Financial Performance - Total revenues increased by 23.6% to US$153.0 million for the full year of 2021 from US$123.8 million for the full year of 2020[2] - Net income attributable to Glory Star New Media Group Holdings Limited's shareholders was $35,287 thousand in 2021, compared to $48,990 thousand in 2020, reflecting a decrease of 28%[18] - The company reported a comprehensive income of $38,178 thousand in 2021, down from $55,458 thousand in 2020, reflecting a decrease of 31.2%[19] - Net income for 2021 was $35,352 million, a decrease of 27.9% from $48,959 million in 2020[21] - Basic earnings per ordinary share for 2021 was $0.54, down from $0.91 in 2020, indicating a decline in profitability per share[19] User Engagement and App Performance - Downloads of the CHEERS App reached approximately 271 million as of December 31, 2021, a 60% increase from approximately 169 million as of December 31, 2020[1] - Monthly active users (MAUs) of the CHEERS App increased to approximately 47.6 million from 37.7 million for the full year of 2020[1] - Gross Merchandise Value (GMV) of the CHEERS App was approximately US$409 million, compared to US$132 million for the full year of 2020[1] Revenue Streams - Advertising revenues increased by 27.0% to US$132.9 million for the full year of 2021 from US$104.7 million for the full year of 2020[5] - CHEERS e-Mall marketplace service revenues increased by 348.7% to US$6.8 million for the full year of 2021 from US$1.5 million for the full year of 2020[5] Operating Expenses and Cash Flow - Income from operations increased by 18.3% to US$36.3 million for the full year of 2021 from US$30.7 million for the full year of 2020[6] - Operating expenses increased to $116,725 thousand in 2021, up from $93,094 thousand in 2020, primarily driven by higher selling and marketing expenses[18] - Net cash provided by operating activities increased by 431.5% to US$46.5 million for the full year of 2021 from US$8.7 million for the full year of 2020[2] - Cash and cash equivalents at the end of 2021 reached $77,302 million, up from $17,731 million in 2020, representing a 335.5% increase[21] Strategic Plans and Future Growth - The Company plans to implement a new metaverse retail strategy and develop the CheerChat application, anticipated to launch in 2022[4] - The company plans to focus on market expansion and new product development to drive future growth[18] Balance Sheet and Liabilities - Cash and cash equivalents decreased to $77,302 thousand from $17,731 thousand, indicating a significant change in liquidity position[16] - Total assets decreased to $143,396 thousand in 2021 from $195,173 thousand in 2020, representing a decline of 26.5%[16] - Total liabilities increased to $38,949 thousand in 2021, compared to $35,709 thousand in 2020, marking an increase of 6.6%[16] Other Financial Metrics - Research and development expenses rose to $920 thousand in 2021, compared to $691 thousand in 2020, highlighting increased investment in innovation[18] - The company experienced a significant change in fair value of warrant liability, with a loss of $809 million in 2021 compared to a loss of $19,714 million in 2020[21] - Accounts receivable improved significantly, with a change of $19,904 million in 2021 compared to a decrease of $24,043 million in 2020[21] - Depreciation and amortization expenses were $2,090 million in 2021, down from $2,910 million in 2020[21] - The company reported a substantial increase in share-based compensation for employees, totaling $4 million in 2021 compared to $5,381 million in 2020[21] - The effect of exchange rate changes resulted in a gain of $881 million in 2021, compared to a gain of $1,108 million in 2020[21]

User Growth and Engagement - As of December 31, 2020, the total downloads of the CHEERS App reached approximately 169 million, up from 85 million as of December 31, 2019, indicating significant growth in user acquisition [218]. - Daily Active Users (DAUs) increased from 1.91 million in 2019 to 5.37 million in 2020, reflecting a substantial rise in user engagement [220]. Sales and Product Expansion - Gross Merchandise Value (GMV) for the e-Mall surged from $19.36 million in 2019 to $132 million in 2020, demonstrating strong sales growth [223]. - The e-Mall carried 24,975 SKUs as of December 31, 2020, compared to 13,180 SKUs as of December 31, 2019, indicating an expansion in product offerings [223]. Financial Activities - The company completed a public offering on February 24, 2021, raising approximately $11.3 million in net proceeds from the sale of 3,810,976 ordinary shares [212]. - The underwriters exercised their over-allotment option on March 25, 2021, resulting in additional net proceeds of approximately $1.7 million [213]. E-commerce and Market Trends - The CHEERS App serves as a comprehensive content-driven e-commerce platform, integrating video content with online shopping, which is a growing trend in Chinese e-commerce [226]. - The company aims to capitalize on the growth potential of China's live streaming and e-commerce markets while exploring