References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Primavera Capital Acquisition Corporation References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to Primavera Capital Acquisition LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report.
Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Form 10-Q
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
completion of our initial business combination, the Company's financial
position, business strategy and the plans and objectives of management for
future operations, are forward-looking statements. Words such as "expect,"
"believe," "anticipate," "intend," "estimate," "seek" and variations and similar
words and expressions are intended to identify such forward-looking statements.
Such forward-looking statements relate to future events or future performance,
but reflect management's current beliefs, based on information currently
available. A number of factors could cause actual events, performance or results
to differ materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's final prospectus for its Initial Public Offering filed with the SEC.
The Company's securities filings can be accessed on the EDGAR section of the
SEC's website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Overview
We are a blank check company incorporated on July 16, 2020 as a Cayman Islands
exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more businesses. Our sponsor is Primavera Capital Acquisition LLC, a
Cayman limited liability company.
The registration statement for our initial public offering was declared
effective on January 21, 2021. On January 26, 2021, we consummated our initial
public offering of 41,400,000 units at $10.00 per unit, generating gross
proceeds of $414,000,000 and incurring offering costs of approximately
$23,454,123, inclusive of $14,490,000 in deferred underwriting commissions.
Substantially concurrently with the closing of our initial public offering, we
completed the private sale of 10,280,000 private placement warrants, at a price
of $1.00 per private placement warrant, to our sponsor, generating gross
proceeds of $10,280,000.
Following our initial public offering and the full exercise of the overallotment
option and the related sales of the private placement warrants described above,
a total of $414,000,000 was placed in the trust account and was invested in
permitted U.S. "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act, having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act that invest only in direct U.S. government treasury
obligations. In total, we incurred $23,454,123 in transaction costs, including
$8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and
$684,123 of other offering costs.
Our management has broad discretion with respect to the specific application of
the net proceeds from our initial public offering and the sale of the private
placement warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a business combination.
We will only have until January 26, 2023, or 24 months from the closing of our
initial public offering (as such period may be extended pursuant to a
shareholder vote) to complete our initial business combination. If we have not
completed our initial business combination within this time frame, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, but not more than 10 business days thereafter, redeem
the public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the
funds held in the trust account (less taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of then-outstanding
public shares, which redemption will completely extinguish public shareholders'
rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve,
subject, in the case of clauses (ii) and (iii), to our obligations under Cayman
Islands law to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire
worthless if we do not complete our initial business combination within the
allotted period.
21
--------------------------------------------------------------------------------
Table of Contents
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. On March 23, 2022, the Company signed the Business
Combination Agreement, as described in detail below. However, we cannot assure
you that our plans to complete a business combination will be successful.
Recent Developments
On March 23, 2022, we entered into the BCA (as it may be amended, supplemented
or otherwise modified from time to time) by and among (i) the Company,
(ii) PubCo, (iii) Merger Sub 1, (iv) Merger Sub 2, and (v) FFG.
Pursuant to the BCA, on the closing of the business combination and in
sequential order, (i) the Forward Purchase Subscriptions will be consummated
immediately prior to the completion of the Initial Merger or otherwise in
accordance with the terms thereof, (ii) the Company will merge with and into
Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and,
after giving effect to such merger, continuing as a wholly owned subsidiary of
PubCo (the "Initial Merger"), (iii) Merger Sub 2 will merge with and into FFG,
with FFG as the surviving entity in the merger (such surviving entity, the
"Surviving Company"), and, after giving effect to such merger, continuing as a
wholly owned subsidiary of PubCo (the "Second Merger"), (iv) the PIPE Investment
shall be consummated immediately following the completion of the Initial Merger
and the Second Merger, and (v) Merger Sub 1 will merge with and into the
Surviving Company, with the Surviving Company as the surviving entity in the
merger (the "Third Merger").
