Notes
to Financial Statements
NOTE
1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization
and General:
Legacy
Acquisition Corp. (the “Company”) was incorporated in Delaware on March 15, 2016. The Company was 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 (the “Business Combination”). The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
At
March 31, 2019, the Company had not commenced any operations. All activity for the period from March 15, 2016 (inception) through
March 31, 2019 relates to the Company’s formation and the initial public offering (“Public Offering”) described
below, and subsequent to the Public Offering, searching for a potential business combination. The Company will not generate any
operating revenues until after completion of the initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Public Offering.
Sponsor
and Financing:
The
Company’s sponsor is Legacy Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s Public Offering (as described in Note 3) was declared effective by the United
States Securities and Exchange Commission (the “SEC”) on November 16, 2017. The Company intends to finance a Business
Combination with the net proceeds from a $300,000,000 public offering (Note 3) and a $8,750,000 private placement (Note 4). Upon
the closing of the Public Offering and the private placement, $300,000,000 is held in the Trust Account with Continental Stock
Transfer and Trust Company (the “Trustee”) acting as the trustee (the “Trust Account”) (as discussed below).
The
Trust Account:
Funds
from the Public Offering have been placed in the Trust Account. The Trust Account will be invested only in U.S. government treasury
bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule
2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the
Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account
as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due
diligence on prospective Business Combinations and continuing general and administrative expenses.
The Company’s amended and restated
certificate of incorporation provides that, other than the withdrawal of interest to pay taxes and up to $750,000 per year for
working capital purposes (which amounts have been fully drawn at March 31, 2019), if any, none of the funds held in trust may be
released until the earlier of: (i) the completion of the initial Business Combination; or (ii) the redemption of any public shares
properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
to modify the substance and timing or the Company’s obligation to redeem 100% of its public shares if the Company does not
complete its initial business combination within 24 months from the closing of the Public Offering or (iii) the redemption of 100%
of the shares of Class A common stock included in the Units sold in the Public Offering if the Company is unable to complete a
Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law).
Business
Combination:
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering,
although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating
a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or
more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less
any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of a definitive agreement
in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully
effect a Business Combination within 24 months from the closing of the Public Offering, if at all.
The
Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of
the Business Combination at a meeting called for such purpose in connection with which stockholders holding Class A common stock
may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their
pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation
of the initial Business Combination, including interest but less taxes payable and up to $750,000 per year which may be released
for working capital purposes, or (ii) provide stockholders holding Class A common stock with the opportunity to sell their shares
to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their
pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the
tender offer, including interest but less taxes payable and up to $750,000 per year which may have been released for working capital.
The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders
to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of
factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to
seek stockholder approval unless a vote is required by New York Stock Exchange (“NYSE”) rules. If the Company seeks
stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted
are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares of Class A common
stock in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination.
In such case, the Company would not proceed with the redemption of its public shares of Class A common stock and the related Business
Combination, and instead may search for an alternate Business Combination.
If
the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public
stockholder will have the right to redeem its Class A common stock for an amount in cash equal to such stockholder’s pro
rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the
initial Business Combination, including interest but less taxes payable and up to $750,000 per year which may have been released
to the Company to fund working capital requirements. As a result, such shares of Class A common stock are recorded at redemption
amount and classified as temporary equity in the accompanying balance sheet, in accordance with FASB ASC 480, “Distinguishing
Liabilities from Equity.”
The
Company will only have 24 months from the closing date of the Public Offering to complete its initial Business Combination. If
the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for
the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the
public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes
payable and up to $750,000 per year which may be released for working capital (less up to $50,000 of such net interest to pay
dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s
net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholder has entered
into a letter agreement with the Company, pursuant to which it has waived its right to participate in any redemption with respect
to its initial shares; however, if the initial stockholder or any of the Company’s officers, directors or affiliates acquire
shares of Class A common stock after the Public Offering, they will be entitled to a pro rata share of the Trust Account, with
respect to such public shares, upon the Company’s redemption or liquidation in the event the Company does not complete a
Business Combination within the required time period.
