one ordinary share, one redeemable warrant, and one right
to receive one-tenth of an ordinary share upon the consummation of an Initial
business combination.
Simultaneously with the IPO, we sold to our sponsor 292,250 units at $10.00 per
unit in a private placement generating total gross proceeds of $2,922,500.
Offering costs amounted to $5,876,815 consisting of $1,725,000 of underwriting
fees, $3,018,750 of deferred underwriting fees, $649,588 of other offering costs
and an excess of fair value of representative's purchase option of $483,477.
Except for the $100 for the Unit Purchase Option and $25,000 of subscription of
ordinary shares, we received net proceeds of $87,114,830 from the IPO and the
private placement.
On January 21, 2021 and February 5, 2021, we issued an aggregate of 1,437,500
ordinary shares to 8i Holding Limited, which have been subsequently sold to our
sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per
share. On June 14, 2021, our sponsor transferred 15,000 founder shares in the
aggregate to the directors for nominal consideration. On October 25, 2021, we
issued an additional 718,750 ordinary shares which were purchased by our sponsor
for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet our needs through the earlier of the
consummation of a business combination or one year from the filing of IPO 8-K
form. Over this time period, we will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial business
combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to
merge with or acquire, and structuring, negotiating and consummating the
business combination.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic on the
industry and has concluded that while it is reasonably possible that the virus
could have a negative effect on the company's 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.
Results of Operations
As of October 31, 2021, we had not commenced any operations. All activity for
the period from January 21, 2021 (inception) through October 31, 2021 relates to
our formation and the IPO. We have neither engaged in any operations nor
generated any revenues to date. We will not generate any operating revenues
until after the completion of our initial business combination, at the earliest.
We will generate non-operating income in the form of interest income on cash and
cash equivalents from the proceeds derived from the IPO. We expect to incur
increased expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended October 31, 2021, we had a net loss of $45,587
consisting of formation and operating costs.
13
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities.
Critical Accounting Policies
The preparation of 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 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:
Deferred Offering Costs
We comply with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin Topic 5A -"Expenses of Offering." Deferred offering costs
consist of costs incurred in connection with formation and preparation for the
IPO. These costs, together with the any discounts, will be charged to additional
paid-in capital upon completion of the IPO.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have an effect
on our financial statements.
© Edgar Online, source Glimpses