Notes to Condensed Financial Statements
September 30, 2019
(unaudited)
1. Organization and Business Operations
Incorporation
New Frontier Corporation
(the “Company”) was incorporated as a Cayman Islands exempted company on March 28, 2018. The functional currency
of the Company is the United States dollar.
Sponsor
The Company’s
sponsor is New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”).
Fiscal Year End
The Company has selected
December 31 as its fiscal year end.
Business Purpose
The Company was formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business
combination with one or more operating businesses (a “Business Combination”). The Company has neither engaged in any
operations nor generated significant revenue to date.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of
Units (as defined below) (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial
Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance
that the Company will be able to successfully complete a Business Combination.
As of September 30,
2019, the Company had not commenced any operations. All activity for the period from March 28, 2018 (date of inception) through
September 30, 2019 relates to the Company’s formation and the Initial Public Offering described below, and since the offering,
the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the
completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of
interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
Financing
The
registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange
Commission (“SEC”) on June 27, 2018.
On
July 3, 2018, the Company consummated its Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively,
the “Units”), including 3,750,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment
option, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $12.0 million,
inclusive of $6.91 million in deferred underwriting commissions (Note 3). The Company intends to finance its initial Business Combination
with the proceeds from the Initial Public Offering and a $7.75 million private placement of warrants (the “Private Placement”)
(Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million was held in a trust account
(the “Trust Account”) (discussed below).
Trust Account
Upon the closing of
the Initial Public Offering and Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement was placed in a segregated Trust Account located in London at Citibank,
maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Trust Account will be invested in permitted
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, as amended, which was referred to as the Investment Company Act, having a maturity of 180 days or less or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S.
government treasury obligations.
The Company’s amended and restated
memorandum and articles of association provide that, other than the withdrawal of interest earned on the funds that may be released
to the Company to pay income taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the
completion of the Business Combination; (ii) the redemption of 100% of the Class A ordinary shares included in the Units
being sold in the Initial Public Offering (the “public shares”) if the Company is unable to complete a Business Combination
within 24 months from the closing of the Initial Public Offering; or (iii) the redemption of any public shares properly tendered
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not
complete the Business Combination within 24 months from the closing of the Initial Public Offering.
Initial Business Combination
The Company, after
signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination
at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether
they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on
deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, or (ii)
provide the holders of the public shares, “public shareholders,” with the opportunity to redeem their public shares
by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata
share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of
the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to
pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval under
applicable law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business
Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. However,
in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and
instead may search for an alternate Business Combination.
If the Company holds
a shareholder vote in connection with a Business Combination, a public shareholder will have the right to redeem its shares for
an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the
Trust Account but not previously released to the Company to pay income taxes. As a result, such ordinary shares will be recorded
at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with
FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account initially was $10.00 per public
ordinary share ($287,500,000 held in the Trust Account divided by 28,750,000 public ordinary shares).
The Company will only
have 24 months from the closing of the Initial Public Offering, until July 3, 2020, to complete its initial Business Combination.
If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except
for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then
outstanding public shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. The Company’s amended and restated memorandum and articles of association provide that, in the event
it commences a liquidation and all public shares have been redeemed, all Founder Shares (as defined below) not held by the Sponsor
shall be surrendered to the Company for no consideration, such that only the Founder Shares held by the Sponsor share in any assets
in liquidation.
The Sponsor and certain
accredited investors have entered into forward purchase agreements (“Forward Purchase Agreements”) with the Company
(the “anchor investors” and collectively with the Sponsor, the “initial shareholders”) pursuant to which
they have agreed to (i) waive their redemption rights with respect to their Founder Shares and, with respect to the initial
shareholders other than the anchor investors, public shares in connection with the completion of the Company’s initial Business
Combination, (ii) waive their redemption rights with respect to their Founder Shares and, with respect to the initial shareholders
other than the anchor investors, public shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation
to redeem 100% of the public shares if it has not consummated an initial Business Combination within 24 months from the closing
of the Initial Public Offering and (iii) waive their rights to liquidating distributions from the Trust Account with respect to
their Founder Shares if the Company fails to complete its initial Business Combination within 24 months from the closing of
the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to
any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame).
