ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Fellazo Inc. (the “Company”) was incorporated in Cayman Islands on October 5, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry for purposes of consummating a Business Combination, the Company intends to focus its search for target businesses in the health food and supplement sector. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Swipy Ltd, a Cayman Islands exempted company (the “Sponsor”). The Company has not commenced any operations as of the date of the filing. All activity for the period from October 5, 2018 (date of inception) through June 30, 2019 relates to the Company’s formation and the IPO (as defined below) described below. The Company will not generate any operating revenues until after the completion of its Business Combination. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on July 24, 2019. On July 29, 2019, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (“Units”). Each Unit consists of one ordinary share, $0.0001 par value, one right and one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination. Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. On August 6, 2019, the Company consummated the closing of the sale of 750,000 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to exercise in full of their over-allotment option (“Overallotment Units”), generating additional gross proceeds of $7,500,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 214,500 Units. Each Unit consists of one ordinary share, $0.0001 par value, one right to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination and one warrant exercisable to purchase one-half (1/2) of one ordinary share at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $2,145,000. On August 6, 2019, simultaneously with the exercise of the over-allotment, the Company consummated the Sponsor Private Placement of an additional 15,000 units (the “Placement Units”), generating a gross proceed of $150,000, An aggregated amount of $57,500,000 was placed in a trust account (“Trust Account”). Among which, $47,855,000 was the proceeds received from the consummation of the IPO, $2,145,000 was the proceeds received from simultaneous Private Placement, $7,350,000 was the proceeds received from the exercise of the over-allotment option of units and $150,000 was the proceeds received from the Private Placement simultaneous the exercise of the over-allotment option of units. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes, if any, the fund in the Trust Account will not be released until the earliest of (i) the completion of our Business Combination , (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination within 12 months from July 29, 2019, the date of closing of our IPO (or up to 21 months from July 29, 2019 if we extend the period of time to consummate a Business Combination, as described in more detail in the Registration Statement) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of our public shares if we are unable to complete our Business Combination within 12 months from July 29, 2019 (or up to 21 months from July 29, 2019 if we extend the period of time to consummate a Business Combination , as described in more detail in the Registration Statement), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account and the deferred underwriters’ commission) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, The management has agreed that an aggregated amount of $57,500,000 in a Trust Account, located in the United States, will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. The Company will provide its “public stockholders”, the holders of the outstanding shares of its ordinary stock, par value $0.0001, sold in the IPO (each, a “Public Share”) with the opportunity to redeem all or a portion of their Public Share upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion based on a variety of factors or if the Business Combination would otherwise require a vote. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account plus pro rate share of interest income less taxes payable. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination, after payment of the deferred underwriting commission and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholder (as defined below) has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the IPO in favor of a Business Combination. In addition, the initial stockholder has agreed to waive its redemption right with respect to its Founder Shares (as defined below in Note 5) and Public Shares in connection with the completion of a Business Combination. The underwriters have also agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the combination period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding the foregoing, our Amended and Restated Memorandum and Articles of Association provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the ordinary stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor (the “initial stockholder”) has agreed not to propose an amendment to the Amended and Restated Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of ordinary stock in conjunction with any such amendment. Pursuant to our amended and restated memorandum and articles of association, if we are unable to complete our Business Combination within 12 months from the closing of the IPO, July 29, 2019 (or up to 21 months from the July 29, 2019 if we extend the period of time to consummate a Business Combination , as described in more detail in the Registration Statement), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, 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 (which interest shall be net of taxes payable and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and 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 each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined below in Note 4) and private placement shares if we fail to complete our Business Combination within 12 months from July 29, 2019, the date of closing of the IPO (or up to 21 months from July 29, 2019 if we extend the period of time to consummate a Business Combination , as described in more detail in the Registration Statement). However, if our Sponsor acquires public shares after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our Business Combination within the prescribed time period. The initial stockholder has agreed to waive its liquidation rights with respect to the Founder Shares and private placement shares if the Company fails to complete a Business Combination within the combination period. However, if the initial stockholder should acquire Public Shares in or after the IPO, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the combination period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |