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Subsequent Events
6 Months Ended
May 31, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described below, based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 

 

Share Exchange Agreement

 

On July 12, 2019, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Zhongchai Holding, the Sponsor, in the capacity thereunder as the purchaser representative (the "Purchaser Representative"), and Cenntro Holding Limited, the sole member of Zhongchai Holding (the "Zhongchai Equity Holder"), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will consummate the acquisition of all of the outstanding capital stock of Zhongchai Holding through a share exchange, with Zhongchai Holding becoming a direct wholly owned subsidiary of the Company (the "Zhongchai Business Combination"). Pursuant to the Share Exchange Agreement, the Company will issue 7,500,000 ordinary shares to the Zhongchai Equity Holder.

 

Ten percent (10%) of the Exchange Shares ("Escrow Shares") will be deposited in escrow at the closing of the Zhongchai Business Combination (the "Closing") for a period of eighteen (18) months (subject to further retention in the escrow account to the extent that there are pending indemnification claims brought prior to such time). During such time, the Escrow Shares will be subject to forfeiture back to the Company (along with dividends and other earnings otherwise payable with respect to such Escrow Shares) in the event that the Purchaser Representative successfully brings an indemnification claim under the Share Exchange Agreement on behalf of the Company's shareholders. The Zhongchai Equity Holder will be entitled to vote the Escrow Shares while they are held in escrow.

 

The Zhongchai Business Combination will be consummated subject to the deliverables and provisions as further described in the Share Exchange Agreement.