Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Replay Acquisition Corp. | |
Entity Central Index Key | 0001763731 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 35,937,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,784,487 | $ 25,000 |
Prepaid expenses | 138,629 | |
Total current assets | 1,923,116 | 25,000 |
Investments held in Trust Account | 289,260,594 | |
Deferred offering costs associated with the initial public offering | 89,354 | |
Total assets | 291,183,710 | 114,354 |
Current liabilities: | ||
Accounts payable | 2,600 | 18,000 |
Accrued expenses | 170,269 | 74,048 |
Total current liabilities | 172,869 | 92,048 |
Deferred underwriting commissions | 9,187,500 | |
Total liabilities | 9,360,369 | 92,048 |
Commitments and contingencies | ||
Ordinary shares, $0.0001 par value; 27,682,334 and -0- shares subject to possible redemption at $10.00 per share at June 30, 2019 and December 31, 2018, respectively | 276,823,340 | |
Shareholders' Equity | ||
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 8,255,166 and 7,187,500 shares issued and outstanding (excluding 27,682,334 and -0- shares subject to possible redemption) at June 30, 2019 and December 31, 2018, respectively | 826 | 719 |
Additional paid-in capital | 3,375,505 | 24,281 |
Retained earnings (accumulated deficit) | 1,623,670 | (2,694) |
Total shareholders' equity | 5,000,001 | 22,306 |
Total Liabilities and Shareholders' Equity | $ 291,183,710 | $ 114,354 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
CONDENSED BALANCE SHEETS | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Shares subject to possible redemption | 27,682,334 | 0 |
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,255,166 | 7,187,500 |
Common stock, shares outstanding | 8,255,166 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
General and administrative expenses | $ 120,491 | $ 134,230 |
Loss from operations | (120,491) | (134,230) |
Gain on marketable securities, dividends and interest held in Trust Account | 1,760,594 | 1,760,594 |
Net income | $ 1,640,103 | $ 1,626,364 |
Weighted average shares outstanding, basic and diluted | ||
Basic and diluted weighted average shares outstanding of Public Shares | 28,750,000 | 28,750,000 |
Basic and diluted net income per share, Public Share | $ 0.06 | $ 0.06 |
Basic and diluted weighted average shares outstanding of Founder Shares | 7,187,500 | 7,187,500 |
Basic and diluted net loss per share, Founder Share | $ (0.02) | $ (0.02) |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary SharesIPO | Ordinary Shares | Additional Paid-in CapitalIPO | Additional Paid-in CapitalPrivate Placement | Additional Paid-in Capital | Accumulated Deficit | IPO | Private Placement | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 719 | $ 24,281 | $ (2,694) | $ 22,306 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 7,187,500 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | (13,739) | (13,739) | |||||||
Balance at end of period at Mar. 31, 2019 | $ 719 | 24,281 | (16,433) | 8,567 | |||||
Balance at end of period (in shares) at Mar. 31, 2019 | 7,187,500 | ||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 719 | 24,281 | (2,694) | 22,306 | |||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 7,187,500 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Ordinary shares subject to possible redemption | (276,823,340) | ||||||||
Net income (loss) | 1,626,364 | ||||||||
Balance at end of period at Jun. 30, 2019 | $ 826 | 3,375,505 | 1,623,670 | 5,000,001 | |||||
Balance at end of period (in shares) at Jun. 30, 2019 | 8,255,166 | ||||||||
Balance at beginning of period at Mar. 31, 2019 | $ 719 | 24,281 | (16,433) | 8,567 | |||||
Balance at beginning of period (in shares) at Mar. 31, 2019 | 7,187,500 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Sale of stocks/warrants | $ 2,875 | $ 287,497,125 | $ 7,750,000 | $ 287,500,000 | $ 7,750,000 | ||||
Sale of stocks/warrants (in shares) | 28,750,000 | ||||||||
Offering costs | (15,075,329) | (15,075,329) | |||||||
Ordinary shares subject to possible redemption | $ (2,768) | (276,820,572) | (276,823,340) | ||||||
Ordinary shares subject to possible redemption (in shares) | (27,682,334) | ||||||||
Net income (loss) | 1,640,103 | 1,640,103 | |||||||
Balance at end of period at Jun. 30, 2019 | $ 826 | $ 3,375,505 | $ 1,623,670 | $ 5,000,001 | |||||
Balance at end of period (in shares) at Jun. 30, 2019 | 8,255,166 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares | Jun. 30, 2019 | Apr. 05, 2019 | Dec. 31, 2018 |
Common stock, shares outstanding | 8,255,166 | 7,187,500 | |
Founder Shares were no longer subject to forfeiture | 937,500 | 937,500 | |
Over-allotment option | |||
Common stock, shares outstanding | 937,500 | 937,500 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 1,626,364 |
Adjustments to reconcile net income to net cash used in operating activities: | |
General and administrative expenses paid by related party | 2,206 |
Gain on marketable securities, dividends and interest held in Trust Account | (1,760,594) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (138,629) |
Accrued expenses | 82,575 |
Net cash used in operating activities | (188,078) |
Cash Flows from Investing Activities | |
Cash deposited in Trust Account | (287,500,000) |
Net cash used in investing activities | (287,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from note payable to related party | 250,000 |
Repayment of note payable and advances from related party | (252,206) |
Proceeds received from initial public offering, gross | 287,500,000 |
Proceeds from private placement | 7,750,000 |
Offering costs paid | (5,800,229) |
Net cash provided by financing activities | 289,447,565 |
Net change in cash | 1,759,487 |
Cash - beginning of the period | 25,000 |
Cash - end of the period | 1,784,487 |
Supplemental disclosure of noncash activities: | |
Offering costs included in accrued expenses | 85,000 |
Offering costs included in accounts payable | 2,600 |
Value of ordinary shares subject to possible redemption | $ 276,823,340 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Replay Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on November 6, 2018. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular business, industry or geographical location for purposes of consummating a Business Combination, the Company intends to focus its search for a target in Argentina and/or Brazil focused on industries that the Company believes have favorable prospects and a high likelihood of generating strong risk-adjusted returns for its shareholders. These industries include, but are not limited to, the consumer, telecommunications and technology, energy, financial services and real estate sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2019, the Company had not commenced any operations. All activity for the period from November 6, 2018 (inception) through June 30, 2019 relates to the Company’s formation, the Company's initial public offering (the "Initial Public Offering") described below, and since the Initial Public Offering, the search for a potential target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources. The registration statement for the Company’s Initial Public Offering was declared effective on April 3, 2019. On April 8, 2019, the Company consummated its Initial Public Offering of 28,750,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $15.0 million, inclusive of approximately $9.2 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,750,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $7.75 million (Note 4). Upon the closing of the Initial Public Offering and Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) 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 Trust Account as described below. 