On July 30, 2019, the
Company entered into a transaction agreement (the “Transaction Agreement”) with NF Unicorn Acquisition L.P., a Cayman
Islands limited partnership and a wholly-owned indirect subsidiary of the Company (“NFC Buyer Sub”, and together with
the Company, the “Buyer Parties”), Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Healthy
Harmony”), Healthy Harmony GP, Inc., a Cayman Islands company and the sole general partner of Healthy Harmony (“HH
GP” and, together with Healthy Harmony, the “Target Companies”), TPG Healthy, L.P., a Cayman Islands limited
partnership (“TPG Seller”), Fosun Industrial Co., Limited, a Hong Kong company (“Fosun Seller”), Plenteous
Flair Limited, a Cayman Islands company (“Boyu Seller”), Roberta Lipson (“Ms. Lipson”), the Benjamin Lipson
Plafker Trust, the Daniel Lipson Plafker Trust, the Jonathan Lipson Plafker Trust and the Ariel Benjamin Lee Trust (the foregoing
trusts together with Ms. Lipson, the “Lipson Parties,” and together with TPG Seller, Fosun Seller and Boyu Seller,
each a “Seller” and collectively, the “Sellers”), pursuant to which the Company will indirectly acquire
all of the issued and outstanding equity interests of HH GP (the “GP Shares”) and approximately 99.37% of the issued
and outstanding limited partnership interests in Healthy Harmony (the “LP Interests”) from the Sellers on the terms
and subject to the conditions set forth therein (the transactions contemplated by the Transaction Agreement and the related ancillary
agreements, the “Transaction”). The remaining 0.63% of the issued and outstanding LP Interests are held by certain
members of management of the Target Companies and are expected to be acquired by the Company simultaneously with the closing of
the Transaction (the “Closing”) on terms and conditions to be agreed between the Company and these holders (Note 7).
Emerging Growth Company
Section 102(b)(1)
of the Jumpstart Our Business Startups Act of 2012 (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 registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), declared effective or do not have a
class of securities registered under the Securities Exchange Act of 1934, as amended) 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
statements 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.
Mandatory Liquidation and Going
Concern
The Company’s
amended and restated memorandum and articles of association provides that it has until July 3, 2020 to complete the initial Business
Combination. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which
will expire worthless if it fails to complete the initial Business Combination by July 3, 2020. In connection with the Company’s
assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the liquidity condition and the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after July 3, 2020.
The Company has
principally financed its operations from inception using proceeds from the sale of Founder Shares (as defined in Note 4) to
its Sponsor prior to the Initial Public Offering and proceeds from the Private Placement and the Initial Public Offering that
were placed in an operating account outside of the Trust Account for working capital purposes. As of September 30, 2019, the
Company had $1,239,877 in its operating account, $295,480,350 in cash and securities held in the Trust Account to be used for
a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and negative working
capital of $7,666,205, as such, the Company does not have sufficient liquidity to meet its future obligations.
2. Summary of Significant Accounting
Policies
Basis of Presentation
The accompanying unaudited
interim condensed financial statements of the Company should be read in conjunction with the Company’s Annual Report on Form
10-K for the year ended December 31, 2018 as filed with the SEC on April 1, 2019, which contains the audited financial statements
and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations. The
accompanying unaudited interim condensed financial statements have been prepared in U.S. dollars in conformity with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in
accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim
statements, the accompanying financial statements do not include all of the information and notes required by U.S. GAAP for a complete
financial statement presentation. In the opinion of management, the unaudited interim condensed financial statements reflect all
adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position,
results of operations and cash flows for the period presented. Interim results are not necessarily indicative of results for a
full year.
Net Income (Loss) Per Ordinary
Share
Net income (loss)
per ordinary share is computed by dividing net income (loss) applicable to ordinary shares by the weighted average number of shares
outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private
Placement to purchase an aggregate of 22,125,000 Class A ordinary shares in the calculation of diluted income (loss) per share,
since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per ordinary share
is the same as basic income (loss) per ordinary share for the periods.
The Company’s
condensed statements of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption
in a manner similar to the two-class method. Net income (loss) per ordinary share, basic and diluted for Class A ordinary shares
is calculated by dividing the interest income earned on the trust account, net of any applicable income tax expense, by the weighted
average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class
B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted
average number of Class B ordinary shares outstanding for the periods.