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Initial Merger, (i) each unit will (to the extent not
already separated) be automatically detached and the holder thereof will be
deemed to hold one Class A ordinary share and one-half of a warrant,
(ii) immediately following the separation of each unit, each issued and
outstanding Class A ordinary share (but excluding (x) all of the Class A
ordinary shares that will be redeemed pursuant to the election of eligible
holders thereof in accordance with the Company's organizational documents in
connection with the transactions contemplated by the BCA, and (y) the Eligible
Shares will automatically be converted into the right to receive a number of
newly issued PubCo ordinary shares equal to (x) the sum of the aggregate number
of Eligible Shares and 3,600,000, divided by (y) the aggregate number of
Eligible Shares, subject to rounding, (iii) each (x) Class A ordinary share
other than the Eligible Shares and (y) Class B ordinary share issued and
outstanding will automatically be converted into the right to receive one newly
issued PubCo ordinary share, (iv) each issued and outstanding warrant will be
assumed by PubCo and converted into a warrant to purchase one PubCo ordinary
share and (v) the issued and outstanding share in the capital of Merger Sub 1
will continue existing and constitute the only issued and outstanding share in
the capital of Merger Sub 1.
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Second Merger, (i) each issued and outstanding FFG ordinary
share, FFG non-voting ordinary share and FFG preferred share (collectively,
"Company Shares") will automatically be converted into the right to receive such
number of newly issued PubCo ordinary shares that is equal to the Company
Exchange Ratio, subject to rounding, and (ii) the issued and outstanding share
in the capital of Merger Sub 2 will automatically be converted into one ordinary
share of the Surviving Company, which ordinary share will constitute the only
issued and outstanding share in the share capital of the Surviving Company. The
"Company Exchange Ratio" is a number determined by dividing the price per
Company Share (i.e., US$3.365773) by US$10.00.
Subject to, and in accordance with, the terms and conditions of the BCA, in
connection with the Third Merger, (i) the issued and outstanding ordinary share
of the Surviving Company will be canceled and cease to exist by virtue of the
Third Merger, and (ii) the issued and outstanding share in the capital of Merger
Sub 1 will automatically be converted into one ordinary share of the Surviving
Company, which ordinary share will constitute the only issued and outstanding
share in the share capital of the Surviving Company.
The business combination is expected to close in the second half of 2022,
following the receipt of the required approvals by the Company's shareholders
and the fulfillment of other closing conditions.
The BCA contains representations, warranties and covenants of each of the
parties thereto that are customary for transactions of this type. The
representations and warranties of the parties contained in the BCA will
terminate and be of no further force and effect as of the closing of the
business combination. PubCo has also agreed to take all action within its power
as may be necessary or appropriate such that, effective immediately after the
Closing, PubCo board of directors will consist of seven (7) directors. The
Sponsor will have the right to designate one (1) member of PubCo board of
directors.
On October 17, 2022, each party of the BCA entered into an amendment to the BCA
("Amendment No. 1") to, amongst other matters, (i) change the "Price per Company
Share" from US$3.365773 to US$2.6926188 and (ii) provide that the US$50 million
equity investment by Meritz Securities Co., Ltd. pursuant to a share
subscription agreement with FFG and PubCo in respect of shares of FFG, which was
executed on October 16, 2022 (the "Meritz Investment"), will be deemed part of
the "Private Placement" under the BCA and, accordingly, its proceeds will count
towards satisfaction of the minimum cash condition for closing the Business
Combination.
On October 20, 2022, the aforementioned parties entered into Amendment No. 2 to
BCA ("Amendment No. 2") to (i) update the form of the amended and restated
memorandum and articles of association of PubCo and make certain adjustments to
the Second Merger (as defined in the BCA), in each case, in light of the
US$50 million equity investment by Meritz Securities Co., Ltd. pursuant to a
share subscription agreement with FFG and PubCo in relation to the shares of
FFG, which was executed on October 16, 2022, and (ii) include an additional
closing condition in favor of the Company relating to the delivery of an
undertaking by Fosun International Limited, a company incorporated in Hong Kong
with limited liability.
22
--------------------------------------------------------------------------------
Table of Contents
On October 28, 2022, the aforementioned parties entered into Amendment No. 3 to
the BCA ("BCA Amendment No. 3") to remove the arrangements relating to the bonus
pool of up to 3,600,000 ordinary shares of Pubco for eligible holders of the
Company's Class A ordinary shares who do not redeem their shares in connection
with the transactions contemplated by the BCA . The foregoing description of BCA
Amendment No. 3 does not purport to be complete and is qualified in its entirety
by the terms and conditions of BCA Amendment No. 3, a copy of which is attached
as Exhibit 2.1 in the Form 8-K filed with SEC on October 28, 2022.
