For the year ended December 31, 2019, we had net income of $350,893, which consists of interest income
on marketable securities held in the trust account of $714,993, offset by an unrealized loss on marketable securities held in our trust account of $6,479, operating costs of $264,346 and a provision for income taxes of $93,275.
For the period from June 15, 2018 (inception) through December 31, 2018, we had a net loss of $2,177, which consisted of operating and formation
costs.
Liquidity and Capital Resources
On
November 5, 2019, we consummated the initial public offering of 27,500,000 units at a price of $10.00 per unit, generating gross proceeds of $275,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale
of 7,500,000 private placement warrants to our sponsor at a price of $1.00 per private placement warrant, generating gross proceeds of $7,500,000.
On
November 13, 2019, as a result of the underwriters election to fully exercise their over-allotment option, we consummated the sale of an additional 4,125,000 units at $10.00 per unit, and the sale of an additional 825,000 private
placement warrants, at a price of $1.00 per private placement warrant, generating total gross proceeds of $42,075,000.
Following the initial public
offering, the exercise of the over-allotment option in full and the sale of the private placement warrants, a total of $316,250,000 was placed in the trust account. We incurred $18,047,876 in transaction costs, including $6,325,000 of underwriting
fees, $11,068,750 of deferred underwriting fees, and $654,126 of other costs in connection with the initial public offering.
For the year ended
December 31, 2019, cash used in operating activities was $286,574. Net income of $350,893 was affected by interest earned on marketable securities held in the trust account of $714,993, an unrealized loss on marketable securities held in our
trust account of $6,479 and a deferred income tax benefit of $1,361. Changes in operating assets and liabilities provided $72,408 of cash from operating activities.
As of December 31, 2019, we had marketable securities held in the trust account of $316,958,514 (including approximately $709,000 of interest income, net
of unrealized losses) consisting of U.S. treasury bills with a maturity of 185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2019, we did not withdraw any interest earned
on the trust account to pay for our income tax obligations.
We intend to use substantially all of the funds held in the trust account, including
any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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.
As of December 31, 2019, we had cash of $1,083,611 held outside of the trust account. 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, and structure, negotiate and complete a business combination.
In order to
fund working capital deficiencies or finance transaction costs in connection with a business combination, the sponsor, an affiliate of the sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required. If we
complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the private placement warrants, at a price of $1.00 per warrant at the option of the lender.
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 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 consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing
simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In
addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
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