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 liability instruments 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 considered
to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30,
2019 and December 31, 2018, 27,590,164 and 28,048,981 ordinary shares subject to possible redemption are presented as temporary
equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which,
at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts. Deposits of cash held outside
the United States totaled approximately $1.24 million and $2.35 million at September 30, 2019 and December 31, 2018, respectively.
Fair Value of Financial Instruments
The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.
Fair Value Measurements
Fair value is defined
as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between
market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used
in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
•
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
•
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such
as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets
that are not active; and
•
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or
significant value drivers are unobservable.
In some circumstances,
the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances,
the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement.
Use of Estimates
The preparation of
financial statements in conformity with U.S. 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.
Actual results could differ from those estimates.
Offering Costs
The Company complies
with the requirements of the ASC 340-10-S99-1. Offering costs consisted principally of costs incurred through the balance sheet
date that are related to the preparation for the Initial Public Offering. These costs together with the underwriters’ discount
were charged to equity upon completion of the Initial public offering in July 2018.
Income Taxes
The Company complies
with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB
ASC, 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.
There were no unrecognized
tax benefits as of September 30, 2019 and December 31, 2018. FASB ASC 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 as income tax expense. No amounts were accrued
for the payment of interest and penalties at September 30, 2019 and December 31, 2018. The Company is currently not aware of any
issues under review that could result in significant payments, accruals or material deviation from its position. The Company is
subject to income tax examinations by major taxing authorities since inception.
There is currently
no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income
taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's financial statements.
Recent Accounting Pronouncements
Management does not
believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements.
Subsequent Events
Management has evaluated
subsequent events to determine if events or transactions occurring after the date of the balance sheet were issued, require potential
adjustment to or disclosure in the condensed balance sheets and has concluded that all such events that would require adjustment
or disclosure have been recognized or disclosed.
3. Initial Public Offering
Public Units
On
July 3, 2018, the Company closed its Initial Public Offering of 28,750,000 Units at
a price of $10.00 per Unit, including 3,750,000 Units issued pursuant to the exercise
in full of the underwriters’ over-allotment option. Each Unit consists of one of the Company’s Class A
ordinary shares, par value $0.0001 per share, and one-half of one redeemable warrant (the “Warrants”). Each whole Warrant
entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each Warrant will become
exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing
of the Initial Public Offering. However, if the Company does not complete its initial Business Combination on or prior to the 24-month
period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable
to deliver registered ordinary shares to the holder upon exercise of Warrants during the exercise period, there will be no net
cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the
circumstances described in the warrant agreement governing the Company’s warrants.
The Company paid an
underwriting discount at the closing of the Initial Public Offering of $3.95 million. An additional fee of approximately $6.91
million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred
portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event
the Company completes its initial Business Combination.
Antony Leung and Carl
Wu, Chairman and Chief Executive Officer of the Company, purchased 900,000 Units in the Initial Public Offering and certain other
investors identified by Mr. Leung and Mr. Wu purchased 8.1 million Units in the Initial Public Offering. The underwriters
did not and will not receive any underwriting discounts or commissions on the 9 million units purchased by such parties, including
Mr. Leung and Mr. Wu.
4. Related Party Transactions
Founder Shares
The Sponsor received
10,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), in exchange for a capital
contribution of $25,000.
Up to 5,000,000 Class
B ordinary shares were subject to forfeiture by the Sponsor and anchor investors ratably to the extent the aggregate amount committed
to be purchased pursuant to the Forward Purchase Agreements would be less than $200,000,000.
On June 12, 2018,
the Sponsor forfeited 475,000 Founder Shares for no consideration in connection with the Forward Purchase Agreements totaling $181,000,000
rather than $200,000,000. In June 2018, the Company effected two share capitalizations resulting in an aggregate of 11,712,500
Class B ordinary shares outstanding, of which the Sponsor and the anchor investors held an aggregate of 9,450,000 and 2,262,500
shares, respectively, as of June 27, 2018. All share amounts were retroactively restated to reflect the share capitalizations.
Subsequent to the
closing of the Initial Public Offering, the Sponsor transferred 10,000 Founder Shares to Edward Leong Che-hung and 5,000 Founder
Shares to each of two trusts for the benefit of family members of David Johnson in connection with Messrs. Leong and Johnson’s
service as members of the Company’s board of directors.
The Founder Shares
are identical to the public shares except that the Founder Shares are subject to certain transfer restrictions, as described in
more detail below.