innovative monetization opportunities [215]. - The total e-commerce market sales in China reached RMB34,810 billion in 2019, with a CAGR of 12.4% from 2015 to 2019 [240]. - The population of online shoppers in China is expected to reach 850 million by 2021, at a CAGR of 10.8% [241]. - The population of online video users in China reached 850.44 million by March 2020, with a CAGR of 13.3% from 2015 [243]. - The market scale of proprietary PGC video content-driven e-commerce platforms was approximately RMB3.5 billion in 2019, with a CAGR of 151.6% from 2016 to 2019, expected to grow to RMB14.5 billion by 2024 [248]. - The company is among the top five video content-driven e-commerce platforms in China based on semi-annual GMV for the first half of 2020 [252]. Employee and Operational Information - As of December 31, 2020, the company had 159 full-time employees and maintained a good working relationship with them [253]. - The company does not own any real property, relying on leased office space for its operations [341]. - As of December 31, 2020, the company has a total of 2,317 square meters of office space, paying approximately $40,832 in monthly rent [341]. Intellectual Property and Compliance - The company owned 59 registered trademarks in the PRC and 4 registered trademarks in Hong Kong as of December 31, 2020 [255]. - As of December 31, 2020, the company had thirty-six (36) registered software copyrights and four (4) work copyrights [298]. - The company is required to comply with the PRC Labor Contract Law, which mandates that labor contracts must be established with employees and wages must meet local minimum standards [303]. - Under the PRC Social Insurance Law, both employers and individuals are required to pay social insurance premiums, with penalties for non-compliance including fines and potential criminal liability [304]. Regulatory Environment - The company is subject to extensive controls and regulations over the e-commerce and media industry in China [260]. - The ultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50% [263]. - The Foreign Investment Law allows foreign investors to freely remit capital contributions and profits made in China, enhancing the protection of intellectual property rights [269]. - The PRC Consumer Rights and Interests Protection Law mandates that consumers can return goods purchased online within seven days for no reason, impacting online marketplace operations [277]. - The company is subject to stringent regulations regarding advertising, including the requirement for advertisements to be true and accurate, with penalties for violations [284]. - Internet Advertising Measures require that online advertisements be clearly identifiable and marked, ensuring consumer awareness [285]. - The company is currently in compliance with regulations related to product quality and consumer rights protection, as well as internet advertising laws [279][284]. - E-commerce regulations have been established to promote the healthy development of online trading and protect consumer rights [272]. - The company has obtained necessary approvals for television program production and trading activities, complying with media industry regulations [280]. Taxation and Financial Regulations - The EIT Law imposes a 25% tax rate on resident enterprises and a 10% rate on non-resident enterprises without a physical presence in China [315]. - High and new technology enterprises enjoy a reduced enterprise income tax rate of 15% if they meet specific criteria [316]. - Leshare Star (Beijing) Technology Co., Ltd. recognized as a high and new technology enterprise, entitled to a preferential tax rate of 15% from 2019 to 2022 [317]. - The VAT rate for general taxpayers selling goods was adjusted from 17% to 13% as per the 2019 reforms [323]. - The EIT Law prescribes a standard withholding tax rate of 10% on dividends paid to non-resident enterprises [324]. VIE Structure and Agreements - The company is structured as a Cayman Islands exempted holding company and operates in China through PRC subsidiaries and VIEs [330]. - The VIE Contracts allow the company to consolidate the financial results of its VIEs under U.S. GAAP, despite restrictions on foreign ownership in certain sectors [332]. - The Master Exclusive Service Agreements enable the company to receive service fees equal to the pre-tax profits of the VIEs, adjusted for losses, operating costs, and taxes [340]. - The exclusive option agreements grant the company the right to acquire equity interests in the VIEs at the lowest price permitted under PRC law, with a term of 10 years [334]. - The share pledge agreements provide the company with a priority security interest in the VIEs' equity interests to secure performance under the Principal Agreements [335]. - Proxy agreements allow the company to exercise all rights of VIE equity holders, including management and financial oversight [336]. - The VIE shareholders have agreed to implement arrangements set forth in the Principal Agreements and not to interfere with these agreements [338].

User Engagement and App Performance - As of April 30, 2020, downloads of the CHEERS App exceeded 106.5 million, indicating successful conversion of viewers to the platform[116] - Daily active users (DAUs) increased from an average of 0.49 million in Q1 2019 to 4.12 million in Q1 2020, reflecting significant growth in user engagement[118] - The total video playback volume exceeded 10 billion, representing a 38% increase compared to the average volume in 2019[121] - The average playback length of each video increased by 10% during the COVID-19 pandemic[121] - The company experienced an 18% increase in CHEERS App downloads and an 8% increase in DAUs compared to Q4 2019[121] Financial Performance - Revenues for the three months ended March 31, 2020, decreased by $4.0 million, or 29.06%, to $9.8 million compared to $13.8 million for the same period in 2019[126] - For the three months ended March 31, 2020, total revenue was $9.757 million, a decrease of 29.3% from $13.753 million in the same period of 2019[166] - Advertising revenues decreased by $2.5 million, or 24.2%, to $7.9 million for the three months ended March 31, 2020, primarily due to the adverse impact of COVID-19[127] - Advertising revenue decreased to $7.880 million in Q1 2020 from $10.402 million in Q1 2019, representing a decline of 24.5%[166] - Copyright licensing revenue decreased by $1.7 million, or 63.6%, to $1.0 million for the three months ended March 31, 2020, compared to $2.7 million in the same period of 2019[127] - Copyright revenue fell significantly to $992 thousand in Q1 2020 from $2.725 million in Q1 2019, a decrease of 63.6%[166] - Customized content production revenue decreased to $288 thousand in Q1 2020 from $620 thousand in Q1 2019, a decline of 53.6%[166] - CHEERS e-Mall marketplace service revenue was $50 thousand in Q1 2020, compared to no revenue in Q1 2019[166] Operating Expenses and Income - Total operating expenses decreased by $2.4 million, or 26.26%, to $6.9 million for the three months ended March 31, 2020[126] - General and administrative expenses increased by $0.65 million, or 101.41%, to $1.3 million for the three months ended March 31, 2020[132] - Net income for the three months ended March 31, 2020, was $2.8 million, compared to $4.1 million for the same period in 2019[134] Cash Flow and Capital Expenditure - Cash and cash equivalents increased from approximately $6.9 million as of December 31, 2019, to $10.0 million as of March 31, 2020[135] - Net cash used in operating activities was $1.1 million for the three months ended March 31, 2020, primarily due to an increase in accounts receivable of $5.3 million[141] - The company anticipates major capital expenditure of approximately $12.0 million for further enhancement of the CHEERS App[139] Strategic Focus and Challenges - The company aims to capitalize on the growth potential of China's live streaming and e-commerce markets while enhancing monetization opportunities[113] - The CHEERS App serves as a key platform for the company's advertising and e-commerce strategy, focusing on original content production[114] - The company faced challenges in copyright licensing and advertising due to production delays caused by COVID-19, impacting revenue generation[122] - The collection of accounts receivable slowed down from January to March 2020 but began to recover in early April as businesses resumed operations[122] Accounting and Revenue Recognition - The company did not record any impairment charges for long-lived assets for the three months ended March 31, 2019 and 2020[150] - The company recognized copyright revenue over time based on the progress of the number of episodes delivered[155] - Revenue from customized content production is recognized upon delivery of short streaming videos[163] - The company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period is one year or less[166] - The company is currently assessing the impact of new accounting standards but does not expect them to have a material impact on consolidated financial statements[169] Reinvestment Strategy - The company plans to reinvest all earnings from its WFOE into business development and does not plan to request dividend distributions[136]

Business Combination and Corporate Structure - The Business Combination resulted in the acquisition of 100% of Glory Star's equity interests, with TKK issuing approximately 41,204,025 ordinary shares as part of the transaction[10]. - The Business Combination was accounted for as a reverse merger, with Glory Star considered the acquirer for accounting purposes[11]. - The Business Combination was finalized on February 14, 2020, following the Share Exchange Agreement dated September 6, 2019[9]. - Following the Business Combination, public shareholders own approximately 5.05% of GS Holdings, while Sellers own approximately 82.79%[28]. - Glory Star New Media Group operates through Variable Interest Entities (VIEs) to comply with PRC laws, consolidating their operating results in financial statements under U.S. GAAP[89]. - The company has entered into multiple agreements with VIEs, including Business Cooperation Agreements, which restrict VIEs from making significant operational changes without WFOE's consent[90]. - Exclusive Option Agreements allow WFOE to acquire equity interests in VIEs at the lowest price permitted under PRC law, with a term of 10 years and automatic extensions[91]. - Share Pledge Agreements secure WFOE's interests in VIEs, allowing it to dispose of pledged interests if VIEs fail to meet obligations[92]. - Proxy Agreements grant WFOE extensive control over VIEs, including rights to manage finances, operations, and appoint senior management[93]. - The Master Exclusive Service Agreements enable WFOE to provide various services to VIEs in exchange for service fees equal to the VIEs' pre-tax profits minus certain deductions[97]. Financial Performance and Growth - As of December 31, 2019, the cumulative downloads of the CHEERS App reached 85 million, up from 12 million in 2018, representing a growth of approximately 608.33%[19]. - The CHEERS App downloads for the