In
the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
(including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.
Going
Concern
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard
Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern”, management has determined that the mandatory liquidation and subsequent dissolution
raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should the Company be required to liquidate after November 21, 2019.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation:
The
accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars in conformity with
accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations
of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of the financial position as of March 31, 2019, and the results of operations and cash flows
for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance
with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results
for a full year. All dollar amounts are rounded to the nearest thousand dollars.
The
accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial
statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Emerging
Growth Company
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 an 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.
Net
Income (Loss) per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average
number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the initial
public offering and Private Placement to purchase an aggregate of 23,750,000 Class A ordinary shares in the calculation of diluted
income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income
(loss) per common share is the same as basic loss per common share for the period.
The Company’s statements of operations
include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method
of income (loss) per share. Net income (loss) per common share, basic and diluted for Class A common stock is calculated by dividing
the interest income earned on the Trust Account, net of income tax expense, franchise tax expense and funds available to be withdrawn
from Trust for working capital purposes (up to a maximum of $750,000 annually), by the weighted average number of Class A common
stock outstanding for the period. Net income (loss) per common share, basic and diluted, for Class F common stock is calculated
by dividing the net income (loss), less income attributable to Class A Common Stock, by the weighted average number of Class F
common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows:
|
|
March 31,
2019
|
|
|
March 31,
2018
|
|
|
|
|
|
|
|
|
Net income available to Class A common stockholders:
|
|
|
|
|
|
|
Interest income
|
|
$
|
1,761,000
|
|
|
$
|
1,076,000
|
|
Less: Income and franchise taxes
|
|
|
(410,000
|
)
|
|
|
(265,000
|
)
|
Expenses available to be paid with Interest income from Trust (up to a Maximum of $750,000 per year)
|
|
|
–
|
|
|
|
(237,000
|
)
|
Net income available to Class A common stockholders
|
|
$
|
1,351,000
|
|
|
$
|
574,000
|
|
|
|
|
|
|
|
|
|
|
Net income available to Class F common stockholders:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,139,000
|
|
|
$
|
574,000
|
|
Less: amount attributable to Class A common stockholders
|
|
|
(1,351,000
|
)
|
|
|
(574,000
|
)
|
Net income available to class F common stockholders
|
|
$
|
(212,000
|
)
|
|
$
|
-
|
|
Concentration
of Credit Risk:
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial
Instruments:
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements.
Use
of Estimates:
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires the Company’s 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 financial statements and the reported amount of revenue
and expenses during the reporting period. Actual results could differ from those estimates.
Deferred
Offering Costs:
The
Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses
of Offering.” Offering costs of approximately $17,379,000 consisted principally of underwriter discounts of $16,500,000
(including $10,500,000 of which payment is deferred) and approximately $887,000 of professional, printing, filing, regulatory
and other costs, have been charged to additional paid-in-capital upon completion of the Public Offering.
Income
Taxes:
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
The Company’s currently taxable income
consists of interest income on the Trust Account net of franchise taxes. The Company’s general and administrative costs are
generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2019 and 2018, the
Company recorded income tax expense of $360,000 and $215,000, respectively, primarily related to interest income earned on the
Trust Account net of franchise taxes. The Company’s effective tax rate for the three months ended March 31, 2019 and 2018
was approximately 24% and 28%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed
above) which are not currently deductible. At March 31, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately
$400,000 and $355,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance
of the deferred tax asset is appropriate at this time.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions 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. There were no unrecognized tax benefits as of March 31, 2019 and December
31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No
amounts were accrued for the payment of interest and penalties at March 31, 2019 and December 31, 2018. 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.
Redeemable
Common Stock:
As
discussed in Note 3, all of the 30,000,000 common shares sold as part of a Unit in the Public Offering contain a redemption feature
which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions.
In accordance with FASB 480, redemption provisions not solely within the control of the Company require the security to be classified
outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s
equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption
threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible
assets (stockholders’ equity) to be less than $5,000,001.
