The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with our audited financial
statements and the notes thereto which are included in "Item 8. Financial
Statements and Supplementary Data" of this Report. Certain information contained
in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of many factors, including those
set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A.
Risk Factors" and elsewhere in this Report.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company
on August 9, 2021. We were incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
Business Combination with one or more businesses or entities (the "Business
Combination").
Our sponsor is Forbion Growth Sponsor FEAC I B.V., a Cayman Islands limited
liability company (the "Sponsor"). The registration statement for our IPO was
declared effective on December 9, 2021. On December 14, 2021, we consummated the
IPO of 11,000,000 units (or 12,650,000 units if the underwriters' over-allotment
option is exercised in full) at $10.00 per unit (the "Units"), which is
discussed in Note 3. Each Unit consists of one Class A ordinary
share and one-third of one redeemable warrant (the "Public Warrants"). Each
whole warrant entitles the holder to purchase one Class A ordinary share at a
price of $11.50 per share. On December 15, 2021, the underwriters exercised
their full over-allotment option and purchased the additional Units available to
them. The aggregate Units sold in the IPO and subsequent over-allotment option
exercise were 12,650,000 and generated gross proceeds of $126,500,000.
Simultaneously with the consummation of the IPO, we consummated the private
placement of 4,700,000 warrants (or 5,195,000 warrants when the underwriters'
over-allotment option was fully exercised on December 15, 2021) (the "Private
Placement Warrants") to the Sponsor, at a price of $1.50 per Private Placement
Warrant in a private placement. The sale of the Private Placement Warrants in
connection with the IPO and subsequent over-allotment option exercise generated
gross proceeds of $7,792,500.
Our transaction costs related to the IPO amounted to $5,793,160 consisting of
$1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting
commissions, and $843,160 of other offering costs. The underwriters' exercise of
their full over-allotment option generated an additional $907,500 in transaction
costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of
underwriting commissions, $3,727,500 of deferred underwriting commissions and
$843,160 of other offering costs. In addition, $1,641,236 of cash was held
outside of the Trust Account (as defined below) and is available for working
capital purposes.
On December 15, 2021, the underwriters fully exercised the over-allotment option
and purchased an additional 1,650,000 Units for additional gross proceeds of
$16,500,000. Simultaneously with the exercise of the over-allotment option, the
Sponsor purchased an additional 495,000 Private Placement Warrants for
additional gross proceeds of $742,500, which were deposited into the Trust
Account.
Following the closing of the exercise of the underwriters' full over-allotment
option, an additional $16,170,000 was placed in the Trust Account for aggregate
proceeds in the Trust Account of $129,662,500 ($10.25 per Unit). As a result of
the underwriters' over-allotment option exercise, 412,500 Founder Shares are no
longer subject to forfeiture.
Our management has broad discretion with respect to the specific application of
the net proceeds of the IPO and the sale of Private Placement Warrants, although
substantially all of the net proceeds are intended to be applied generally
toward consummating a Business Combination.
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We must complete one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the net assets held in the Trust Account
(as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account) at the time of signing a
definitive agreement in connection with the initial Business Combination.
However, we will complete the initial Business Combination only if the
post-Business Combination company in which its public shareholders own shares
will own or acquire 50% or more of the outstanding voting securities of the
target or is otherwise not required to register as an investment company under
the Investment Company Act (the "Investment Company Act"). There is no assurance
that we will be able to complete a Business Combination successfully.
Following the closing of the IPO on December 14, 2021, $113,492,500 from the net
proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants were deposited into a trust account (the "Trust Account").
This amount was comprised of $10.25 per Unit for the 11,000,000 Units sold in
the IPO in addition to a $742,500 Deposit in Advance from the Sponsor related to
the underwriters' exercise of the full over-allotment option which took place
the following day on December 15, 2021. Following the closing of the IPO and the
exercise of the underwriters' full over-allotment option, $129,662,500 ($10.25
per Unit) was held in the Trust Account and will only be invested in United
States "government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act having a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury
obligations. Pursuant to the trust agreement, the trustee is not permitted to
invest in other securities or assets. Except with respect to interest earned on
the funds held in the Trust Account that may be released to us to pay its income
taxes, if any, our amended and restated memorandum and articles of association,
as discussed below and subject to the requirements of law and regulation, will
provide that the proceeds from the Public Offering and the sale of the Private
Placement Warrants held in the Trust Account will not be released from the Trust
Account (1) to us, until the completion of the initial Business Combination, or
(2) to our public shareholders, until the earliest of (a) the completion of the
initial Business Combination, and then only in connection with those Class A
ordinary shares that such shareholders properly elected to redeem, subject to
the limitations described herein, (b) the redemption of any public shares
properly tendered in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or
timing of our obligation to provide holders of the Class A ordinary shares the
right to have their shares redeemed in connection with the initial Business
Combination or to redeem 100% of the public shares if we do not complete the
initial Business Combination within Combination Period or (B) with respect to
any other provision relating to the rights of holders of the Class A ordinary
shares, and (c) the redemption of the public shares if we have not consummated
our Business Combination within Combination Period, subject to applicable law.
Public shareholders who redeem their Class A ordinary shares in connection with
a shareholder vote described in clause (b) in the preceding sentence shall not
be entitled to funds from the Trust Account upon the subsequent completion of an
initial Business Combination or liquidation if we have not consummated an
initial Business Combination within Combination Period, with respect to such
Class A ordinary shares so redeemed. The funds held in the Trust Account could
become subject to the claims of our creditors, if any, which could have priority
over the claims of our public shareholders. As it is expected that we are and
will continuously be considered a Dutch tax resident, any redemption proceeds
(including interest income on the trust account) distributed to our shareholders
in excess of the paid-up capital for Dutch tax purposes may be subject to 15%
Dutch dividend withholding tax.
We will provide holders (the "Public Shareholders") of our Class A ordinary
shares, par value $0.0001, sold in the IPO (the "Public Shares"), with the
opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a general
meeting called to approve the Business Combination or (ii) by means of a tender
offer. The decision as to whether we will seek shareholder approval of a
proposed Business Combination or conduct a tender offer will be made by us,
solely in our 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 require
us to seek shareholder approval under applicable law or stock exchange listing
requirements.
We will provide our public shareholders with the opportunity to redeem all or a
portion of their Class A ordinary shares upon the completion of the initial
Business Combination, regardless of whether such shareholder votes on such
proposed Business Combination, and if they do vote, regardless of whether they
vote for or against such proposed Business Combination, at
a per-share price, payable in cash, equal to the aggregate amount then
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on deposit in the Trust Account calculated as of two business days prior to the
consummation of the initial Business Combination, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our
income taxes, if any, divided by the number of then-outstanding public shares,
subject to the limitations described herein. The amount in the Trust Account is
initially anticipated to be $10.25 per public share.
The per share amount that we will distribute to investors who properly redeem
their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters. The redemption rights will include the requirement
that a beneficial holder must identify itself in order to validly redeem its
shares. There will be no redemption rights upon the completion of the initial
Business Combination with respect to our warrants. Further, we will not proceed
with redeeming the public shares, even if a public shareholder has properly
elected to redeem its shares if a Business Combination does not close.
We have amended and restated memorandum and articles of association provides
that we will have only 18 months from the closing of the Public Offering (or up
to 24 months from the closing of the IPO if we extend the period of time to
consummate a Business Combination, subject to the Sponsor depositing additional
funds in the Trust Account) (the "Combination Period") to consummate our initial
Business Combination. If we have not consummated an initial Business Combination
within Combination Period, we will: (i) cease all operations except for the
purpose 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 earned on the funds held in the Trust Account and
not previously released to us to pay our income taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the
then-outstanding public shares, which redemption will completely extinguish
public shareholders' 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 our remaining
shareholders and its board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii), to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to consummate an initial
Business Combination within Combination Period.
The Sponsor and each member of its management team have entered into an
agreement with Company, pursuant to which they have agreed to (i) waive their
redemption rights with respect to their Founder Shares (ii) to waive their
redemption rights with respect to their Founder Shares and public shares in
connection with a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of the Class A ordinary
shares the right to have their shares redeemed in connection with the initial
Business Combination or to redeem 100% of the public shares if we do not
complete the initial Business Combination within Combination Period or (B) with
respect to any other provision relating to the rights of holders of the Class A
ordinary shares and (iii) waive their rights to liquidating distributions from
the Trust Account with respect to any Founder Shares they hold if we fail to
consummate an initial Business Combination within Combination Period (although
they will be entitled to liquidating distributions from the Trust Account with
respect to any public shares they hold if we fail to complete the initial
Business Combination within the prescribed time frame).
We have until 18 months from the closing of the Public Offering to complete a
Business Combination. However, if we anticipate that we may not be able to
consummate a Business Combination within 18 months, we may extend the period of
time to consummate a Business Combination by up to two additional three-month
periods (for a total of 24 months to complete a Business Combination (the
"Combination Period"). In order to extend the time available for us to
consummate a Business Combination, the Sponsor or its affiliate or designees
must deposit into the Trust Account, for each additional three-month period,
$1,265,000 ($0.10 per Public Share in either case), on or prior to the date of
the applicable deadline.
Our Sponsor has agreed that it will be liable to us if and to the extent any
claims by a third party (other than our independent auditors) for services
rendered or products sold to us, or a prospective target business with which we
have discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below (1) $10.25 per public share or (2) such lesser
amount per public share held in the Trust Account as of
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the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets, in each case net of the interest which may be withdrawn to
pay taxes, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the Trust Account and except as to any claims
under our indemnity of the underwriter of the Public Offering against certain
liabilities, including liabilities under the Securities Act. Moreover, in the
event that an executed waiver is deemed to be unenforceable against a third
party, the Sponsor will not be responsible to the extent of any liability for
such third-party claims. We have not independently verified whether the Sponsor
has sufficient funds to satisfy its indemnity obligations and believe that the
Sponsor's only assets are securities of us and, therefore, the Sponsor may not
be able to satisfy those obligations. We have not asked the Sponsor to reserve
for such obligations.
Results of Operations
As of December 31, 2022, we had not commenced any operations. All activity for
the period from August 9, 2021 (inception) through December 31, 2022 relates to
our formation, IPO and identifying a business combination target. We have
neither engaged in any operations nor generated any revenues to date. We will
not generate any operating revenues until after the completion of our initial
Business Combination, at the earliest. We generate non-operating income in the
form of interest income on cash and cash equivalents from the proceeds derived
from the IPO. We expect to incur increased expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For the year ended December 31, 2022, we had a net income of $30,726, which
consisted of interest income of $1,861,925 and bank interest income of $222,
offset by operating costs of $1,831,421.
For the period from August 9, 2021 (inception) to December 31, 2021, we had a
net loss of $225,437, which consisted of formation and operating costs of
$232,346, offset by interest income of $6,909.
Liquidity and Capital Resources
Our liquidity needs up to December 14, 2021 had been satisfied through a payment
from the Sponsor of $25,000 (see Note 5 of the Financial Statements) for the
Founder Shares to cover certain offering costs and the loan under an unsecured
promissory note from the Sponsor of up to $500,000. At December 31, 2022, we had
$314,151 in our operating bank account and a working capital deficit of
$381,705, which mainly consisted of the portion of proceeds of the sale of the
Private Placement Warrants not held in the Trust Account. In addition, in order
to finance transaction costs in connection with a Business Combination, our
Sponsor or an affiliate of the Sponsor or certain of our officers and directors
may, but are not obligated to, provide our Working Capital Loans, as defined
below (see Note 5 of the Financial Statements). As of December 31, 2022 and
2021, there were no amounts outstanding under any Working Capital Loans.
In connection with our assessment of going concern considerations in accordance
with FASB ASC205-40, Presentation of Financial Statements-Going Concern",
management has determined that we have and will continue to incur significant
costs in pursuit of its acquisition plans which raises substantial doubt about
our ability to continue as a going concern. Moreover, we may need to obtain
additional financing either to complete our initial Business Combination or
because we become obligated to redeem a significant number of our Public Shares
upon consummation of our initial Business Combination, in which case we may
issue additional securities or incur debt in connection with such Business
Combination. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our initial
Business Combination. If we are unable to complete our initial Business
Combination because we do not have sufficient funds available to us, we will be
forced to cease operations and liquidate the Trust Accounts. In addition,
following our initial Business Combination, if cash on hand is insufficient, we
may need to obtain additional financing in order to meet our obligations.