year ended December 31, 2019, were approximately 72.5 million, compared to 6.2 million in 2018, indicating significant user growth[19]. - The e-Mall recorded a gross merchandise value (GMV) of RMB133.76 million (US$19.36 million) as of December 31, 2019, achieving a monthly GMV of RMB33.73 million (US$4.82 million) in December 2019, up from RMB1.3 million (US$0.2 million) in April 2019[37]. - The company anticipates needing approximately $75 million to support its working capital needs over the next twelve months[178]. - As of June 30, 2019, the company had approximately $38.2 million in working capital[178]. - The company has experienced significant user growth for its mobile and online video and e-commerce products over the past several years[181]. - The company generates a substantial part of its revenues from advertising within its mobile and online video content and e-commerce platform[183]. - The company expects mobile and online advertising revenue as a percentage of total revenues to decrease due to the rapid growth of revenues generated from its e-Mall[183]. User Engagement and Content Strategy - The CHEERS App serves millions of users in China, integrating e-commerce with professionally-produced content, and has developed into a comprehensive content-driven platform[35]. - The company must continue to produce new original content and source new talent to attract and retain users on the CHEERS App[175]. - Maintaining and growing user engagement is critical for the company's competitive position in the rapidly evolving industry[175]. - Failure to anticipate user preferences may lead to reduced user traffic, adversely affecting the company's financial condition and results[175]. - The company’s success depends on the quality of its professionally-produced content (PPC), which has seen increased competition in China[189]. - The company must adapt to rapidly evolving user behavior on mobile devices to maintain its competitiveness[198]. - The company’s future growth on its e-commerce platform depends on attracting new customers and increasing spending from existing customers[196]. Market and Industry Trends - The total e-commerce market sales in China reached RMB 15,242 billion in 2018, with a CAGR of 17.6% from 2014 to 2018[54]. - The population of online shoppers in China is expected to reach 900 million by 2021, growing at a CAGR of 13.8%[55]. - The market scale of proprietary PGC video content-driven e-commerce platforms was approximately RMB 2.6 billion in 2018, with a CAGR of 191.5% from 2016 to 2018, and is projected to grow to RMB 19.5 billion by 2023[62]. - Online video users in China reached 0.59 billion by the end of 2018, representing 69% of total internet users[55]. - The company is among the top 5 video content-driven e-commerce platforms in China in terms of monthly GMV as of August 2019[65]. Regulatory Environment - The PRC government imposes extensive regulations on the e-commerce and media industries, affecting foreign investment and operational structures[98]. - The Foreign Investment Law, effective January 1, 2020, protects the rights of foreign investors and regulates their capital contributions and profits in China[108]. - Glory Star New Media Group's corporate structure relies on contractual arrangements with VIEs due to restrictions on foreign ownership in value-added telecommunications services[105]. - The company must navigate uncertainties regarding the interpretation of its corporate structure by PRC governmental authorities[105]. - The implementation of the Foreign Investment Law by PRC government authorities remains unclear, particularly regarding offshore companies controlled by PRC investors through variable interest entities[109]. - The State Council's 2005 Opinions emphasized the importance of regulating e-commerce development, highlighting its significance in the economy[110]. - MOFCOM's 2007 Opinions mandated regularization of online trading behaviors to ensure fair and equitable e-commerce practices[111]. - The 2013 Implementing Opinions aimed to promote e-commerce, particularly in rural areas and for agricultural products, supporting innovative cross-border e-commerce applications[112]. - The 2015 State Council Opinions aimed to simplify market access and registration processes for e-commerce enterprises, encouraging cross-border RMB direct investment[113]. Intellectual Property and Competition - Intellectual property rights protection in China may be less effective than in other jurisdictions, potentially impacting the company's revenues and competitive position[208]. - Unauthorized use of the company's intellectual property by third parties could adversely affect revenues and reputation[208]. - The company may struggle with piracy of its copyrighted content, particularly original content, which could lead to economic losses[208]. - The company faces significant competition from major players such as Alibaba, Pinduoduo, and Douyu, which may impact its user traffic and advertising customer retention[186]. - The company relies on third-party advertising agencies for sales and collection of payments from brand advertisers, which may affect its liquidity and cash flows[184]. Operational Challenges - The company operates under PRC regulations that restrict the dissemination of certain types of content, which could lead to penalties or license revocation if not complied with[203]. - The internet video streaming industry is rapidly evolving, and the company's success depends on its ability to adapt to technological changes and user behavior[207]. - The company faces potential additional costs associated with developing tools and software for a fragmented mobile services market in China[207]. - Changes in mobile operating systems that degrade service functionality could adversely affect user engagement[207]. - The company is dependent on the interoperability of its services with popular mobile operating systems like Android and iOS, which it does not control[207]. - The company may incur substantial capital expenditures in product development to adapt to technological changes[207].

