Quarterly report [Sections 13 or 15(d)]



STYLE="font: 10pt Times New Roman, Times, Serif">














UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549






FORM 10-Q





(Mark One)




x



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934







For the quarterly period ended September 30,
2020






¨



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







For the transition period from                  to






Commission File No. 001-39635














CONSONANCE-HFW ACQUISITION CORP.




(Exact name of registrant as specified in its charter)


















Cayman Islands






98-1556622




(State or other jurisdiction of



incorporation or organization)





(I.R.S. Employer



Identification No.)















1
Palmer Square, Suite 1100




Princeton, NJ 08540




(Address of Principal Executive Offices, including zip code)














(609) 921-2333




(Registrant’s telephone number, including area code)














N/A




(Former name, former address and former fiscal year, if changed since last report)





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




































Title of each class






Trading Symbol(s)






Name of each exchange on which registered




Units, each consisting of one
share of Class A ordinary shares, and one-third of a redeemable Warrant to acquire one



Class A ordinary share





CHFW.U




NYSE American LLC



Class A ordinary share, par value $0.0001 per share




CHFW




NYSE American LLC



Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50




CHFW.W




NYSE American LLC






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



x



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 such files). Yes



x



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 the definitions 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




x



Non-accelerated filer




x



Smaller reporting company





x



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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes

x

No

¨





As of January 4, 2021, there were 9,634,000 Class A ordinary shares, $0.0001 par value per share, and 2,300,000 Class B ordinary shares,
$0.0001 par value per share, issued and outstanding.






























CONSONANCE-HFW ACQUISITION CORP.






FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2020




TABLE OF CONTENTS

























































































Page






Part I. Financial Information







Item 1. Financial Statements






Condensed Balance Sheet as of September 30, 2020 (Unaudited)





1





Condensed Statement of Operations for the Period From August 21, 2020 (Inception) through September 30, 2020 (Unaudited)





2





Condensed Statement of Changes in Shareholder’s Equity for the Period from August 21, 2020 (Inception) through September 30, 2020 (Unaudited)





3





Condensed Statement of Cash Flows for the Period from August 21, 2020 (Inception) through September 30, 2020 (Unaudited)





4





Notes to Unaudited Condensed Financial Statements





5





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations





12





Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk





14





Item 4. Controls and Procedures





14






Part II. Other Information







Item 1. Legal Proceedings





14





Item 1A. Risk Factors





14





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





15





Item 3. Defaults Upon Senior Securities





15





Item 4. Mine Safety Disclosures





15





Item 5. Other Information





15





Item 6. Exhibits





15





Part III. Signatures





17











i













PART I- FINANCIAL INFORMATION





Item 1. Interim Financial Statements








CONSONANCE-HFW ACQUISITION CORP.




CONDENSED BALANCE SHEET




SEPTEMBER 30, 2020




(Unaudited)


















































































































































ASSETS










Deferred offering costs


$

50,689


TOTAL ASSETS


$

50,689







LIABILITIES AND SHAREHOLDER’S EQUITY










Current liabilities








Accrued offering costs


$

30,000


Promissory note – related party



650


Total Current Liabilities



30,650







Commitments















Shareholder’s Equity










Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding






Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; none issued and outstanding







Class B ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 2,300,000 shares issued and outstanding

(1)(2)





230


Additional paid-in capital



24,770


Accumulated deficit



(4,961

)

Total Shareholder’s Equity



20,039


TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY


$

50,689



















(1)



On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in 2,300,000 Class B ordinary shares

outstanding

. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5).





(2)



Includes an aggregate of up to 300,000 Class B ordinary shares no longer subject to forfeiture as a result of the underwriter’s election to fully exercise their over-allotment (see Note 3).





The accompanying notes are an integral part
of the unaudited condensed financial statements.










1
















CONSONANCE-HFW ACQUISITION CORP.




CONDENSED STATEMENT OF OPERATIONS




FOR THE PERIOD FROM AUGUST 21, 2020 (INCEPTION)
THROUGH SEPTEMBER 30, 2020




(Unaudited)
















































Formation costs


$

4,961


Net Loss



(4,961

)







Weighted
average shares outstanding, basic and diluted

(1)(2)





2,300,000







Basic and diluted net loss per ordinary shares


$

(0.00

)










(1)



On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares

outstanding

. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5).