Further, management has determined that if we are unable to complete a Business
Combination by June 14, 2023 (the "Combination Period"), then we will cease all
operations except for the purpose of liquidating. However, we may, by resolution
of our board of directors if requested by our sponsor, extend the Combination
Period two times by an additional three months each time (for a total of up to
24 months to complete a Business Combination), subject to the sponsor depositing
additional funds into the trust account as further described herein. The date
for mandatory liquidation and subsequent dissolution as well as our liquidity
condition raise substantial doubt about our ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or
liabilities should we be required to liquidate after the Combination Period. We
intend to complete a Business Combination before the mandatory liquidation date.
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Risks and Uncertainties and Factors That May Adversely Affect our Results of
Operations
Management is currently evaluating the impact of the current global economic
uncertainty, the COVID-19 pandemic, rising interest rates, rising inflation,
increases in energy prices, supply chain disruptions and the Russia-Ukraine
armed conflict (including the impact of any sanctions imposed in response
thereto) and has concluded that while it is reasonably possible that any of
these could have a negative effect on our financial position, results of
operations and/or search for a target company, the specific impact is not
readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. We cannot at this time fully predict the likelihood of one or
more of the above events, their duration or magnitude or the extent to which
they may negatively impact our business and our ability to complete an initial
Business Combination.
Related Party Transactions
Founder Shares
On August 12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately
$0.009 per share, to cover certain offering costs in consideration for 2,875,000
Class B ordinary shares (the "Founder Shares"), par value $0.0001. On
November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B
ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009
per share. On December 9, 2021, the Company issued 287,500 Class B ordinary
shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500
Founder Shares are subject to forfeiture by the Sponsor depending on the extent
to which the underwriters' over-allotment option is exercised. Prior to the
Business Combination, only holders of Class B ordinary shares will be able to
vote on the appointment of directors and to continue the Company in a
jurisdiction outside the Cayman Islands. On December 15, 2021, the underwriters
fully exercised their over-allotment and as a result, 412,500 Founder Shares are
no longer subject to forfeiture.
Promissory Note - Related Party
On August 12, 2021, Forbion European Sponsor LLP agreed to loan us up to
$500,000 to be used for a portion of the expenses of the Public Offering. These
loans are non-interest bearing, unsecured and are due at the earlier of
December 31, 2021 or the closing of the Public Offering. The loan was repaid out
of the offering proceeds not held in the Trust Account. There were no
outstanding balances under the promissory note as of December 31, 2022 and 2021.
Working Capital Loans
In order to finance transaction costs in connection with an intended Business
Combination, the Sponsor or an affiliate of the Sponsor, or certain of our
officers and directors may, but are not obligated to, loan our funds as may be
required ("Working Capital Loans"). If we complete the initial Business
Combination, we may repay the Working Capital Loans out of the proceeds of the
Trust Account released to us. Otherwise, the Working Capital Loans may be repaid
only out of funds held outside the Trust Account. In the event that the initial
Business Combination does not close. We may use a portion of the working capital
held outside the Trust Account to repay the Working Capital Loans but no
proceeds from the Trust Account would be used to repay the Working Capital
Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post-Business Combination entity at a price of $1.50 per warrant
at the option of the lender. The warrants would be identical to the Private
Placement Warrants. As of December 31, 2022 and 2021, we had no borrowings under
the Working Capital Loans.
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Related Party Extension Loans
We may extend the period of time to consummate a Business Combination by up to
two additional three-month periods (for a total of 24 months to complete a
Business Combination). In order to extend the time available for us to
consummate a Business Combination, the Sponsor or its affiliates or designees
must deposit into the trust account, for each additional three-month period,
$1,265,000, ($0.10 per Public Share in either case), on or prior to the date of
the applicable deadline. Any such payments would be made in the form
of a non-interest bearing, unsecured promissory note. Such notes would either be
paid upon consummation of a Business Combination, or, at the relevant insider's
discretion, converted upon consummation of a Business Combination into
additional Private Placement Warrants at a price of $1.50 per Private Placement
Warrant. The Sponsor and its affiliates or designees are not obligated to fund
the trust account to extend the time for us to complete a Business Combination.