The
Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid-in
capital. Accordingly, at March 31, 2019 and December 31, 2018, 29,030,022 and 28,916,141, respectively, of the 30,000,000 Public
Shares were classified outside of permanent equity.
Recent
Accounting Pronouncements:
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s financial statements.
NOTE
3 – PUBLIC OFFERING
On November 21, 2017, the Company closed
on the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists
of one share of the Company’s Class A common stock, $0.0001 par value and one redeemable common stock purchase warrant (the
“Warrants”). Under the terms of a warrant agreement, the Company has agreed to use its best efforts to file a new registration
statement under the Securities Act, following the completion of the initial Business Combination. Each Warrant entitles the holder
to purchase one half of one share of Class A common stock at a price of $5.75 ($11.50 per whole share). No fractional shares will
be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common
stock to be issued to the warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of
the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years
after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if
the Company does not complete its initial Business Combination on or prior to the 24-month period allotted to complete the Business
Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class
A common stock to the holder upon exercise of Warrants issued in connection with the 30,000,000 public units during the exercise
period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised
on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company
may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior
written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or
exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company
sends the notice of redemption to the warrant holders.
The
Company granted the underwriters in the Public Offering a 45-day option to purchase up to 4,500,000 additional Units to cover
any over-allotment, at the initial public offering price less the underwriting discounts and commissions. On November 27, 2017,
the Company was advised by the underwriters’ that the overallotment option would not be exercised. As such, the 1,125,000
shares subject to forfeiture which are described in Note 4 were forfeited.
The
Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering
($6,000,000), with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds ($10,500,000)
payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters
from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.
NOTE
4 – RELATED PARTY TRANSACTIONS
Founder
Shares
In
October 2016, the Sponsor purchased 8,625,000 shares of Class F common stock (the “Founder Shares”) for $25,000, or
approximately $0.001 per share (see Note 6). The Founder Shares are identical to the Class A common stock included in the Units
being sold in the Public Offering except that the Founder Shares are convertible under the circumstances described below and subject
to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares
to the extent that the over-allotment option was not exercised in full by the underwriters (see Notes 3 and 5) so that the initial
stockholder would own 20.0% of the Company’s issued and outstanding shares after the Public Offering. As discussed further
in Notes 3 and 5, on November 27, 2017, the underwriters’ notified the Company that they would not exercise the overallotment
option and, as such, the 1,125,000 shares that were subject to forfeiture were forfeited as of the closing of the Public Offering
on November 21, 2017. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Business
Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate
of incorporation.
The
Company’s initial stockholder has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of
(A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s
initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (B) the date on which the Company
completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results
in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other
property (the “Lock Up Period”).
Private
Placement Warrants
Upon
the closing of the Public Offering on November 21, 2017, the Sponsor paid the Company $8,750,000 for the private placement purchase
from the Company of 17,500,000 warrants at $0.50 per warrant (the “Private Placement Warrants”). Each Private Placement
Warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 ($11.50 per whole share). A portion
of the purchase price of the Private Placement Warrants has been added to the proceeds from the Public Offering held in the Trust
Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the
common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days
after the completion of the initial Business Combination and are non-redeemable so long as they are held by the Sponsor or its
permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants
included in the Units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that
are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions.
If
the Company does not complete a Business Combination within the required time period, then the proceeds will be part of the liquidating
distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless.
Registration
Rights
The
Company’s initial stockholder and holders of the Private Placement Warrants are entitled to registration rights (in the
case of the Founder Shares, only after conversion to shares of Class A common stock) pursuant to a registration rights agreement
dated November 16, 2017. The Company’s initial stockholder and holders of the Private Placement Warrants are entitled to
make up to three demands, excluding short form registration demands, that the Company register such securities for sale under
the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in
other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing
of any such registration statements.
Administrative
Service Agreement and Services Agreement
The Company pays and expenses $10,000 a month
($30,000 for each of the three months ended March 31, 2019 and 2018) for office space, accounting services, utilities and secretarial
support provided by the Sponsor subsequent to the date the Company’s securities were first listed on the NYSE. Such monthly
fee will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of
the Company.