On October 28, 2022, Fosun Fashion Holdings (Cayman) Limited, Fosun
International Limited and certain other parties thereto entered into an Amended
and Restated Subscription Agreement (the "A&R Subscription Agreement"), pursuant
to which Fosun Fashion Holdings (Cayman) Limited has agreed to subscribe for a
total of 13,327,225 Pubco ordinary shares at a price of $10 per share, upsizing
its PIPE subscription investment by approximately $95 million, from $38 million
to approximately $133 million. The additional approximately $95 million PIPE
subscription commitment from Fosun Fashion Holdings (Cayman) Limited will be
effected by way of re-investment of all of the repayment proceeds of certain
existing shareholder loans that were borrowed by Lanvin Group from Fosun
International Limited for working capital purposes. The closing of the PIPE
investment by Fosun Fashion Holdings (Cayman) Limited and the other PIPE
investors is contingent upon, among other things, the substantially concurrent
consummation of the Business Combination. The foregoing description of the A&R
Subscription Agreement does not purport to be complete and is qualified in its
entirety by reference to the A&R Subscription Agreement, a copy of which is
attached as Exhibit 10.1 in the Form 8-K filed with SEC on October 28, 2022.
On November 3, 2022, the registration statement on Form F-4 of the PubCo filed
in connection with the Business Combination was declared effective by the SEC.
Liquidity and Capital Resources
As of September 30, 2022, we had cash outside the trust account of $59,320
available for working capital needs. As of September 30, 2022, none of the
amount in the trust account was available to be withdrawn as described above.
Through September 30, 2022, our liquidity needs were satisfied through receipt
of $25,000 from the sale of the founder shares, $250,000 promissory note as
described below, $500,000 Convertible Promissory Note as described below and the
remaining net proceeds from our initial public offering and the sale of the
private placement warrants.
On July 17, 2020, we issued an unsecured promissory note in the amount of up to
$250,000 to an affiliate of our sponsor. The proceeds of the note, which may be
drawn down from time to time until we consummate our initial business
combination, will be used for general working capital purposes. The note bears
no interest and is payable in full upon the earlier to occur of (i) December 31,
2021 and (ii) the completion of our initial public offering. A failure to pay
the principal within five business days of the date specified above or the
commencement of a voluntary or involuntary bankruptcy action shall be deemed an
event of default, in which case the note may be accelerated. As of September 30,
2022 and December 31, 2021, there is $7,000 in borrowings outstanding under the
promissory note, which is currently due on demand.
On January 28, 2022, we issued an unsecured promissory note (the "Convertible
Promissory Note") in the amount of up to $500,000 to the Sponsor. The
Convertible Promissory Note bears no interest and shall be payable on the
earlier of: (i) twenty-four (24) months from the closing of the initial public
offering (or such later date as may be extended in accordance with the terms of
our memorandum and articles of association) or (ii) the date on which we
consummate a business combination. On February 14, 2022, we drew down the full
amount of the Convertible Promissory Note. The Sponsor may elect to convert all
or any portion of the unpaid principal balance of this Convertible Promissory
Note into that number of warrants consisting of one warrant exercisable for one
ordinary share of us (the "Conversion Warrants"), equal to: (x) the portion of
the principal amount of the Convertible Promissory Note being converted, divided
by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion
Warrants shall be identical to the Private Placement Warrants.
Going Concern
As of September 30, 2022, we had working capital deficit of $5,836,590 and
$59,320 of cash held outside the Trust Account available for working capital
needs. All cash and securities held in the Trust Account are generally
unavailable for our use, prior to an initial Business Combination, and are
restricted for use either in a Business Combination or to redeem ordinary
shares. As of September 30, 2022, none of the amount in the Trust Account was
available to be withdrawn as described above.
On February 14, 2022, we drew down $500,000 of the Convertible Promissory Note
(as defined in Note 5 to Financial Statements). The Convertible Promissory Note
bears no interest and shall be payable on the earlier of: (i) twenty-four
(24) months from the closing of the initial public offering (or such later date
as may be extended in accordance with the terms of our memorandum and articles
of association) or (ii) the date on which we consummate a business combination.