(2)

Includes an aggregate of up to 300,000 Class B ordinary shares no longer subject to forfeiture as a result of the underwriter's election
to fully exercise their over-allotment (see Note 3).




The accompanying notes are an integral part
of the unaudited condensed financial statements.










2



















CONSONANCE-HFW ACQUISITION CORP.




CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S
EQUITY




FOR THE PERIOD FROM AUGUST 21, 2020 (INCEPTION)
THROUGH SEPTEMBER 30, 2020




(Unaudited)












































































































































































































Class B




Ordinary Shares





Additional


Paid-in



Accumulated



Total


Shareholder’s




Shares



Amount



Capital



Deficit



Equity


Balance – August 21, 2020 (inception)







$





$





$





$


























Issuance of Class B ordinary shares to Sponsor

(1)(2)





2,300,000




230




24,770









25,000























Net loss


















(4,961

)



(4,961

)






















Balance – September 30, 2020



2,300,000



$

230



$

24,770



$

(4,961

)


$

20,039



















(1)



On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares

outstanding

. All share and per-share amounts have been retroactively restated to reflect the share transactions (see Note 5).





(2)



Includes an aggregate of up to 300,000 Class B ordinary shares no longer subject to forfeiture as a result of the underwriter’s election to fully exercise their over-allotment (see Note 3).





The accompanying notes are an integral part
of the unaudited condensed financial statements.










3














CONSONANCE-HFW ACQUISITION CORP.




CONDENSED STATEMENT OF CASH FLOWS




FOR THE PERIOD FROM AUGUST 21, 2020 (INCEPTION)
THROUGH SEPTEMBER 30, 2020




(Unaudited)




































































































































Cash Flows from Operating Activities:





Net loss


$

(4,961

)

Adjustments to reconcile net loss to net cash used in operating activities:





Payment of formation costs through issuance of Class B ordinary shares



4,961


Net cash provided by operating activities











Cash Flows from Financing Activities:





Proceeds from promissory note - related party



650


Payment of offering costs



(650

)

Net cash used in financing activities











Net Change in Cash






Cash – Beginning






Cash – Ending


$









Non-cash investing and financing activities:





Deferred offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares


$

20,039


Deferred offering costs included in accrued offering costs


$

30,000





The accompanying notes are an integral part
of the unaudited condensed financial statements.










4
















CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)






NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS





Consonance-HFW
Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 21,
2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (“Business Combination”).





The Company
is not limited to a particular industry or geographic region for purposes of completing a Business Combination. 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.





As of September
30, 2020, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through
September 30, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”),
which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the
Initial Public Offering. The Company has selected December 31 as its fiscal year end.





The registration
statement for the Company’s Initial Public Offering became effective on November 18, 2020. On November 23, 2020, the Company
consummated the Initial Public Offering of 8,000,000 units (the “Units” and, with respect to the Class A ordinary
shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $80,000,000
which is described in Note 3.






Simultaneously
with the consummation of the Initial Public Offering, the Company consummated the sale of 410,000 units (the “Private Placement
Units”) at a price of $10.00 per Private Placement Unit in a private placement to

Consonance Life Sciences (the “Sponsor”),

generating gross proceeds of $4,100,000, which is described in Note 4.





Transaction
costs amounted to $4,998,864, consisting of $1,600,000 of underwriting fees, $2,800,000 of deferred underwriting fees and $598,864
of other offering costs. In addition, at November 23, 2020, cash of $1,507,989 was held outside of the Trust Account (as defined
below) and is available for the payment of offering expenses and for working capital purposes.





Following
the consummation of the Initial Public Offering on November 23, 2020, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account
(the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (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 meeting certain conditions 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 funds in the Trust Account to the Company’s shareholders, as described below.





On December
1, 2020, the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an
aggregate amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company
also consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total
proceeds of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the
Trust Account to $92,000,000 (see Note 8).





The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses
that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred
underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of
the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for it not to be required to register as an investment company under the
Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.