Office Space, Secretarial and Administrative Services
Commencing on the date that the Company's securities are first listed on the
NASDAQ through the earlier of consummation of the initial Business Combination
and the liquidation, the Company agreed to pay the Sponsor a total of
$10,000 per month for office space, utilities, secretarial and administrative
support and to reimburse the Sponsor for any out-of-pocket expenses related to
identifying, investigating and completing an initial Business Combination. For
the year ended December 31, 2022, the Company expensed $120,000 in
administrative support services. For the period from August 9, 2021 (inception)
through December 31, 2021, the Company expensed $7,097 in administrative
support services. At December 31, 2022 and 2021, the Company had accrued
$30,000 and $7,097, respectively, in administrative fees payable to the Sponsor
which are included in due to related party on the balance sheets.
Additionally, the Sponsor has agreed to pay an annual salary of $25,000 to each
of the independent Board Members for services rendered prior to or in connection
with the completion of the Business Combination. Board members are entitled to
reimbursement for any out-of-pocket expenses related to identifying,
investigating, negotiating and completing the Business Combination as well. For
the year ended December 31, 2022, the Company expensed $75,000 for services
rendered by the independent Board Members. For the period from August 9, 2021
(inception) through December 31, 2021, the Company expensed $3,699 for the
services rendered by the independent Board Members. At December 31, 2022 and
2021, the Company had accrued approximately $18,904 and $3,699, respectively, in
compensation expense to the independent board members which are included in due
to related party on the balance sheets.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities other
than the deferred commission fees, legal fees and related party payables of
$3,727,500, $581,265 and $48,904, respectively, payable upon the consummation of
a business combination.
Critical Accounting Policies and Estimates
The preparation of the financial statements in conformity with 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 and the reported amounts of expenses during
the reporting periods.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.
We have identified the following as our critical accounting policies and
estimates.
Ordinary Shares Subject to Redemption
We account for our ordinary shares subject to possible redemption in accordance
with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity."
Ordinary shares subject to mandatory redemption (if any) are classified as a
liability instrument and 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 our control) are classified as
temporary equity. At all other times, ordinary shares are classified as
shareholders' equity. Our Class A ordinary shares feature certain redemption
rights that are considered to be outside of our control and subject to the
occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary
shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholders' deficit section of our balance
sheets.
We recognize changes in redemption value immediately as they occur and adjusts
the carrying value of Class A ordinary shares to equal the redemption value at
the end of each reporting period. Increases or decreases in the carrying amount
of redeemable ordinary shares are affected by charges against additional paid in
capital and accumulated deficit.
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Net Income (Loss) Per Common Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Net income (loss) per ordinary share is computed by
dividing net income (loss) by the weighted average number of shares of ordinary
shares outstanding during the period, excluding ordinary shares subject to
forfeiture. At December 31, 2022, we did not have any dilutive securities and
other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of us. As a result, diluted income (loss)
per ordinary share is the same as basic income (loss) per ordinary share for the
periods presented.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU Topic 2020-06, "Debt-Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity" ("ASU 2020-06"), which simplifies
accounting for convertible instruments by removing major separation models
required under current US GAAP. ASU 2020-06 also removes certain settlement
conditions that are required for equity-linked contracts to qualify for scope
exception, and it simplifies the diluted earnings per share calculation in
certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on
a full or modified retrospective basis, with early adoption permitted beginning
on January 1, 2021. We adopted ASU 2020-06 effective January 1, 2021. The
adoption of ASU 2020-06 did not have an impact on our financial statements.
Management does not believe that any other recently issued, but not effective,
accounting standards, if currently adopted, would have a material effect on the
accompanying financial statements.
Off-Balance Sheet Arrangements
As of December 31, 2022 and 2021, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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