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INDEX TO FINANCIAL STATEMENT
Audited Financial Statement for Consonance-HFW
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet | F-3 | |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Consonance-HFW Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying
balance sheet of Consonance-HFW Acquisition Corp. (the "Company") as of November 23, 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 23, 2020 in conformity with accounting principles generally accepted
in the United States of America.
This 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 PCAOB.
We 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.
Our 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.
We have served as the Company's auditor since
CONSONANCE-HFW ACQUISITION
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,507,989 | ||
| Prepaid expenses | 780,908 | |||
| Total Current Assets | 2,288,897 | |||
| Cash held in Trust Account | 80,000,000 | |||
| Total Assets | $ | 82,288,897 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| Liabilities | ||||
| Current liabilities - accrued offering costs | $ | 367,722 | ||
| Deferred underwriting fee payable | 2,800,000 | |||
| Total Liabilities | 3,167,722 | |||
| Commitments and Contingencies | ||||
| Class A ordinary shares subject to possible redemption; 7,412,117 shares at redemption value | 74,121,170 | |||
| Shareholders' Equity | ||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized | 0 | |||
| Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; 997,883 issued and outstanding (excluding 7,412,117 shares subject to possible redemption) | 100 | |||
| Class B ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 2,300,000 issued and outstanding (1)(2) | 230 | |||
| Additional paid-in capital | 5,004,636 | |||
| Accumulated deficit | (4,961 | ) | ||
| Total Shareholders' Equity | 5,000,005 | |||
| Total Liabilities and Shareholders' Equity | $ | 82,288,897 |
The accompanying notes are an
integral part of the financial statement.
CONSONANCE-HFW ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
NOTE 1 - ORGANIZATION
AND PLAN OF BUSINESS OPERATIONS
Acquisition Corp. (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on August 21,
2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses ("Business Combination").
is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage
and emerging growth companies.
23, 2020, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through
November 23, 2020 relates to the Company's formation and the initial public offering ("Initial Public Offering"),
which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the
Initial Public Offering.
statement for the Company's Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company
consummated the Initial Public Offering of 8,000,000 units (the "Units" and, with respect to the Class A ordinary
shares included in the Units sold, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $80,000,000
which is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the sale of 410,000 units (the "Private Placement
Units") at a price of $10.00 per Private Placement Unit in a private placement to Consonance Life Sciences (the "Sponsor")
, generating gross proceeds of $4,100,000, which is described in Note 4.
costs amounted to $4,998,864, consisting of $1,600,000 of underwriting fees, $2,800,000 of deferred underwriting fees and $598,864
of other offering costs. In addition, at November 23, 2020, cash of $1,507,989 was held outside of the Trust Account (as defined
below) and is available for the payment of offering expenses and for working capital purposes.
the closing of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account
(the "Trust Account") 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 185 days
or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below.
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses
that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred
underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of
the 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 issued and outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business 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.
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. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct
a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion
of a Business Combination, including 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. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company's warrants.
CONSONANCE-HFW ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such
completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business
Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the
affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not
required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder
vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of
Association, conduct the redemptions 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. If the Company seeks shareholder approval in
connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) ,
Private Placement Shares (as defined in Note 4) and any Public Shares purchased in or after the Initial Public Offering in
favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection
with a shareholder vote to approve a 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. Additionally, each public shareholder may