10-K 1 brhc10039904_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

EMERGING MARKETS HORIZON CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41136		98-1607027
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

8^th Floor, Berkeley Square House, Berkeley Square London, United Kingdom		W1J 6DB
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +44 20 7647 9100

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant to acquire one Class A ordinary share	HORIU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	HORI	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HORIW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. Accordingly, there was no market value for the registrant’s Class A ordinary shares on such date. The registrant’s units began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on December 9, 2021 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began separate trading on Nasdaq on January 31, 2022.

As of September 12, 2022, 28,750,000 Class A ordinary shares, par value $0.0001, and 7,187,500 Class B ordinary shares, par value $0.0001, were issued and outstanding.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
SUMMARY OF RISK FACTORS		iv
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	46
Item 2.	Properties	46
Item 3.	Legal Proceedings	46
Item 4.	Mine Safety Disclosures	46
PART II		47
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	47
Item 6.	[Reserved]	48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	52
PART III		53
Item 10.	Directors, Executive Officers and Corporate Governance	53
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	62
Item 14.	Principal Accounting Fees and Services	63
PART IV		65
Item 15.	Exhibits, Financial Statements Schedules	65
Item 16.	Form 10-K Summary	66

Name	Age	Position
Jonathan Neill	62	Interim Chief Executive Officer and Director
Christopher Edwards	49	Interim Chief Financial Officer and Director
Enrique Fernández Aisa	53	Director
Konrad Kozik	51	Director
Herbert Stepic	75	Director

Individual	Entity	Entity’s Business	Affiliation
Jonathan Neill	FPP Asset Management LLP	Investment	Director

Christopher Edwards	FPP Asset Management LLP	Investment	Director and CFO

Enrique Fernández Aisa	PJSC M.Video	Consumer Retail	Director

Konrad Kozik	Deutsche Bank Poland S.A.	Banking	Board Member

	Intesa Sanpaolo Bank S.A.	Banking	Board Member

	Moldova Agroindbank	Banking	Board Member

Herbert Stepic	BC Moldinconbank S.A.	Banking	Board Member

	Tamak Holding	Investment	Board Member

	Class B ordinary shares						Class A ordinary shares
Name of Beneficial Owners⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾			Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class
New Emerging Markets Horizon (our sponsor)⁽³⁾		7,150,000			99.5	%		—		—
FPP Capital Advisers		—	⁽⁴⁾		—			—		—
Enrique Fernández Aisa		12,500			*			—		—
Konrad Kozik		12,500			*			—		—
Herbert Stepic		12,500			*			—		—
All officers and directors as a group (five individuals)		37,500			*			—		—
LF Group DMCC⁽⁵⁾		—			—			1,500,000		5.22	%
Adage Capital Partners, L.P.⁽⁶⁾		—			—			1,500,000		5.22	%
PIK Invest Ltd⁽⁷⁾		—			—			2,000,000		7.0	%

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements
Balance Sheet as of December 31, 2021		F-3
Statement of Operations for the period from May 6, 2021 (inception) through December 31, 2021		F-4
Statement of Changes in Shareholders’ Deficit for the period from May 6, 2021 (inception) through December 31, 2021		F-5
Statement of Cash Flows for the period from May 6, 2021 (inception) through December 31, 2021		F-6
Notes to Financial Statements		F-7

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.(1)
4.1		Warrant Agreement, dated December 8, 2021, by and between Continental Stock Transfer & Trust Company and the Company.(1)
4.2		Description of Registrant’s Securities.*
10.1		Investment Management Trust Account Agreement, dated December 8, 2021, by and between Continental Stock Transfer & Trust Company and the Company.(1)
10.2		Registration and Shareholder Rights Agreement, dated December 8, 2021, by and among the Company, the Sponsor and certain other securityholders named therein.(1)
10.3		Private Placement Warrants Purchase Agreement, dated December 8, 2021, by and between the Company and the Sponsor.(1)
10.4		Letter Agreement, dated December 8, 2021, by and among the Company, the Sponsor and the Company’s officers and directors.(1)
10.5		Administrative Services Agreement, dated December 8, 2021, by and between the Company and the Sponsor.(1)
10.6		Form of Indemnity Agreement by and between the Company and each of its officers and directors of the Company.(1)
10.7		Promissory Note, dated September 9, 2022, by and between the Company and the Sponsor.*
31.1		Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
31.2		Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) or Rule 15d-14(a).*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Date: September 12, 2022	EMERGING MARKETS HORIZON CORP.

	/s/ Jonathan Neill
	Name:	Jonathan Neill
	Title:	Interim Chief Executive Officer and Director

Name	Position	Date
Jonathan Neill /s/ Jonathan Neill	Interim Chief Executive Officer and Director (Principal Executive Officer)	September 12, 2022
Christopher Edwards /s/ Christopher Edwards	Interim Chief Financial Officer and Director (Principal Financial Officer)	September 12, 2022
Enrique Fernández Aisa /s/ Enrique Fernández Aisa	Director	September 12, 2022
Konrad Kozik /s/ Konrad Kozik	Director	September 12, 2022
Herbert Stepic /s/ Herbert Stepic	Director	September 12, 2022

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet as of December 31, 2021	F-3
Statement of Operations for the period from May 6, 2021 (inception) through December 31, 2021	F-4
Statement of Changes in Shareholders’ Deficit for the period from May 6, 2021 (inception) through December 31, 2021	F-5
Statement of Cash Flows for the period from May 6, 2021 (inception) through December 31, 2021	F-6
Notes to the Financial Statements	F-7

ASSETS
Current Assets
Cash	$	503,187
Other receivables		12,500
Prepaid expenses - current		584,866
Total Current Assets		1,100,553
Investments held in Trust Account		293,251,371
Prepaid expenses - non-current		116,668
Total Assets	$	294,468,592

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	133,563
Total Current Liabilities		133,563

Warrant liabilities		13,881,250
Deferred underwriting commissions payable		10,062,500
Total Liabilities		24,077,313

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 28,750,000 shares (at a redemption value of $10.20 per share)		293,251,371

Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 7,187,500 shares issued and outstanding		719
Accumulated deficit		(22,860,811	)
Total Shareholders’ Deficit		(22,860,092	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	294,468,592

Formation costs	$	3,471
Loss from operations		(3,471	)

Other income (expense):
Change in fair value of warrant liabilities		15,427,500
Insurance expenses		(23,333	)
Professional services		(58,729	)
Interest earned on investments held in Trust Account		1,371
Offering costs allocated to warrants		(1,071,693	)
Other expenses		(5,317	)
Total other income, net		14,269,799
Net Income	$	14,266,328

Weighted average Class A redeemable shares outstanding, basic and diluted		2,156,250
Basic and diluted net income per Class A redeemable share outstanding	$	1.71
Weighted average Class B non-redeemable shares outstanding, basic		6,164,063
Basic net income per Class B non-redeemable share outstanding	$	1.71
Weighted average Class B non-redeemable shares outstanding, diluted		7,007,813
Diluted net income per Class B non-redeemable share outstanding	$	1.51

SEC Form 10-K filed by Emerging Markets Horizon Corp.