Overview
We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an Initial Business Combination).
We
intend to effectuate an Initial Business Combination using cash from the proceeds of our initial public offering (the Public Offering) that closed on June 12, 2018 (the Closing Date) and the private placement of warrants
to purchase shares of our Class A common stock (Private Placement Warrants) that closed on the Closing Date, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.
At June 30, 2019, we had cash and cash equivalents of $225,175, current liabilities of $511,697 and deferred underwriting compensation of $24,150,000.
Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We have reviewed, and continue to review, a number of opportunities to enter into an Initial Business Combination with operating businesses, but we
are not able to determine at this time whether we will complete an Initial Business Combination with any of the target businesses that we have reviewed or with any other target business.
Results of Operations
For the six months ended
June 30, 2019 and 2018, we had net income of $5,442,134 and $385,786, respectively. Our income for the six months ended June 30, 2019, consists solely of dividends earned. Our business activities from inception to June 30, 2019
consisted primarily of our formation and completing our Public Offering, and since the offering, our activity has been limited to identifying and evaluating prospective acquisition targets for an Initial Business Combination.
Liquidity and Capital Resources
Until the closing of the
Public Offering, our only source of liquidity was an initial sale of shares (the Founder Shares) of Class B common stock, par value $0.0001 per share, to our sponsor, GS DC Sponsor I LLC, a Delaware limited liability company (the
Sponsor), and the proceeds of a promissory note (the Note) from an affiliate of the Sponsor, in the amount of $300,000. The Note was repaid upon the closing of the Public Offering.
On June 12, 2018, we closed the Public Offering of 69,000,000 units (the Units), including 9,000,000 Units issued pursuant to the exercise by
the underwriters of their option to purchase additional units in full, at a price of $10.00 per Unit, generating proceeds to us of $690,000,000 before underwriting discounts and expenses. Simultaneously with the closing of the Public Offering, we
closed the private placement of an aggregate of 10,533,333 warrants (the Private Placement Warrants), each exercisable to purchase one share of our Class A common stock, par value $0.0001 per share, at an exercise price of $11.50
per share, to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating proceeds of $15,800,000. On the Closing Date, we placed $690,000,000 of proceeds (including $24,150,000 of deferred underwriting discount) from the Public
Offering and the Private Placement Warrants into a trust account (the Trust Account), with Wilmington Trust, N.A. acting as trustee, and held $2,000,000 (net of offering expenses, other than underwriting discounts, paid upon the
consummation of the Public Offering) of such proceeds outside the Trust Account. Of the funds held outside the Trust Account, $300,000 was used to repay the Note, with the balance used or reserved for: offering and formation costs; legal,
accounting, due diligence, travel and other expenses in connection with any business combinations; legal and accounting fees related to regulatory reporting requirements; NYSE continued listing fees; office space, administrative and support
services; a reserve for liquidation expenses; and working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income).
At June 30, 2019 we had cash and cash equivalents held outside the Trust Account of $225,175 and a working capital surplus of $58,740, assuming income
and franchise tax liabilities are paid out of the Trust Account. At June 30, 2019, funds held in money market funds registered under the Investment Company Act and compliant with Rule
2a-7.
As of
June 30, 2019, we held $690,000,000 in Goldman Sachs Financial Square Treasury Investments Fund, a money market fund managed by an affiliate of the Sponsor.
On March 11, 2019, GS Sponsor LLC, an affiliate of the Sponsor, provided us with a commitment (the Sponsor Commitment) pursuant to which GS
Sponsor LLC agreed that, if funds are needed by us through June 12, 2020 to pay ordinary course expenses, GS Sponsor LLC will provide us with liquidity of up to an aggregate of $2.0 million. GS Sponsor LLC will not receive any additional
interest in us in exchange for any such contribution and any liquidity provided under the Sponsor Commitment will be in the form of a contribution with respect to the Sponsors Founder Shares. As of June 30, 2019, we have received $700,000
from GS Sponsor LLC pursuant to the Sponsor Commitment.
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