SARISSA CAPITAL ACQUISITION: MANAGEMENT’S REVIEW AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

Results of operations and known trends or future events

We have not engaged in any activity or generated any income to date. Our only activities since the creation have been organizational activities, those necessary to prepare our IPO and identify a target company for our first business combination. We do not expect to generate any revenue until the completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the trust account. We incur expenses as a result of our public company status (for legal, financial, accounting and auditing compliance), as well as expenses related to due diligence on potential applicants to a business combination.

For the period of Aug 12, 2020 (Creation) through December 31, 2020, we suffered a net loss of $ 85,195. we hired $ 87,399 incorporation and operating costs (not charged to shareholders’ equity), consisting mainly of general and administrative costs. We had interest income of $ 2,204 interest on the trust account.

Liquidity and capital resources

From December 31, 2020, we had money outside of the trust account of $ 1,097,856
available for working capital needs. Any remaining cash held in the trust account is generally not available for use by the Company, prior to an initial business combination, and is limited to use in a business combination or to buy back common shares. From December 31, 2020, no amount in the trust account was available for withdrawal as described above.

Through December 31, 2020, the Company’s liquidity needs were met through the receipt of $ 25,000 the sale of the founder’s shares, advances from the limited partner in the aggregate amount of $ 61,810 and the remainder of the net proceeds from the initial public offering and the sale of private placement units.

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Contents

The Company expects the $ 1,097,856 outside the trust account as of
December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months, assuming that a business combination is not completed during this period. Until the completion of our business combination, the Company will use funds not held in the trust account and any additional working capital loans (as defined in note 5 to our financial statements) from original shareholders, officers and directors of the Company, or their respective affiliates (which are described in note 5 to our financial statements), to identify and assess potential acquisition candidates, perform due diligence on potential target companies, visiting offices, factories or similar locations of potential target companies, reviewing corporate documents and material agreements of potential target companies, selecting the target company to be acquired and structuring, negotiating and completing the business combination. ‘companies.

The Company does not believe that it will need to raise additional funds to meet the expenses necessary to operate its business. However, if the Company’s estimates of the costs of an in-depth due diligence and negotiation of a business combination are lower than the actual amount necessary to do so, the Company may not have sufficient funds to operate its business. business before the business combination. In addition, the Company will have to raise additional capital through loans from its sponsor, officers, directors or third parties. None of the sponsors, officers or directors are obligated to advance funds to or invest in the Company. If the Company is unable to raise additional capital, it may need to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing operations, suspending pursuing its business plan and reducing overheads. The Company cannot guarantee that new financing will be available to it on commercially acceptable terms, if at all.

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