References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Tenzing Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, references to the "Sponsor" refer to Tenzing LLC (the managing members of which are Parag Saxena, our Chairman, and Rahul Nayar, our Chief Executive Officer). The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results (including, without limitation, the results of the Company's search for and consummation of an initial Business Combination) to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "may," "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.





Overview

We are a blank check company incorporated on March 20, 2018 in the British Virgin Islands with limited liability (meaning our shareholders have no liability, as members of the Company, for the liabilities of the Company over and above the amount already paid for their shares) formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, or engaging in any other similar Business Combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Units that occurred simultaneously with the completion of our Initial Public Offering, our shares, debt or a combination of cash, shares and debt.

The issuance of additional shares in a Business Combination:





   •  may significantly dilute the equity interest of investors who would not
      have pre-emption rights in respect of any such issue;




   •  may subordinate the rights of holders of ordinary shares if the rights,
      preferences, designations and limitations attaching to the preferred shares
      are created by amendment of our memorandum and articles of association by
      resolution of the board of directors and preferred shares are issued with
      rights senior to those afforded our ordinary shares;




   •  could cause a change in control if a substantial number of ordinary shares
      are issued, which may affect, among other things, our ability to use our
      net operating loss carry forwards, if any, and could result in the
      resignation or removal of our present officers and directors;




   •  may have the effect of delaying or preventing a change of control of us by
      diluting the share ownership or voting rights of a person seeking to obtain
      control of us; and




  • may adversely affect prevailing market prices for our ordinary shares.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:





   •  default and foreclosure on our assets if our operating revenues after our
      initial Business Combination are insufficient to repay our debt
      obligations;




   •  acceleration of our obligations to repay the indebtedness even if we make
      all principal and interest payments when due if we breach certain covenants
      that require the maintenance of certain financial ratios or reserves
      without a waiver or renegotiation of that covenant;




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   •  our immediate payment of all principal and accrued interest, if any, if the
      debt security is payable on demand;

   •  our inability to obtain necessary additional financing if any document
      governing such debt contains covenants restricting our ability to obtain
      such financing while the debt security is outstanding;




  • our inability to pay dividends on our ordinary shares;




   •  using a substantial portion of our cash flow to pay principal and interest
      on our debt, which will reduce the funds available for dividends on our
      ordinary shares if declared, expenses, capital expenditures, acquisitions
      and other general corporate purposes;




   •  limitations on our flexibility in planning for and reacting to changes in
      our business and in the industry in which we operate;




   •  increased vulnerability to adverse changes in general economic, industry
      and competitive conditions and adverse changes in government regulation;
      and




   •  limitations on our ability to borrow additional amounts for expenses,
      capital expenditures, acquisitions, debt service requirements, execution of
      our strategy and other purposes and other disadvantages compared to our
      competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors (such affiliates including New Silk Route Partners Ltd). In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority or a qualified independent accounting firm that our initial Business Combination is fair to our company from a financial point of view.





Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through November 30, 2019 were organizational activities, those necessary to prepare for and consummate the Initial Public Offering as described below and seeking to identify a target company for a Business Combination. Following the Initial Public Offering, we do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended November 30, 2019, we had net income of $136,808, consisting of interest income on marketable securities held in our Trust Account of $323,704, offset by operating costs of $166,022 and an unrealized loss on marketable securities held in our Trust Account of $20,874.

For the nine months ended November 30, 2019, we had net income of $749,554, consisting of interest income on marketable securities held in our Trust Account of $1,074,188 and an unrealized gain on marketable securities held in our Trust Account of $6,633, offset by operating costs of $331,267.

For the three months ended November 30, 2018, we had a net income of $263,223, consisting of interest income on marketable securities held in our Trust Account of $353,261, offset by operating costs of $79,146 and an unrealized loss on marketable securities held in our Trust Account of $10,892.

For the period from March 20, 2018 (inception) through November 30, 2018, we had a net income of $267,569 consisting of interest income on marketable securities held in our Trust Account of $377,331, offset by operating costs of $94,815 and an unrealized loss on marketable securities held in our Trust Account of $14,947.





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Liquidity and Capital Resources

On August 23, 2018, we consummated the Initial Public Offering of 5,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $55,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 323,750 Private Units to the Sponsor and the underwriter of our Initial Public Offering at a price of $10.00 per unit, generating gross proceeds of $3,237,500.

On August 30, 2018, in connection with the underwriters' election to fully exercise their over-allotment option, we consummated the sale of an additional 825,000 Units and the sale of an additional 35,063 Private Placement Units, generating total gross proceeds of $8,600,630.

Following the Initial Public Offering and the sale of the Private Units, a total of $64,515,000 was placed in the Trust Account. We incurred $4,027,962 in transaction costs, including $1,423,125 of underwriting fees, $2,213,750 of deferred underwriting fees and $391,087 of other costs.

For the nine months ended November 30, 2019, cash used in operating activities amounted to $178,741. Net income of $749,554 was offset by interest earned on marketable securities held in the Trust Account of $1,074,188 and an unrealized gain on securities held in the Trust Account of $6,633. Changes in our operating assets and liabilities provided cash of $152,526.

For the period from March 20, 2018 (inception) through November 30, 2018, cash used in operating activities amounted to $132,959. Net income of $267,569 was affected by interest earned on marketable securities held in the Trust Account of $377,331 and an unrealized loss on securities held in the Trust Account of $14,947. Changes in our operating assets and liabilities used cash of $38,144.

At November 30, 2019, we had marketable securities held in the Trust Account of $66,322,741 (including approximately $1,808,000 of interest income, net of unrealized losses), substantially all of which is invested in U.S. treasury bills with a maturity of 180 days or less. Interest income earned on the balance in the Trust Account may be available to us to pay taxes. Since inception, we have not withdrawn interest income from the Trust Account. We intend to use substantially all of the funds held in the Trust Account (excluding deferred underwriting fees and interest to pay taxes) to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Units, at a price of $10.00 per unit at the option of the lender.

As of November 30, 2019, we had $134,308 in cash and working capital of $49,862. We have not generated operating revenues, nor do we expect to generate operating revenues until the consummation of a Business Combination. Until the consummation of a Business Combination, we will be using the funds not held in the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination. Our Sponsor or an affiliate of our Sponsor or certain of our officers and directors are not under any obligation to advance us funds, or to invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of November 30, 2019. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the underwriters a deferred fee of 3.50% of the gross proceeds of the Initial Public Offering, or $2,213,750. The deferred fee will be paid in cash only upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.





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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Ordinary shares subject to redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of our balance sheet.







Net loss per ordinary share

We apply the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

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