The Company
will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business
Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct
a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion
of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants.










5














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)







Risks and Uncertainties






Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the
virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific
impact is not readily determinable as of the date of the condensed financial statements. The condensed financial statements
do not include any adjustments that might result from the outcome of this uncertainty.








NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES







Basis of Presentation






The accompanying
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).
Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with
GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.
Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial
position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of
the financial position, operating results and cash flows for the periods presented.





The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering
as filed with the SEC on November 18, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the
SEC on November 25, 2020 and November 30, 2020. The interim results for the period from August 21, 2020 (inception) through September
30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future
periods.







Emerging Growth Company






The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation
in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.





Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or
revised financial accounting standards until private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, the
Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of the Company’s condensed financial statements with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.







Use of Estimates






The preparation
of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
condensed financial statements and the reported amounts of revenues and expenses during the reporting period.





Making estimates
requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Accordingly, the actual results could differ significantly from those estimates.










6














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)







Cash and Cash Equivalents






The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
did not have any cash equivalents as of September 30, 2020.







Deferred Offering Costs






Offering costs consist
of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.
Offering costs amounting to $4,998,864 were charged to shareholders’ equity upon the completion of the Initial Public Offering
(see Note 1). As of September 30, 2020, there were $50,689 of deferred offering costs recorded in the accompanying condensed balance
sheet.







Income Taxes






The Company accounts
for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred
tax assets will not be realized.





ASC 740 also
clarifies the accounting for uncertainty in income taxes recognized in an enterprise's condensed financial statements and
prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.





The Company is considered
an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman
Islands or the United States. As such, the Company's tax provision was zero for the period presented.







Net Loss per Ordinary Share






Net loss per ordinary
share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding
ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 300,000 ordinary
shares, that were subject to forfeiture if the over-allotment option was not exercised by the underwriter (see Note 5). At September
30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted
into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic
loss per share for the period presented.







Concentration of Credit Risk






Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which,
at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.







Fair Value of Financial Instruments






The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.







Recent Accounting Standards






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










7














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)






NOTE 3. INITIAL PUBLIC OFFERING





Pursuant
to the Initial Public Offering, the Company sold 8,000,000 Units

a

t a purchase price of
$10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”).
Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share,
subject to adjustment (see Note 7).





On December 1, 2020,
the underwriters fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate
amount of $12,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also
consummated the sale of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds
of $12,240,000. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust
Account to $92,000,000 (see Note 8).






NOTE 4. PRIVATE PLACEMENT





Simultaneously
with the consummation of the Initial Public Offering, the Sponsor purchased an aggregate of 410,000 Private Placement Units at
a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,100,000. On December 1, 2020, as a result of
the underwriters’ election to fully exercise their over-allotment option, the Sponsor purchased an additional 24,000 Private
Placement Units, at a price of $10.00 per Private Placement Unit,

or $240,000 in the aggregate (see
Note 8).

Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share” or, collectively,
“Private Placement Shares”) and one-third of one redeemable warrant (each, a “Private Placement Warrant”).
Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject
to adjustment (see Note 7). The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial
Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period,
the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will
expire worthless.






NOTE 5. RELATED PARTY TRANSACTIONS







Founder Shares






On September 4,
2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B
ordinary shares. On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were contributed back
to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares (the “Founder
Shares”) being issued and outstanding. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture
by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number
of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the
Initial Public Offering (not including the Private Placement Shares). On December 1, 2020, the underwriters fully exercised
their over-allotment option, therefore there are no Founder Shares subject to forfeiture.





The Sponsor
has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur
of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if
the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.







Administrative
Services Agreement






The Company
entered into an agreement, commencing on November 18, 2020 through the earlier of the Company’s consummation of a Business
Combination and its liquidation, to pay the Sponsor a total of up to $55,000 per month for office space and administrative support
services.







Promissory Note — Related
Party






On September 4,
2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the
Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable
on the earlier of (i) December 31, 2021 or (i) the consummation of the Initial Public Offering. As of September
30, 2020, there was $650 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $147,753 was
repaid at the closing of the Initial Public Offering on November 23, 2020.