If the underwriters
did not exercise their over-allotment option in full, the Sponsor would have forfeited up to 937,500 Founder Shares for no consideration.
On July 3, 2018, the underwriters exercised the over-allotment option in full; thus, these shares were no longer subject to forfeiture.
The Sponsor, Antony
Leung and Carl Wu have agreed not to transfer, assign or sell any of its or his Founder Shares and any Class A ordinary shares
issued upon conversion thereof until the earlier of (a) one year after the completion of the initial Business
Combination with respect to 50% of its or his Founder Shares and any Class A ordinary shares issued upon conversion thereof,
(b) two years after the completion of the initial Business Combination with respect to the remaining 50% of its or his
Founder Shares and any Class A ordinary shares issued upon conversion thereof, and (c) the date on which the Company
completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results
in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property. The Anchor Investors and the members of the Company’s management team (other than Antony Leung and Carl
Wu) have agreed to not transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion
thereof until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent
to the initial Business Combination, if (x) the closing price of the Class A ordinary shares equals or
exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the
Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Private Placement Warrants
Upon
the closing of the Initial Public Offering on July 3, 2018, the Sponsor purchased an aggregate of 7,750,000 private
placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share (the “Private Placement
Warrants”), at a price of $1.00 per warrant ($7,750,000 in the aggregate). Each Private Placement Warrant entitles
the holder to purchase one Class A ordinary share at $11.50 per share. The purchase price of the Private Placement Warrants
was added to the proceeds from the Initial Public Offering held in the Trust Account pending completion of the Company’s
initial Business Combination. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise
of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the
initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor or its permitted transferees.
If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units
being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical
to those of the Warrants being sold as part of the Units in the Initial Public Offering and have no net cash settlement provisions.
If the Company does
not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public shareholders
and the Private Placement Warrants will expire worthless.
Forward Purchase Agreement
Effective June 4,
2018, the Company entered into Forward Purchase Agreements with the anchor investors, pursuant to which the anchor investors agreed
to purchase an aggregate of 18,100,000 Class A ordinary shares plus 4,525,000 redeemable warrants for an aggregate purchase price
of $181 million in a private placement to close concurrently with the closing of the initial Business Combination. The forward
purchase warrants will have the same terms as the Public Warrants sold in the Initial Public Offering. The Sponsor transferred
2,262,500 Founder Shares to the anchor investors on June 19, 2018 as an inducement to enter into the Forward Purchase Agreements
for no cash consideration. The Company entered into an additional Forward Purchase Agreement as of June 29, 2018, with an accredited
investor providing for the purchase of 900,000 Class A ordinary shares, plus 225,000 forward purchase warrants, for an aggregate
purchase price of $9.0 million, or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing
of the initial Business Combination. As an inducement to such accredited investor to enter into the Forward Purchase Agreement,
the Company will issue an aggregate of 112,500 Class B ordinary shares to the accredited investor for nominal cash consideration
upon the completion of the initial Business Combination. The obligations under the Forward Purchase Agreements do not depend on
whether any public shareholders redeem their shares and provide the Company with a minimum funding level for the initial Business
Combination.
Registration Rights
Pursuant to a registration
rights agreement to be entered into concurrently with the closing of the Initial Public Offering, the holders of the Private Placement
Warrants, the warrants that may be issued upon conversion of the working capital loans, and the Founder Shares will be entitled
to registration rights with respect to such warrants and the Class A ordinary shares underlying such warrants and Founder
Shares. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration
rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement
provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination
of the lock-up period applicable to the securities to be covered by such registration statement.
Related Party Loans and Advance
Related to Initial Public Offering
The Sponsor agreed
to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory
note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2018 or the completion
of the Initial Public Offering. The Company borrowed an aggregate of $100,000 under the Note and repaid this amount on July 3,
2018.
In connection with
the Initial Public Offering and the purchase of the Private Placement Warrants, the Sponsor and its affiliates transferred $10,550,000
to the Company, of which $2,800,000 was in excess of the private placement, and paid $146,404 of offering costs related to the
Initial Public Offering. The amount in excess of the private placement and the offering costs were repaid by the Company to such
parties on July 3, 2018.
