Full Press Release Details
to Financial Statement
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet | F-3 |
| Notes to Financial Statement | F-4 |
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Shareholders and Board of Directors of
Bull Horn Holdings Corp.
on the Financial Statement
have audited the accompanying balance sheet of Bull Horn Holdings Corp. (the "Company") as of November 3, 2020, and
the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement
presents fairly, in all material respects, the financial position of the Company as of November 3, 2020 in conformity with accounting
principles generally accepted in the United States of America.
financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.
We believe that our audit provides a reasonable basis for our opinion.
have served as the Company's auditor since 2019.
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 997,780 | ||
| Prepaid expense and other current assets | 23,200 | |||
| Total Current Assets | 1,020,980 | |||
| Cash held in Trust Account | 75,750,000 | |||
| TOTAL ASSETS | $ | 76,770,980 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| Accrued expenses | $ | 1,509 | ||
| Total Current Liabilities | 1,509 | |||
| Deferred underwriting fee payable | 2,250,000 | |||
| Total Liabilities | 2,251,509 | |||
| Commitments | ||||
| Ordinary shares subject to possible redemption, 6,883,115 shares at redemption value | 69,519,462 | |||
| Shareholders' Equity | ||||
| Preferred shares, no par value; unlimited shares authorized, none issued and outstanding | ||||
| Ordinary shares, no par value; unlimited shares authorized; 2,773,135 issued and outstanding (excluding 6,883,115 shares subject to possible redemption) (1) | 5,012,274 | |||
| Accumulated deficit | (12,265 | ) | ||
| Total Shareholders' Equity | 5,000,009 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 76,770,980 |
accompanying notes are an integral part of the financial statement.
BULL HORN HOLDINGS CORP.
NOTES TO FINANCIAL STATEMENT
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Horn Holdings Corp. (the "Company") is a blank check company incorporated in the British Virgin Islands on November
27, 2018. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation
with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other
similar business combination with one or more businesses or entities ("Business Combination"). Although the Company
is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company
intends to focus on businesses in the sports (including sports franchises or assets related to sports franchises and sports technology),
entertainment and brands sectors.
of November 3, 2020, the Company had not yet commenced any operations. All activity from November 27, 2018 (inception) through
November 3, 2020 relates to the Company's formation and its initial public offering (the "Initial Public Offering").
registration statement for the Company's Initial Public Offering was declared effective on October 29, 2020. On November
3, 2020, the Company consummated the Initial Public Offering of 7,500,000 units (the "Units" and, with respect to
the ordinary shares included in the Units sold, the "Public Shares") at $10.00 per Unit, generating gross proceeds
of $75,000,000 which is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the sale of 3,750,000 warrants (the "Private Warrants")
at a price of $1.00 per Private Warrant in a private placement to the Company's sponsor, Bull Horn Holdings Sponsor LLC
(the "Sponsor"), Imperial Capital, LLC ("Imperial"), I-Bankers Securities, Inc. ("I-Bankers")
and Northland Securities, Inc. ("Northland") (and their designees), generating gross proceeds of $3,750,000, which
is described in Note 4. Each of these Private Warrants allow the holder thereof to purchase one ordinary share.
costs amounted to $4,243,264 consisting of $1,500,000 of underwriting fees, $2,250,000 of deferred underwriting fees and $493,264
of other offering costs. In addition, cash of $997,780 was held outside of the Trust Account (as defined below) and is available
for working capital purposes.
the closing of the Initial Public Offering on November 3, 2020, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the
"Trust Account") located in the United States and invested in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity
of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a
Business Combination or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally
toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target
businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below)
(less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to
enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is
no assurance that the Company will be able to successfully effect a Business Combination.
Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a
Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of
whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company
has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if
the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer
rules, the Company's Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted
from seeking redemption rights with respect to 15% or more of the Public Shares without the Company's prior written consent.
BULL HORN HOLDINGS CORP.
NOTES TO FINANCIAL STATEMENT
shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will
not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There
will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants.
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant
to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents containing
substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
Sponsor and any of the Company's officers or directors that may hold founder shares (the "initial shareholders"),
Imperial, I-Bankers and Northland have agreed (a) to vote their founder shares, and any Public Shares purchased during or after
the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company's Memorandum
and Articles of Association with respect to the Company's pre-Business Combination activities prior to the consummation
of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public
Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) into the right to receive
cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in
a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith)
or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders' rights of pre-Business