8














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)







Related Party Loans






In order to finance
transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust
Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust
Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination,
without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into
Private Placement Units of the post-Business Combination entity at a price of $10 per Private Placement Unit. The Private Placement
Units would be identical to the Units. As of September 30, 2020, the Company had no outstanding borrowings under the Working Capital
Loans.






NOTE 6. COMMITMENTS







Registration and Shareholder
Rights










Pursuant
to a registration rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units
(including securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any
Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon conversion
of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The holders of these
securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company
will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting
from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.









Underwriting Agreement






The Company
granted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Initial Public
Offering price, less the underwriting discounts and commissions. On December 1, 2020, the underwriter’s elected to fully
exercise the over-allotment option to purchase an additional 1,200,000 Units at a price of $10.00 per Unit (see Note 8).





The underwriters
are entitled to a deferred fee of $0.35 per Unit, or $3,220,000 in the aggregate (see Note 8). The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.










NOTE 7. SHAREHOLDER’S EQUITY









Preference
Shares





The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share,
with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of
directors. At September 30, 2020, there were no preference shares issued or outstanding.







Class A
ordinary shares





The Company is authorized to issue 350,000,000 Class A ordinary shares, with a par value
of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2020, there
were no Class A ordinary shares issued or outstanding.











Class B
ordinary shares





The Company is authorized to issue 150,000,000 Class B ordinary shares, with a par value
of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2020,
there were 2,300,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 300,000 shares are subject
to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the
number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement
Shares and assuming the initial shareholders do not purchase any units in the Initial Public Offering) after the Initial Public
Offering. Due to the underwriter’s full exercise of the overallotment, 300,000 shares are no longer subject to forfeiture
(see Note 8).





Only holders
of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.
Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.








9














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)





The Class B
ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation
of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder
Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued
and outstanding (excluding the Private Placement Shares underlying the Private Placement Units) upon completion of the Initial
Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with
or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business
Combination and any Private Placement Warrants issued to the Sponsor, members of the Company’s founding team or any of their
affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A
ordinary shares at a rate of less than one to one.







Warrants





Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination
and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the
completion of a Business Combination or earlier upon redemption or liquidation.





The Company
will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no
obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating
thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption is available.





The Company
has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to
become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such
registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are
redeemed, as specified in the warrant agreement; if the Class A ordinary shares are, at the time of any exercise of a warrant,
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so
elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering
the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a
Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period
when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use its best efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available.








Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00

—Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants):













·



in whole and not in part;













·



at a price of $0.01 per Public Warrant;













·



upon not less than 30 days’ prior written notice of redemption to each warrant holder; and













·



if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).





If and when
the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.






Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

—Once the warrants become exercisable,
the Company may redeem the outstanding warrants:










10














CONSONANCE-HFW ACQUISITION CORP.




NOTES TO CONDENSED FINANCIAL STATEMENTS




SEPTEMBER 30, 2020




(Unaudited)













·



in whole and not in part;













·



at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;













·



if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and













·



if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.





The exercise
price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However,
except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise
price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable
to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any
distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly,
the Public Warrants may expire worthless.





In addition,
if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A
ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors
and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by
the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the
volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is
below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to
the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.





The Private
Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the
Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will
not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable,
except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will
be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.






NOTE 8. SUBSEQUENT EVENTS





The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements
were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the condensed financial statements.





On December 1, 2020, the underwriters fully
exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000.
In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale
of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $240,000.





Transaction costs associated with the underwriters’
full exercise of their over-allotment option amounted to $660,000, consisting of $240,000 in cash underwriting fees and $420,000
of deferred underwriting fees. A total of $12,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held
in the Trust Account to $92,000,000.





As a result of the underwriters’
election to fully exercise their over-allotment option, a total of 300,000 Founder Shares are no longer subject to forfeiture.










11

















ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





References in this report (the
“Quarterly Report”) to “we,” “us” or the “Company” refer to Consonance-HFW
Acquisition Corp. References to our “management” or our “management team” refer to our officers and
directors, and references to the “Sponsor” refer to Consonance Life Sciences. The following discussion and
analysis of the Company’s financial condition and results of operations should be read in conjunction with the
condensed 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.






