IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[28]. - An additional 600,000 units were sold on June 30, 2020, generating total gross proceeds of $6.21 million, bringing the aggregate proceeds in the trust account to $46 million[29]. - The company intends to utilize cash from its initial public offering and private placement for its initial business combination, which may involve financially unstable companies[35]. - The company may raise additional funds through private offerings of debt or equity securities to finance the initial business combination[38]. Business Acquisition Strategy - The company seeks to acquire growth businesses with a total enterprise value between $200 million and $300 million, targeting sectors such as software, clean energy, and healthcare[20][21]. - The management team aims to leverage its operational experience to improve efficiency and scale revenue through organic growth and acquisitions[19]. - The management team emphasizes acquiring businesses with strong free cash flow generation potential and predictable revenue streams[24]. - The company has a proactive sourcing strategy to identify target businesses that can benefit from access to U.S. capital markets[15][18]. - Target business candidates are sourced from various unaffiliated entities, including investment bankers and private equity funds[39]. - The company anticipates acquiring 100% of the equity interest or assets of the target business, but may acquire less than 100% if it becomes the majority shareholder[48]. - The fair market value of the target business will be determined based on standards accepted by the financial community, including gross margins and earnings[49]. - The initial business combination must involve target businesses or assets with a fair market value of at least 80% of the trust account value at the time of the agreement[37]. Business Combination Timeline and Extensions - The company has extended its period to consummate its initial business combination multiple times, with the latest extension allowing until March 23, 2022[31]. - The company extended the deadline to consummate the initial business combination to July 23, 2022, with a total of $2,014,594 deposited into the trust account[56]. - The company has conducted multiple extensions of the business combination deadline, with each extension requiring a deposit of $460,000[80]. - The company is required to complete its initial business combination by July 23, 2022, or shareholders will not have rights to the trust account[98]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[58]. - The company intends to conduct redemptions either through a shareholder meeting or a tender offer[59]. - The company may redeem up to the number of ordinary shares necessary to maintain net tangible assets of at least $5,000,001 prior to the consummation of its initial business combination[61]. - Following shareholder redemptions, approximately $41.5 million remains in the trust account, with a pro rata portion of approximately $10.46 per public share[79]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon consummation of the business combination[65]. - Shareholders elected to redeem an aggregate of 633,792 ordinary shares during the amendment and restatement of the articles of association[79]. - The company must distribute the amount in the trust account to public shareholders if the initial business combination is not completed by July 23, 2022[82]. - The redemption process requires public shareholders to tender their shares to the transfer agent prior to the expiration date set forth in the tender offer documents[72]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[75]. - The redemption price for warrants is set at $0.01 per warrant, callable after the warrants become exercisable if the ordinary shares' last sale price is at least $16.50 for 20 trading days within a 30-day period[85]. - The per-share redemption amount upon dissolution is approximately $10.46, but may be less due to creditor claims against the trust account[88]. - As of December 31, 2021, the company had access to approximately $283,403 not placed in the trust account to cover potential claims[94]. Management and Competition - The management team consists of experienced professionals with expertise across various sectors, enhancing the company's ability to identify attractive acquisition opportunities[16][17]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[99]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[104]. - The company intends to utilize the extended transition period for complying with new accounting standards as an emerging growth company[105]. - The company has one officer, Dr. Peng Jiang, who is not obligated to devote a specific number of hours to company matters[100]. - The company must provide audited financial statements of prospective target businesses to shareholders as part of the tender offer materials[102].
Brilliant Acquisition (BRLI) - 2021 Q4 - Annual Report