Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of
4,233,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $6,350,000. The Private Placement Warrants were purchased by our Sponsor.
Following the Initial Public Offering, a total of $230,000,000 was placed in the Trust Account. Transaction costs amounted to $13,185,704, consisting of
$4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $535,704 of other costs.
For the six months ended June 30, 2020, cash
used in operating activities was $392,140. Net income of $409,268 was offset by interest earned on marketable securities held in the Trust Account of $865,346 and a deferred tax benefit of $1,707. Changes in operating assets and liabilities provided
$65,645 of cash for operating activities.
As of June 30, 2020, we had marketable securities held in the Trust Account of $232,265,211 (including
approximately $2,265,000 of interest income) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2020, we have withdrawn
$520,032 of interest earned on the Trust Account to pay for our franchise and income tax obligations.
We intend to use substantially all of the funds
held in the Trust Account, to acquire a target business 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 a Business Combination, the remaining funds held in the
Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business operations, for strategic
acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders fees which we had incurred prior to the completion of our Business Combination if
the funds available to us outside of the Trust Account were insufficient to cover such expenses.
As of June 30, 2020, we had cash held outside of
the Trust Account of $752,835. We intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the
offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the
Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our
stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial 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 notes may be convertible
into Private Warrants, at a price of $1.50 per Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial 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 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. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
Off-Balance Sheet Financing Arrangements
We did not have any off-balance sheet arrangements as of June 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 with a managing member of the Sponsor entered into a forward purchase contract with the Company to purchase, in a private placement to
occur concurrently with the consummation of the Companys initial Business Combination, up to $150,000,000 of the Companys securities. The type and amount of securities to be purchased by the managing member of the Sponsor will be
determined by the Company and the managing member of the Sponsor at the time the Company enters into the definitive agreement for the proposed Business Combination. This agreement would be independent of the percentage of stockholders electing to
convert their public shares and may provide the Company with an increased minimum funding level for the initial Business Combination. The agreement is also conditioned on the Companys board of directors, including an affiliate of the managing
member of the Sponsor, having unanimously approved the proposed initial Business Combination. Accordingly, the managing member of the Sponsor may not agree to purchase any securities, in which case the Company may need to arrange alternate financing
to complete the Business Combination.
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