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Eddy Smart Home Solutions Ltd. — Interim / Quarterly Report 2021
Nov 26, 2021
48019_rns_2021-11-26_1ae06da9-7b53-4360-8ab0-774c3245954b.pdf
Interim / Quarterly Report
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Aumento Capital VIII Corp. Management Discussion and Analysis For the Three and Nine Months Ended September 30, 2021
November 26, 2021
The following management discussion and analysis (“MD&A”) of the results of the operations and financial position of Aumento Capital VIII Corp. (the “Corporation” or “Aumento VIII”) for the three and nine months ended September 30, 2021. All figures contained in this MD&A are presented in Canadian dollars.
Forward-Looking Statements
Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Corporation’s future performance. All statements, other than statements of historical fact, may be forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “propose”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Corporation’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.
The Corporation
Aumento Capital VIII Corp. (the "Corporation") was incorporated under the Business Corporations Act (Ontario) on November 20, 2021 and is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual (the “Manual”). The head office and the registered head office of the Corporation is located at 77 King Street West, Suite 700, Toronto, ON M5K 1G8.
The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (“QT”) as such term is contemplated in the Manual. The Corporation has not commenced operations and has no assets other than cash held in trust. The Corporation’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities
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concerned and, in the case of a non-arm’s length transaction, of the majority of the minority shareholders.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT.
On November 20, 2020, the Corporation issued 1,000,000 common shares at $0.25 per share for gross proceeds of $250,000. Share issuance costs of $2,500 were associated with this issuance.
On February 17, 2021, the Corporation completed its Initial Public Offering (“IPO”) of 1,000,000 common shares at $0.50 per share for total proceeds of $500,000. The Corporation paid a commission of 10% of gross proceeds to Canaccord Genuity Corp. (the “Agent”), and granted the Agent warrants to acquire 10% of the common shares issued in the offering exercisable for a period ending 60 months from the date the Corporation’s common share are listed on the TSX Venture Exchange, exercisable at $0.50 per share. The Corporation also paid a corporate finance fee and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering. Cash issuance costs of $79,500 were associated with the issuances and the value attributed to warrants granted to the Agent were $37,012.
On February 17, 2021, the Corporation granted 100,000 warrants to the Agent, which are exercisable within 60 months from the date the Corporation’s common share are listed on the TSX Venture Exchange at an exercise price of $0.50 per share. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free rate of 0.58%, expected volatility of 100% and an expected life of 5 years. The value attributed to these warrants was $37,012.
On February 17, 2021, the Corporation granted 200,000 stock options to directors and officers, which vested immediately upon completion of the IPO. The options are exercisable within five years from the date of grant at an exercise price of $0.50 per share. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate of 0.58%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $74,025.
On November 26, 2021 the Board of Directors approved the unaudited condensed interim financial statements for the three and nine months ended September 30, 2021.
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Summary of Quarterly Results
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September 30, 2021 June 30, 2021 March 31, 2021
Total Assets 521,895 582,980 602,699
Total Revenues Nil Nil Nil
Total Expenses $48,461 $26,239 $146,470
Net Loss ($48,461) ($26,239) ($146,470)
Basic and diluted net loss per share ($0.02) ($0.01) ($0.10)
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Results of Operations
Three months ended September 30, 2021
The Corporation recorded a net loss of $48,461 for the three months ended September 30, 2021. The net loss for the period ended September 30, 2021 is mainly due to costs in relation to its listing on the Exchange and professional fees.
Nine months ended September 30, 2021
The Corporation recorded a net loss of $221,169 for the nine months ended September 30, 2021. The net loss for the period ended September 30, 2021 is mainly due to costs in relation to its listing on the Exchange, professional fees and stock-based compensation.
Additional Disclosure for Venture Issuers without Significant Revenue
Since the Corporation has no revenue from operations, the following is a breakdown of the material costs incurred from the date of incorporation (November 20, 2020) to September 30, 2021:
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Period from date of incorporation
(November 20, 2020) to
Material Costs September 30, 2021
Professional fees $116,713
Listing fees $32,193
Stock-based compensation $74,025
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Liquidity and Capital Resources
As at September 30, 2021 the Corporation had cash held in trust of $521,895. The Corporation had current liabilities of $2,800 and working capital of $519,095.
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Negative cash flows of $148,605 were recorded from operating activities during the period ended September 30, 2021. This is primarily due to outflows relating to filing fees and professional fees.
Outstanding Share Data
As at September 30, 2021, 2,000,000 common shares are issued and outstanding. Of these, 1,000,000 common shares are held in escrow in accordance with the Manual. In addition, there are 200,000 stock options outstanding, exercisable at $0.50 per share and expiring on February 17, 2026 and 100,000 agents warrants outstanding, exercisable at $0.50 and expiring on February 17, 2026.
Off-Balance Sheet Arrangements
The Corporation has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.
Related Party Transactions
During the three and nine months ended September 30, 2021, the corporation incurred stockbased compensation expense related to directors and officers valued at $nil and $74,025.
In addition, the Corporation incurred legal fees of $102,129 for the nine months ended September 30, 2021 for services provided by a law firm whose partner is a director of the Corporation. As at September 30, 2021, $2,800 is included in accrued liabilities for these services.
There were no other transactions with related parties and no other remuneration paid to key management personnel during the three and nine months ended September 30, 2021.
Capital Management
The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation includes equity, comprised of share capital, shares to be issued and deficit in the definition of capital.
The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
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The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Policy.
Risks and Uncertainties
The following describes certain risks, events and uncertainties that could affect the Corporation and that each reader should carefully consider. Please refer to the Corporation’s final prospectus dated February 4, 2021 for additional risks, events and uncertainties that could affect the Corporation.
External financing may be required to fund the Corporation’s activities primarily through the issuance of common shares. There can be no assurance that the Corporation will be able to obtain adequate financing. The securities of the Corporation should be considered a highly speculative investment.
The Corporation has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Corporation generates significant revenues in the future, the Corporation intends to retain its earnings in order to finance further growth. Furthermore, the Corporation has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.
Risk Disclosures and Fair Values
The Corporation's financial instruments, consisting of cash held in trust and accrued liabilities approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Critical Accounting Estimates
The Corporation’s significant accounting policies are summarized in Note 2 of the audited financial statements for the period ended December 31, 2020.
Additional Information
For further detail, see the Corporation’s unaudited condensed interim financial statements for the three and nine months ended September 30, 2021. Additional information about the Corporation can also be found on SEDAR.