The Company has agreed
to pay, pursuant to the letter agreement entered into by and among the Company, the Sponsor and the Company's directors and officers
entered into in connection with the Initial Public Offering, $50,000 cash per year to those independent members of the Company's
board of directors who have elected to not receive Founder Shares for services rendered as board members prior to the completion
of the initial Business Combination. Pursuant to such agreement, the Company paid $25,000 to Frederick Ma Si-hang, an independent
member of the Company's board of directors, on January 28, 2019 for services rendered as a board member. All other independent
members of the Company's board of directors elected to receive founder shares pursuant to such agreement and, as a result, will
not receive any cash payments thereunder.
Administrative Services Agreement
The Company has agreed
to pay $10,000 per month to an affiliate of the Sponsor for office space, secretarial and administrative services provided to
members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s
liquidation, the Company will cease paying such monthly fees. For the three months ended September 30, 2019, the Company paid
$30,000 to the affiliate, representing $30,000 owing from a prior period. Under this agreement, for the nine months ended September
30, 2019, the Company incurred costs of $90,000. For the three months ended September 30, 2018, the Company incurred costs of
$30,000. During the period from March 28, 2018 (date of inception) through September 30, 2018, the Company incurred costs of $31,000.
Working Capital Loans
In order to finance
transaction costs in connection with an intended initial Business Combination, our Sponsor may, but is not obligated to, loan the
Company funds as may be required. If the Company completes its initial Business Combination, the Company would repay such loaned
amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds
held outside the Trust Account. In the event that the Company’s initial Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust
Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants of the post
Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical
to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no
written agreements exist with respect to such loans. There were no amounts outstanding under working capital loans at September
30, 2019 and December 31, 2018.
5. Trust Account and Fair Value Measurement
As of September 30,
2019, investment securities in the Company’s Trust Account consisted of $294,948,867 in United States Treasury Bills and
another $531,483 held as cash and cash equivalents. As of December 31, 2018, investment securities in the Company’s Trust
Account consisted of $290,445,374 in United States Treasury Bills and another $15,778 held as cash and cash equivalents. The U.S.
Government Securities are continually rolled into one-month securities when they mature. The Company classifies its Treasury Instruments
and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity Securities”.
Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion
of premiums or discounts. The following table presents fair value information as of September 30, 2019 and December 31, 2018,
and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition,
the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding gain.
Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its
investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows:
|
|
|
|
|
Gross
|
|
|
Quoted Price
|
|
|
|
Carrying
|
|
|
Unrealized
|
|
|
in Active Markets
|
|
|
|
Value
|
|
|
Holding Gain (Loss)
|
|
|
(Level 1)
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Treasury Securities as of September 30, 2019, matured on October 03, 2019 and were rolled into new treasuries that matured on October 29, 2019.
|
|
$
|
294,948,867
|
|
|
$
|
422,223
|
|
|
$
|
295,371,090
|
|
U.S. Government Treasury Securities as of December 31, 2018, matured on January, 3, 2019 and were rolled into new treasuries that matured on April 04, 2019.
|
|
$
|
290,445,374
|
|
|
$
|
(36,313
|
)
|
|
$
|
290,409,061
|
|
6. Shareholders’ Equity
Class A Ordinary
Shares — The Company is authorized to issue 180,000,000 Class A ordinary shares with a par value of $0.0001 per share.
At September 30, 2019 and December 31, 2018, there were 28,750,000 Class A ordinary shares issued or outstanding, and there were
27,590,164 and 28,048,981 Class A ordinary shares, respectively, subject to possible redemption at September 30, 2019 and December
31, 2018.
Class B
Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a
par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for
each share. On June 12, 2018, the Sponsor forfeited 475,000 Founder Shares for no consideration as a result of the Forward
Purchase Agreements totaling $181,000,000 rather than $200,000,000. In June 2018, the Company effected two share capitalizations
resulting in an aggregate of 11,712,500 Class B ordinary shares outstanding. Of these, the Sponsor and the anchor investors hold
an aggregate of 9,450,000 and 2,262,500 shares, respectively, as of June 27, 2018. All share amounts have been retroactively
restated to reflect the share capitalization. At September 30, 2019 and December 31, 2018 there were 11,712,500 Class B ordinary
shares issued and outstanding.
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2019 and December
31, 2018, there were no preference shares issued or outstanding.
Warrants —
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation
of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30
days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided
in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary
shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits
holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the
Securities Act). The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing
of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a
current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant
agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants
is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such
time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier
upon redemption or liquidation.
The Private Placement
Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private
Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or
such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its
permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
7. Transaction Agreement
Transaction Agreement
On July 30, 2019, the
Buyer Parties entered into the Transaction Agreement with the Target Companies and the Sellers (see Note 1) pursuant to which the
Company will indirectly acquire all of the issued and outstanding equity interests of the Target Companies from the Sellers and
certain members of the management of the Target Companies on the terms and subject to the conditions set forth therein and in the
related ancillary agreements.
Consideration
The aggregate purchase
price for the Transaction is approximately $1.3 billion, subject to customary adjustments as set forth in the Transaction Agreement.
Fosun Seller and the Lipson Parties have agreed to, concurrently with the Closing, reinvest a portion of their respective proceeds
to be received by them under the Transaction Agreement, in an aggregate amount of approximately $144,756,494, for newly issued
ordinary shares, par value $0.0001 per share (“New NFC ordinary shares”), in the post-Transaction company (“New
NFC”) at a subscription price of $10.00 per share.
The foregoing description
of the Transaction Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Transaction Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Subscription Agreements
In connection with
its entry into the Transaction Agreement, the Company entered into certain subscription agreements (the “Subscription Agreements”),
each dated as of July 30, 2019, with certain investors, including Vivo Capital Fund IX (Cayman), L.P. (“Vivo”), pursuant
to which, among other things, the Company agreed to issue and sell, in private placements, an aggregate of up to 71.1 million public
shares of the Company, to the investors for $10.00 per share (the “Equity Offering”), subject to the Company’s
right to reduce the number of public shares to be issued to the investors by up to 25%. The Equity Offering is expected to close
immediately prior to the Closing. The investors will be entitled to certain shelf registration rights subject to customary black-out
periods and other limitations as set forth in the Subscription Agreements. In connection with the Subscription Agreements, the
Company has agreed to pay advisory fees in the aggregate amount of 3.0% of the gross proceeds of the Equity Offering to certain
financial advisors at the Closing.
The foregoing description
of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of
the form Subscription Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
Vivo Letter Agreement
In
connection with the entry into the Transaction Agreement, the Company, the Sponsor,
Mr. Leung and Mr. Wu entered into a letter agreement with Vivo (the “Vivo Letter Agreement”), pursuant to which Mr.
Leung, Mr. Wu and the Sponsor agreed to certain restrictions relating to their shareholdings in the Company.
The foregoing description
of the Vivo Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Vivo Letter Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
Debt Commitment Letters
In order to finance
a portion of the cash consideration payable under the Transaction Agreement and the costs and expenses incurred in connection therewith,
NF Unicorn Acquisition Limited, a wholly owned indirect subsidiary of the Company (“NF Unicorn”), entered into a senior
loan commitment letter with Shanghai Pudong Development Bank Putuo Sub-Branch (“SPDB”)
(the “Senior Loan Commitment Letter”), pursuant to which SPDB has agreed, upon the terms and subject to the conditions
thereof, to provide a 7-year senior secured credit facility to NF Unicorn in an aggregate principal amount equal to the RMB equivalent
of $300,000,000. China Merchants Bank Shanghai
Branch (“CMB”) had previously issued a senior loan commitment letter to the Company, which also contemplated a senior
secured credit facility in an aggregate amount equal to up to $300,000,000 upon the terms and subject to the conditions thereof.
The
Company (and its wholly-owned subsidiaries) only expects to borrow up to an aggregate of $300,000,000 of senior secured term loans
to finance the Transaction. As such, the Company (or any of its wholly-owned subsidiaries) expects to enter into a separate senior
loan commitment letter or other agreements after the date hereof with SPDB and/or CMB reflecting this arrangement.
The foregoing description
of the Senior Loan Commitment Letter does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Senior Loan Commitment Letter, a copy of which is filed as Exhibit 10.4 hereto and is incorporated by reference herein.
Further information
regarding the Business Combination is set forth in the Current Reports on Form 8-K (File Nos. 333-225940 and 001-38562) filed
with the SEC on July 30, 2019, August 1, 2019 and September 9, 2019, as well as in the Company’s proxy materials filed with
the SEC on Schedule 14A on October 25, 2019 and November 12, 2019.