Financial Performance - For the three months ended September 30, 2019, the company reported a net income of $552,308, with interest income of $1,365,513 and operating costs of $690,455[88]. - For the nine months ended September 30, 2019, the company had a net income of $2,966,101, driven by interest income of $4,423,040 and operating costs of $1,434,041[89]. Cash and Securities - As of September 30, 2019, the company held marketable securities in the Trust Account amounting to $256,286,247[95]. - Cash used in operating activities for the nine months ended September 30, 2019, was $1,209,724, influenced by interest earned on marketable securities[93]. Capital Structure - The company generated gross proceeds of $250 million from its Initial Public Offering, with an additional $6.5 million from the sale of Private Placement Warrants[91]. - The company has a working capital deficit of $80,945 as of September 30, 2019[101]. - An unsecured promissory note of up to $1,100,000 was issued to the Sponsor for working capital loans, with $850,000 outstanding as of September 30, 2019[100]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of September 30, 2019[102]. Strategic Intent - The company intends to utilize funds in the Trust Account primarily for acquiring target businesses and covering related expenses[97]. - The company entered into a Share Exchange Agreement with Glory Star, issuing Exchange Shares valued at $425 million[82].

Financial Performance - For the three months ended June 30, 2019, the company reported a net income of $1,156,951, consisting of interest income of $1,502,321 and an unrealized gain of $137,467, offset by operating costs of $482,837[81]. - For the six months ended June 30, 2019, the company had a net income of $2,413,793, with interest income of $3,057,527 and an unrealized gain of $99,852, against operating costs of $743,586[82]. Assets and Securities - As of June 30, 2019, the company held marketable securities in the Trust Account amounting to $255,043,484, including approximately $5,043,000 of interest income and unrealized gains[88]. - As of June 30, 2019, the company had cash of $141,069 held outside the Trust Account, intended for identifying and evaluating prospective acquisition candidates[90]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, with an additional $6,500,000 from the sale of Private Placement Warrants[84]. - The company incurred $5,744,938 in Initial Public Offering related costs, including $5,000,000 in underwriting fees[85]. Financial Position - The company has a working capital deficit of $240,490 as of June 30, 2019[92]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2019[93]. Future Plans and Risks - The company plans to use substantially all funds in the Trust Account for acquiring a target business and covering related expenses[89]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of raising capital or completing a Business Combination[80].

Financial Performance - For the three months ended March 31, 2019, the company reported a net income of $1,256,842, consisting of interest income of $1,555,206, offset by operating costs of $260,749 and an unrealized loss of $37,615 on marketable securities [87]. - Cash used in operating activities for the three months ended March 31, 2019, was $280,657, with net income affected by interest earned on marketable securities and unrealized losses [90]. - The company does not expect to generate operating revenues until after the completion of a Business Combination [86]. Marketable Securities - As of March 31, 2019, the company had marketable securities held in the Trust Account amounting to $253,403,696, including approximately $3,404,000 of interest income [92]. - The company intends to use substantially all funds held in the Trust Account for acquiring a target business and covering related expenses, including a cash fee of 3.5% of the gross proceeds of the Initial Public Offering upon consummation of a Business Combination [93]. Initial Public Offering - The company generated aggregate gross proceeds of $250,000,000 from the Initial Public Offering of 22,000,000 Units and an additional 3,000,000 Units sold due to the underwriters' partial exercise of their over-allotment option [88]. - The company incurred $5,744,938 in Initial Public Offering related costs, which included $5,000,000 in underwriting fees [89]. Cash and Debt Position - As of March 31, 2019, the company had cash of $126,337 held outside the Trust Account, intended for identifying and evaluating prospective acquisition candidates [94]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2019 [99]. - The company’s Sponsor committed to provide an aggregate of $600,000 in loans to support working capital needs, with the option to convert up to $1,000,000 of such loans into warrants at a price of $0.50 per warrant [96].