NOTE
5 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENT
The
Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and
reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at
fair value at least annually.
Upon
the closing of the Public Offering and the private placement, a total of $300,000,000 was deposited into the Trust Account. All
proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or
in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that
invest solely in U.S. government treasury obligations.
At
March 31, 2019 and December 31, 2018, the proceeds of the Trust Account were invested in U.S. government treasury bills. U.S.
government treasury bills held at March 31, 2019 mature in April 2019 and yield interest of approximately 2.3%. The Company classifies
its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments
– Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability
and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying
March 31, 2019 and December 31, 2018 balance sheets and adjusted for the amortization of discounts.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis as
of March 31, 2019 and December 31, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value. Since all of the Company’s permitted investments at March 31, 2019 and December 31, 2018 consist
of U.S. government treasury bills or money market funds holding U.S. government treasury bills, fair values of its investments
are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as
follows:
|
|
|
|
|
|
|
|
Quoted Price
|
|
|
|
Carrying value at
|
|
|
Gross Unrealized
|
|
|
Prices in
Active
|
|
Description
|
|
March 31, 2019
|
|
|
Holding
Gain
|
|
|
Markets
(Level 1)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and money market
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
1,000
|
|
U.S. government treasury bills
|
|
|
304,350,000
|
|
|
|
15,000
|
|
|
|
304,365,000
|
|
total
|
|
$
|
304,351,000
|
|
|
$
|
15,000
|
|
|
$
|
304,365,000
|
|
|
|
|
|
|
|
|
|
Quoted Price
|
|
|
|
Carrying value at
|
|
|
Gross Unrealized
|
|
|
Prices in
Active
|
|
Description
|
|
December 31,
2018
|
|
|
Holding
Loss
|
|
|
Markets
(Level 1)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and money market
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
1,000
|
|
U.S. government treasury bills
|
|
|
304,034,000
|
|
|
|
(7,000
|
)
|
|
|
304,027,000
|
|
Total
|
|
$
|
304,035,000
|
|
|
$
|
(7,000
|
)
|
|
$
|
304,028,000
|
|
The
U.S. government treasury bills that matured in April 2019 were reinvested in U.S. government treasury bills maturing in May 2019.
During the first quarter ended March 31, 2019, the Company withdrew approximately $1,445,000 from the Trust Account in order to
pay 2018 estimated income and franchise taxes (approximately $265,000 paid in January 2019 and approximately $430,000 paid in
April 2019) and to release the 2019 $750,000 amount to working capital.
NOTE
6 – STOCKHOLDERS’ EQUITY
Common
Stock
The
authorized common stock of the Company is 110,000,000 shares, including 100,000,000 shares of Class A common stock and 10,000,000
shares of Class F common stock. Upon completion of the Public Offering, the Company will likely (depending on the terms of the
initial Business Combination) be required to increase the number of shares of common stock which it is authorized to issue at
the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection
with its initial Business Combination. Holders of the Company’s common stock vote together as a single class and are entitled
to one vote for each share of common stock.
In
October 2016, the Sponsor purchased 8,625,000 shares of Class F common stock (the “Founder Shares”) for $25,000, or
approximately $0.004 per share. The Sponsor had agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment
option is not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the over-allotment option
is not exercised in full by the underwriters so that the initial stockholder will own 20% of the Company’s issued and outstanding
shares after the Public Offering. On November 27, 2017, the Company was advised by the underwriters’ that the overallotment
option would not be exercised. As such, the 1,125,000 shares subject to forfeiture were forfeited. As such at March 31, 2019 and
December 31, 2018 there were 7,500,000 shares of Class F common stock issued and outstanding and 30,000,000 shares of Class A
common stock outstanding (29,030,720 and 28,916,141, respectively, of which are classified outside of equity as redeemable common
stock).
Preferred
Stock
The
Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences
as may be determined from time to time by the Board of Directors. At March 31, 2019 and December 31, 2018, the rights and preferences
have not been determined and there were no shares of preferred stock issued and outstanding.