23
--------------------------------------------------------------------------------
Table of Contents
We believe we may have insufficient funds available to operate our business
prior to the Business Combination. Moreover, we will need to raise additional
capital through loans from the Sponsor, officers, directors, or third parties.
None of the Sponsor, officers or directors are under any obligation to advance
funds to, or to invest in, us. We cannot provide any assurance that new
financing will be available to us on commercially acceptable terms, if at all.
In addition, if we are not able to consummate a Business Combination before
January 26, 2023, we will commence an automatic winding up, dissolution and
liquidation. Management has determined that the liquidity issue and automatic
liquidation, should a Business Combination not occur, and potential subsequent
dissolution raises substantial doubt about our ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or
liabilities should we be required to liquidate after January 26, 2023.
Management plans to continue its efforts to close a Business Combination within
the prescribed time frame.
Results of Operations
All of our activities from inception through September 30, 2022 related to our
formation, the preparation for our initial public offering and, since the
closing of our initial public offering, the search for a prospective target of
our initial business combination.
We have neither engaged in any operations nor generated any revenues to date. We
will not generate any operating revenues until after the completion of our
initial business combination. We will generate non-operating income in the form
of interest income on cash and cash equivalents held in the trust account. We
expect to continue to incur increased expenses as a result of being a public
company for legal, financial reporting, accounting, auditing compliance and
stock exchange listing, as well as for due diligence expenses.
For the three months ended September 30, 2022, we had a net income of
$4,401,714, which consists of a change in fair value of warrant liabilities of
$4,118,244, change in fair value of convertible promissory note of $75,782, gain
from debt forgiveness of $200,000 and interest earned on investment held in the
Trust Account of $1,872,092, offset by general and administrative expenses of
$1,298,895 and change in fair value of FPA of $565,509.
For the nine months ended September 30, 2022, we had a net income of
$14,534,581, which consists of a change in fair value of warrant liabilities of
$16,852,440, change in fair value of convertible promissory note of $70,859,
gain from debt forgiveness of $200,000 and interest earned on investment held in
the Trust Account of $2,494,539, offset by general and administrative expenses
of $3,987,194 and change in fair value of FPA of $1,096,063.
For the three months ended September 30, 2021, we had a net income of
$5,307,590, which consists of a change in fair value of warrant liabilities of
$5,067,437, interest earned on investment held in the Trust Account of $6,361
and a change in fair value of FPA of $507,890, offset by general and
administrative expenses of $274,098.
For the nine months ended September 30, 2021, we had a net income of
$17,418,660, which consists of a change in fair value of warrant liabilities of
$20,031,789, interest earned on investment held in the Trust Account of $17,078
and a change in fair value of FPA of $266,569, offset by general and
administrative expenses of $804,733 and offering costs allocable to warrants of
$2,092,043.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or long-term liabilities,
other than as described below.
We entered into an administrative services agreement to pay our sponsor a
monthly fee of $10,000 for office space, utilities, secretarial and
administrative support services provided to us and other expenses and
obligations of our sponsor. We began incurring these fees on January 26, 2021
and will continue to incur these fees monthly until the earlier of the
completion of a business combination and our liquidation.
On July 17, 2020, we issued an unsecured promissory note (the "Promissory Note")
to an affiliate of the sponsor, which was assigned to the sponsor on August 24,
2020, pursuant to which we may borrow up to an aggregate principal amount of
$250,000. The Promissory Note is non-interest bearing and payable on the earlier
of (i) December 31, 2021 and (ii) the completion of the Initial Public Offering.
On January 26, 2021, at the closing of the Initial Public Offering, $191,819 was
repaid. As of September 30, 2022 and December 31, 2021, there is $7,000 and
$7,000 in borrowings outstanding under the promissory note, which is currently
due on demand.
On January 28, 2022, we issued an unsecured promissory note (the "Convertible
Promissory Note") in the amount of up to $500,000 to the Sponsor. The
Convertible Promissory Note bears no interest and shall be payable on the
earlier of: (i) twenty-four (24) months from the closing of the initial public
offering (or such later date as may be extended in accordance with the terms of
our memorandum and articles of association) or (ii) the date on which we
consummate a business combination. On February 14, 2022, we drew down the full
amount of the Convertible Promissory Note.