Special Note Regarding Forward-Looking
Statements





This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual
results 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 “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
in the Cayman Islands on August 21, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business
Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our
shares, debt or a combination of cash, shares and 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.






Results of Operations





We have neither engaged in any operations
nor generated any operating revenues to date. Our only activities from inception through September 30, 2020 were organizational
activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating
revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form
of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased 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 searching for, and completing, a Business Combination.





For the period from August 21, 2020 (inception)
through September 30, 2020, we had a net loss of $4,961, which consisted of formation and operating costs.






Liquidity and Capital Resources





As of September 30, 2020, we had no cash.
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares
by the Sponsor and loans from our Sponsor.





Subsequent
to the end of the quarterly period covered by this Quarterly Report, on November 23, 2020, we consummated the Initial Public Offering
of 8,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $80,000,000. Simultaneously with the closing of
the Initial Public Offering, we consummated the sale of 410,000 Private Placement Units to the Sponsor at a price of $10.00 per
Private Placement Unit generating gross proceeds of $4,100,000. Additionally, on December 1, 2020, the underwriters fully exercised
their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000. In connection
with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional
24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000. A total of $12,000,000
was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $92,000,000.











12












Following the Initial Public
Offering, the sale of the Private Placement Units, and the full exercise of the underwriter’s over-allotment option, a
total of $92,000,000 was placed in the Trust Account, and on November 30, 2020, we had $1,507,989 of cash held outside of the
Trust Account. We incurred $

5,658,864

in transaction costs, including $1,840,000 of
underwriting fees, $3,220,000 of deferred underwriting fees and $

598,864

of other
costs.





We intend to use substantially all of the
funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall
be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw
interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part,
as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital
to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.





We intend to use the funds held outside
the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business
Combination.





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 may repay such loaned amounts out of the proceeds of the Trust Account released to us. 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 units,
at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Placement Units.





We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of
identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated
to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.






Off-Balance Sheet Financing Arrangements





We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of September 30, 2020. 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 Sponsor a monthly fee
of $55,000 for office space and administrative support services provided to the Company. We began incurring these fees on November
18, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s
liquidation.





The underwriters are entitled
to a deferred fee of $0.35 per Unit, or $2,800,000 in the aggregate (or $3,220,000 if the underwriters’ over-allotment is
exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely
in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.





Pursuant to a registration
rights agreement entered into on November 18, 2020, the holders of the Founder Shares, Private Placement Units (including
securities contained therein) and warrants that may be issued upon conversion of the Working Capital Loans (and any
Class A ordinary shares issuable upon the exercise of the Private Placement Units and warrants that may be issued upon
conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights. The
holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights
agreement provides that we will not permit any registration statement filed under the Securities Act to become effective
until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or
other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in
connection with the filing of any such registration statements.











13













Critical Accounting Policies





The preparation of condensed 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 condensed financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.






Recent Accounting Standards





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.








ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





As of September 30, 2020, we were not subject
to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial
Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government obligations with a maturity
of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these
investments, we believe there will be no associated material exposure to interest rate risk.








ITEM 4. CONTROLS AND PROCEDURES





Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.






Evaluation of Disclosure Controls and
Procedures





As required by Rules 13a-15f and 15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of September 30, 2020. Based upon their evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15 (e) under the Exchange Act) were effective.






Changes in Internal Control Over Financial
Reporting





There were no changes in our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered
by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.








PART II - OTHER INFORMATION








ITEM 1. LEGAL PROCEEDINGS.





None.








ITEM 1A. RISK FACTORS.





Except as set forth below, as of the date
of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration
Statement filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair
our business or results of operations.











The securities in which we invest
the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in
trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
















14














The proceeds held in the Trust Account
are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended
and Restated Certificate of Incorporation, our public shareholders are entitled to receive their pro-rata share of the proceeds
held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact
the per-share redemption amount that may be received by public shareholders.










ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.






