Business Context and Reporting Period
This Form 8-K was filed by Harmony Merger Corp. (referred to in metadata as Nextdecade Corp) on March 1, 2017. The company is a Delaware corporation operating as a special purpose acquisition company (SPAC) seeking a business combination.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or total debt. The only specific financial instrument disclosed is a new unsecured, non-interest bearing convertible promissory note issued to the Chief Executive Officer.
- Note Principal: $60,000
- Conversion Price: $10.00 per unit
- Maximum Units upon Conversion: 6,000 units
Material Changes
On March 1, 2017, the Company created a direct financial obligation by issuing the $60,000 convertible promissory note to Eric S. Rosenfeld, the CEO. This represents an unregistered sale of equity securities exempt under Section 4(a)(2) of the Securities Act of 1933.
Outlook, Risks, and Unusual Items
Repayment Terms: The note is payable only upon the consummation of a Business Combination. If no Business Combination occurs, the note will not be repaid, and all amounts owed will be forgiven, except to the extent the Company has funds available outside of its trust account.
Conversion Terms: Upon a Business Combination, the holder may convert the principal into units identical to those issued in the initial public offering, with the exception that the warrants included in these units will be non-redeemable and exercisable on a cashless basis.
Investor Verification Checklist
- Verify the current status of the Company's trust account and whether funds exist outside the trust to cover the note if a Business Combination fails.
- Confirm the exact terms of the "non-redeemable" warrants attached to the converted units compared to the IPO units.
- Review the Company's progress toward identifying a target for a Business Combination to assess the likelihood of the note being converted or forgiven.