The underwriters of our initial public offering are entitled to a deferred fee
of $0.35 per unit, or $14,490,000 in the aggregate. The deferred fee will become
payable to the underwriters from the amounts held in the trust account solely in
the event that we complete a business combination, subject to the terms of the
underwriting agreement.
24
--------------------------------------------------------------------------------
Table of Contents
Critical Accounting Policies and Estimates
This management's discussion and analysis of our financial condition and results
of operations is based on our unaudited condensed financial statements, which
have been prepared in accordance with GAAP. The preparation of these condensed
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities in our financial statements. On
an ongoing basis, we evaluate our estimates and judgments, including those
related to fair value of financial instruments and accrued expenses. We base our
estimates on historical experience, known trends and events and various other
factors that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.
We have identified the following critical accounting policies:
Convertible Promissory Note
We account for our convertible promissory note under ASC 815, Derivatives and
Hedging ("ASC 815"). Under 815-15-25, the election can be at the inception of a
financial instrument to account for the instrument under the fair value option
under ASC 825. We have made such election for our convertible promissory note.
Using fair value option, the convertible promissory note is required to be
recorded at its initial fair value on the date of issuance, and each balance
sheet date thereafter. Changes in the estimated fair value of the note are
recognized as non-cash change in the fair value of the convertible promissory
note in the condensed statements of operations. The fair value of the option to
convert into private warrants was valued utilizing the Monte Carlo model.
Derivative Warrant Liabilities
We evaluate our financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging". For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the
statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the condensed balance sheet as current or non-current based on
whether or not net-cash settlement or conversion of the instrument could be
required within 12 months of the balance sheet date.
We account for the Warrants and FPA in accordance with the guidance contained in
ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the
Warrants and FPA as liabilities at their fair value and adjust the Warrants and
FPA to fair value at each reporting period. These liabilities are subject to
re-measurement at each balance sheet date until exercised, and any change in
fair value is recognized in the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC 480. Class A ordinary shares subject to
mandatory redemption (if any) are classified as a liability instrument and are
measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) are classified as temporary equity. At all
other times, Class A ordinary shares are classified as shareholders' equity. Our
Class A ordinary shares feature certain redemption rights that are considered to
be outside of our control and subject to the occurrence of uncertain future
events. Accordingly, as of September 30, 2022 and December 31, 2021, 41,400,000
shares of Class A ordinary shares subject to possible redemption are presented
at redemption value as temporary equity, outside of the shareholders' equity
section of our condensed balance sheets.
Net Income per Ordinary Share
We have two classes of shares, which are referred to as Class A ordinary shares
and Class B ordinary shares. Earnings and losses are shared pro rata between the
two classes of shares. The potential ordinary share for outstanding warrants to
purchase our shares were excluded from diluted earnings per share because the
warrants are contingently exercisable and the contingencies have not yet been
met. As a result, diluted net income per common share is the same as basic net
loss per common share for the periods.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
Off-Balance Sheet Arrangements
As of September 30, 2022, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
25
--------------------------------------------------------------------------------
Table of Contents
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and under the JOBS Act are allowed to comply with new
or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We have elected to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As a result, the
financial statements included herein may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company
effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions, we may not be required to, among
other things, (i) provide an independent registered public accounting firm's
attestation report on our system of internal control over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that
may be required of non-emerging growth public companies under the Dodd-Frank
Wall Street Reform and Consumer Protection Act, (iii) comply with any
requirement that may be adopted by the Public Company Accounting Oversight Board
regarding mandatory audit firm rotation or a supplement to the report of the
independent registered public accounting firm providing additional information
about the audit and the financial statements (auditor discussion and analysis)
and (iv) disclose certain executive compensation-related items such as the
correlation between executive compensation and performance and comparisons of
our chief executive officer's compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion
of our initial public offering or until we are no longer an "emerging growth
company," whichever is earlier.
© Edgar Online, source Glimpses
PRIA CAP 