Financial Position - The company has $251,886,105 in the trust account as of December 31, 2018, available for business combinations[27]. - The initial public offering generated gross proceeds of $220,000,000 from the sale of 22,000,000 units at $10.00 per unit[28]. - An additional 3,000,000 units were sold through the over-allotment option, generating gross proceeds of $30,000,000[29]. - The company has completed a private placement of 11,800,000 warrants, generating gross proceeds of $5,900,000[28]. - The trust account holds approximately $10.08 per public share as of December 31, 2018[71]. - The company is obligated to pay a fee of 3.5% of the gross proceeds of its initial public offering upon consummation of its initial business combination[76]. - The company may need to repay or issue warrants upon conversion of up to $1,000,000 of working capital loans from initial shareholders[77]. - The net proceeds from the initial public offering are invested in money market funds that only invest in direct U.S. government treasury obligations, minimizing interest rate risk[327]. Business Strategy - The company aims to focus on consumer/lifestyle sectors, particularly in the PRC market, which is expected to grow significantly[20]. - By 2025, China's luxury consumers are projected to account for approximately 44% of the global luxury market[20]. - The company plans to leverage technology to enhance e-commerce strategies, which contributed to 42% of the global market in 2016[23]. - The management team believes in identifying attractive risk-adjusted returns through strategic partnerships and acquisitions[18]. - The company intends to acquire businesses available at substantial discounts due to deleveraging needs[25]. - The investment strategy includes targeting businesses at an inflection point with untapped potential for new products or services[25]. - The company anticipates that target business candidates will continue to be sourced from various unaffiliated financial community members, including investment bankers and private equity funds[33]. Acquisition Criteria - The target business must have a fair market value of at least 80% of the balance in the trust account at the time of executing a definitive agreement for the initial business combination[35]. - The company plans to structure a business combination to acquire 100% of the equity interests or assets of the target business, although it may also consider acquiring less than 100%[48]. - The fair market value of the target will be determined based on standards such as actual and potential sales, earnings, cash flow, and/or book value[48]. - If Nasdaq delists the company's securities, it would not be required to satisfy the fair market value requirement and could complete a business combination with a target business having a fair market value substantially below 80% of the trust account balance[49]. Risks and Challenges - The company may face challenges in enforcing contractual arrangements with target businesses in China due to uncertainties in the Chinese legal system[46]. - The lack of business diversification may subject the company to significant economic, competitive, and regulatory risks, impacting the performance of the single operating business post-combination[51]. - The company may encounter intense competition from well-established entities with greater resources in identifying and effecting business combinations[75]. - The obligation to seek shareholder approval for business combinations may delay or prevent transaction completion[76]. Due Diligence and Compliance - The company intends to conduct extensive due diligence on prospective target businesses, including meetings with management and facility inspections[37]. - The financial statements of any prospective target business will need to be prepared in accordance with U.S. GAAP or IFRS and may require auditing[82]. - The company is required to comply with the internal control requirements of the Sarbanes-Oxley Act starting for the fiscal year ending December 31, 2019[83]. Shareholder Matters - Initial shareholders have agreed not to convert any public shares, requiring only 9,275,001 public shares (approximately 37.1%) to be voted in favor of a proposed business combination for approval[56]. - Public shareholders can convert their shares into their pro rata share of the trust account, less any taxes due[60]. - The company anticipates that distributions from the trust account will be made based on the amount calculated two days prior to the distribution date[69]. - There is a nominal cost associated with the tendering process, typically around $45 charged by the transfer agent[64]. - The company may require public shareholders to deliver their shares to the transfer agent to exercise conversion rights[63]. - Initial shareholders have waived their rights to participate in any liquidation of the trust account[70]. - TKK Capital Holding may face claims from creditors that could reduce the per-share distribution below $10.00[74]. Timeline and Extensions - If a business combination is not completed by February 20, 2020, it will trigger automatic liquidation of the trust account[68]. - The company may extend the time to complete a business combination by issuing up to 25,000,000 potential extension warrants[58]. - The company does not intend to have any full-time employees prior to the consummation of a business combination[80].