Business Context and Reporting Period
Company: Harmony Merger Corp. (Note: Metadata lists "Nextdecade Corp", but the filing text identifies the registrant as Harmony Merger Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 21, 2016
Context: The Company is a special purpose acquisition company (SPAC) seeking a business combination. This report discloses the issuance of a convertible promissory note to its Chief Executive Officer.
Key Financial Metrics
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins) as this is a current report regarding a specific transaction rather than a periodic financial report.
- Debt Issued: $60,000 convertible promissory note.
- Interest Rate: Non-interest bearing.
- Security Status: Unsecured.
- Conversion Terms: Convertible to units at $10.00 per unit upon consummation of a Business Combination.
- Maximum Conversion: 6,000 units if the entire principal is converted.
Material Changes
The primary material change is the creation of a direct financial obligation to the Company's CEO, Eric S. Rosenfeld. The note is contingent on the completion of a merger, share exchange, or asset acquisition. If no Business Combination occurs, the debt is generally forgiven unless funds are available outside the Company's trust account.
Guidance, Outlook, and Risks
Management Commentary: The issuance was made to evidence a loan from the CEO to support the Company's operations while seeking a business combination.
Contingencies: Repayment or conversion is strictly tied to the consummation of a Business Combination. If the Company fails to complete a transaction, the obligation is waived except for funds outside the trust account.
Risks: The filing notes the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933. The warrants included in the converted units will be non-redeemable and exercisable on a cashless basis, differing from the initial public offering units.
Investor Verification Checklist
- Verify the exact identity of the registrant (Harmony Merger Corp.) versus the metadata provided (Nextdecade Corp).
- Confirm the status of the Company's trust account and whether funds exist outside the trust to repay the note if no merger occurs.
- Review the specific terms of the "non-redeemable" warrants attached to the converted units compared to the IPO units.
- Check for any subsequent filings regarding the consummation of a Business Combination or the repayment of this note.