On
September 4, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for
2,875,000 Class B ordinary shares. On October 8, 2020 and November 10, 2020, 718,750 and 575,000 Class B ordinary shares were
contributed back to the Company for no consideration, respectively, resulting in there being 2,300,000 Class B ordinary shares
(the “Founder Shares”) being issued and outstanding. On November 18, 2020, our sponsor transferred 30,000 founder
shares to each of our non-employee directors. As a result of the underwriters’ election to fully exercise their over-allotment
option, the Founder Shares are no longer subject to forfeiture. The foregoing issuance was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act.





On November 23, 2020, we consummated our
Initial Public Offering of 8,000,000 Units, at a price of $10.00 per Unit, generating total gross proceeds of $80,000,000. The
securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-249394).
The registration statements became effective on November 18, 2020.





Simultaneously with the consummation of
the Initial Public Offering, we consummated a private placement of 410,000 Private Placement Units to our Sponsor at a price of
$10.00 per Private Placement Unit, generating total proceeds of $4,100,000. Such securities were issued pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act.





On December 1, 2020, the underwriters
fully exercised their over-allotment option, resulting in an additional 1,200,000 Units issued for an aggregate amount of $12,000,000.
In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale
of an additional 24,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $12,240,000.





The Private Placement Units are identical
to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Units are not
transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.





Of the gross proceeds received from the
Initial Public Offering and the sale of the Private Placement Units, $92,000,000 was placed in the Trust Account.





We paid a total of $1,840,000 in underwriting
discounts and commissions and $598,864 for other costs and expenses related to the Initial Public Offering. In addition, the underwriter
agreed to defer $3,220,000 in underwriting discounts and commissions.





For a description of the use of the proceeds
generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.








ITEM 3. DEFAULTS UPON SENIOR SECURITIES.





None.








ITEM 4. MINE SAFETY DISCLOSURES.





Not applicable.








ITEM 5. OTHER INFORMATION.





None.








ITEM 6. EXHIBITS.





The following exhibits are filed as part
of, or incorporated by reference into, this Quarterly Report on Form 10-Q.











15









































































































No.






Description of Exhibit





3.2








Form
of Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.2 to the
Company’s Form S-1/A, as filed with the SEC on October 13, 2020).





4.1








Warrant
Agreement, between the Company and Continental Share Transfer & Trust Company (Incorporated by reference to Exhibit 4.1 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





10.1








Investment
Management Trust Agreement, between the Company and Continental Share Transfer & Trust Company (Incorporated by reference to Exhibit 10.1 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





10.2








Registration
and Shareholder Rights Agreement, by and among the Company, the Sponsor and the Holders signatory thereto (Incorporated by reference to Exhibit 10.2 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





10.3








Private
Placement Units Purchase Agreement, between the Company and the Sponsor (Incorporated by reference to Exhibit 10.3 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





10.4








Administrative
Services Agreement, between the Company and the Sponsor (Incorporated by reference to Exhibit 10.4 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





10.5








Letter
Agreement, by and among the Company, the Sponsor and each director and officer of the Company (Incorporated by reference to Exhibit 10.5 to the Company's Current Report Form on Form 8-K, as filed with the SEC on November 25, 2020).





31.1*






Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2*






Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32.1**






Certification of Principal Executive Officer Pursuant and Principal Financial Officer to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





32.2**






Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




101.INS*




XBRL Instance Document



101.CAL*




XBRL Taxonomy Extension Calculation Linkbase Document



101.SCH*




XBRL Taxonomy Extension Schema Document



101.DEF*




XBRL Taxonomy Extension Definition Linkbase Document



101.LAB*




XBRL Taxonomy Extension Labels Linkbase Document



101.PRE*




XBRL Taxonomy Extension Presentation Linkbase Document


















*



Filed herewith.




**



Furnished.











16















SIGNATURES





Pursuant to the requirements of Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




































































CONSONANCE-HFW ACQUISITION CORP.







Date: January 4, 2021




/s/ Gad Soffer




Name:



Gad Soffer




Title:



Chief Executive Officer





(Principal Executive Officer)






Date: January 4, 2021




/s/ Kevin Livingston




Name:



Kevin Livingston




Title:



Chief Financial Officer





(Principal Financial and Accounting Officer)














17







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