Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2022
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than those noted below, that would have required adjustment or disclosure in the condensed financial statement.

On August 23, 2022, the Company received a notice (the “Notice”) from the NYSE Regulation staff of the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “NYSE Rule”) because it has not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “June 2022 Form 10-Q”) with the SEC.

Under NYSE rules, the Company has six months from the due date of the June 2022 Form 10-Q, or until February 22, 2023, to file the June 2022 Form 10-Q. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing the June 2022 Form 10-Q. If the Company fails to file the June 2022 Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

On September 19, 2022, the Company issued an unsecured convertible promissory note to the Sponsor, pursuant to which the Company may borrow up to $200,000 from the Sponsor for general corporate purpose. Such loan may, at the Sponsor’s discretion, be converted into warrants to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at a conversion price equal to $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. The terms of the Working Capital Loan Warrants will be identical to those of the Private Placement Warrants. The Working Capital Loan will not bear any interest, and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). A copy of the Convertible Promissory Note was filed as an exhibit to the Current Report on Form 8-K filed by the Company with the SEC on September 19, 2022.

On September 30, 2022 (Hong Kong Time)/September 29, 2022 (Eastern Time), the Company entered into an Agreement and Plan of Merger (the “ASIG Business Combination Agreement”) with Asia Innovations Group Limited, a Cayman Islands exempted company (“ASIG”) and Connect Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of ASIG, which provides that Connect Merger Sub will merge with and into the Company, with the Company being the surviving entity, and a wholly-owned subsidiary of ASIG.

Subject to, and in accordance with, the terms and conditions of the ASIG Business Combination Agreement, among other things, immediately prior to the Effective Time (as defined under the ASIG Business Combination Agreement), (i) each of the Company’s Class B ordinary share shall be automatically convert into one Class A ordinary share of the Company, par value $0.00001 per share; (ii) each Unit will be automatically separated and the holder thereof will be deemed to hold one Class A ordinary shares of the Company and one-half Public Warrant (as defined below); (iii) each issued and outstanding Class A ordinary share of the Company will be automatically converted into the right of the holder thereof to receive one class A ordinary share of ASIG after giving effect to the Recapitalization (as defined under the ASIG Business Combination Agreement); and (iv) each Public Warrant and Private Placement Warrant will be automatically converted into one warrant of ASIG exercisable for class A ordinary shares of ASIG in accordance with its terms. The Company filed a Current Report on Form 8-K with the SEC on September 29, 2022 disclosing its entering into the ASIG Business Combination Agreement.