Attached files
| file | filename |
|---|---|
| EX-99.1 - BALANCE SHEET DATED DECEMBER 28, 2020 - Viveon Health Acquisition Corp. | ea132605ex99-1_viveon.htm |
| 8-K - CURRENT REPORT - Viveon Health Acquisition Corp. | ea132605-8k_viveon.htm |
Exhibit 99.2
VIVEON HEALTH ACQUISITION CORP.
BALANCE SHEET
December 28, 2020
| December 28, 2020 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ | 3,884,775 | $ | (787,500 | )(b) | $ | 3,097,275 | |||||
| Deferred offering costs | - | - | - | |||||||||
| Prepaid expenses | 675,500 | - | 675,500 | |||||||||
| Total current assets | 4,560,275 | (787,500 | ) | 3,772,775 | ||||||||
| Cash Held in Trust Account | 176,750,000 | 26,250,000 | (a) | 203,262,500 | ||||||||
| 787,500 | (b) | |||||||||||
| (525,000 | )(c) | |||||||||||
| Total Assets | $ | 181,310,275 | $ | 25,725,000 | $ | 207,035,275 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||||||
| Accrued offering costs and expenses | $ | 679,967 | $ | - | $ | 679,967 | ||||||
| Other payable - related party | 364,880 | - | 364,880 | |||||||||
| Due to related party | 3,871 | - | 3,871 | |||||||||
| Promissory note - related party | 228,758 | - | 228,758 | |||||||||
| Total current liabilities | 1,277,476 | - | 1,277,476 | |||||||||
| Deferred underwriters' discount | 6,125,000 | 918,750 | (d) | 7,043,750 | ||||||||
| Total liabilities | 7,402,476 | - | 8,321,226 | |||||||||
| Commitments | ||||||||||||
| Common stock, $0.0001 par value, and 16,723,544 and 19,179,609 shares subject to possible redemption at $10.10 per share, respectively | 168,907,791 | 24,806,257 | (e) | 193,714,048 | ||||||||
| Shareholders’ Equity: | ||||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | |||||||||
| Common stock, $0.0001 par value; 60,000,000 shares authorized; 5,807,706 and 5,976,641 shares issued and outstanding (excluding 16,723,544 and 19,179,609 shares subject to possible redemption, respectively) | 581 | 263 | (a) | 598 | ||||||||
| (246 | )(e) | |||||||||||
| Additional paid-in capital | 5,008,347 | 26,249,737 | (a) | 5,008,323 | ||||||||
| (525,000 | )(c) | |||||||||||
| (918,750 | )(d) | |||||||||||
| (24,806,011 | )(e) | |||||||||||
| Accumulated deficit | (8,920 | ) | - | (8,920 | ) | |||||||
| Total stockholders’ equity | 5,000,008 | (7 | ) | 5,000,001 | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | 181,310,275 | $ | 24,806,250 | $ | 207,035,275 | ||||||
The accompany notes are an integral part of the financial statement.
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Viveon Health Acquisition Corp. (the “Company”) as of December 28, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on December 30, 2020 as described below.
The Company consummated its initial public offering (the “IPO”) of 17,500,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value per share and one-half of one warrant to purchase one share of common stock, and one right. Each right entitles the holder thereof to receive one-twentieth (1/20) of a share of common stock upon consummation of our initial business combination. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $175,000,000. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On December 30, 2020, the Underwriters fully exercised the over-allotment option by purchasing 2,625,000 Units (the “Over-Allotment Units”), generating aggregate of gross proceeds of $26,250,000.
Upon closing of the IPO and the sale of the Over-Allotment Units, a total of $203,562,500 ($10.00 per Unit) has been placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:
| Pro Forma Entries | Debit | Credit | |||||||
| (a) | Cash held in trust account | $ | 26,250,000 | ||||||
| Common stock | $ | 263 | |||||||
| Additional paid-in capital | $ | 26,249,737 | |||||||
| To record sale of 2,625,000 Overallotment Units at $10.00 per Unit on December 30, 2020. | |||||||||
| (b) | Cash held in trust account | $ | 787,500 | ||||||
| Cash and cash equivalents | $ | 787,500 | |||||||
|
To record wire to trust from SPAC working capital account.
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| (c) | Additional paid-in capital | $ | 525,000 | ||||||
| Cash held in trust account | $ | 525,000 | |||||||
| To record payment of cash underwriting fee arising from the sale of the Overallotment Units. | |||||||||
| (d) | Additional paid-in capital | $ | 918,750 | ||||||
| Deferred underwriting discount | $ | 918,750 | |||||||
| To record additional deferred underwriting fee arising from the sale of the Overallotment Units. | |||||||||
| (e) | Common stock | $ | 246 | ||||||
| Additional paid-in capital | $ | 24,806,011 | |||||||
| Common stock subject to possible redemption | $ | 24,806,257 | |||||||
| To record common stock out of permanent equity into mezzanine redeemable stock. | |||||||||