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 Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”) of its ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”), 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, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity. ” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 8, 2021, (the “Combination Period”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more than 10 business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of June 30, 2019, the Company had approximately $1.8 million outside of the Trust Account, approximately $1.8 million of investment income available in the Trust Account to pay for tax obligations (less up to $100,000 of interest to pay dissolution expenses), and working capital of approximately $1.75 million. Through June 30, 2019, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $250,000 in note payable to the Sponsor and approximately $2,000 of general and administrative expenses paid by a related party on behalf of the Company. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds from the consummation of the Private Placement not held in the Trust Account of $2.0 million. The Company fully repaid the note and the advances to the Sponsor and the related party in May 2019. In addition, 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 officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 4). 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 $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has no borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of an initial Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected through December 31, 2019. These accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Current Report on Form 8‑K and the final prospectus filed by the Company with the SEC on April 12, 2019 and April 5, 2019, respectively. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying unaudited condensed statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. Fair Value Measurements ASC 820, Fair Value Measurement , defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 825, Financial Instruments , requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of June 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering in April 2019. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2019, 27,682,334 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. At December 31, 2018, the Company did not have any ordinary shares subject to possible redemption outstanding. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company had not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the full over-allotment option) and Private Placement to purchase an aggregate of 22,125,000 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of income per share. Net income per share for the three and six months ended June 30, 2019, basic and diluted for Public Share, were calculated by dividing the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.8 million, by the weighted average number of Public Shares outstanding for the period. Net loss per share for the three and six months ended June 30, 2019, basic and diluted for Founder Shares were calculated by dividing the net income, less income attributable to Public Shares, by the weighted average number of Founder Shares outstanding for the periods. 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. 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 June 30, 2019 and December 31, 2018. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 June 30, 2019. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2019 | |
Public Offering | |
Public Offering | Note 3—Public Offering On April 8, 2019, the Company sold 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at a purchase price of $10.00 per Unit in the Initial Public Offering. Of these, an aggregate of 2,500,000 Units in the Initial Public Offering (“Affiliate Units”) were purchased by certain affiliates of the Sponsor for gross proceeds of $25.0 million. Each Unit consists of one ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares In December 2018, the Sponsor purchased 7,187,500 ordinary shares, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. In March 2019, the Sponsor transferred to the Company’s independent directors an aggregate of 90,000 Founder Shares for an aggregate purchase price of $313.05. The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 5, 2019, the underwriters fully exercised their over-allotment option which closed simultaneously with the Initial Public Offering; thus, the 937,500 Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial 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 ordinary shares for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering on April 8, 2019, the Company sold 7,750,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7.75 million. Each Private Placement Warrant is exercisable for one ordinary share at a price of $11.50 per share. A portion of the net proceeds from the Private Placement Warrants was added to the 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 1, 2018, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 30, 2019 or the completion of the Initial Public Offering. The Company borrowed $250,000 under the Note, and fully repaid on May 6, 2019. In addition to the Note, as of June 30, 2019, the Company borrowed approximately $2,000 from a related party to cover for general and administrative expenses. The Company repaid this amount on May 7, 2019. In addition, 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 officers and directors 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 $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans. Reimbursement The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s Audit Committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or the Company’s or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments & Contingencies | |
Commitments and Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any ordinary shares underlying such securities, are entitled to registration rights pursuant to a Registration Rights Agreement entered into on April 3, 2019. These holders will be entitled to certain demand and “piggyback” registration rights. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 5, 2019, the underwriters fully exercised their over-allotment option which closed simultaneously with the Initial Public Offering. Except on the Affiliate Units, the underwriters were entitled to an underwriting discount of $0.20 per Unit, or $5.25 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $9.19 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. 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. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Shareholders' Equity | |
Shareholders' Equity | Note 6—Shareholders’ Equity Ordinary Shares —The Company is currently authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. As of December 31, 2018, there were 7,187,500 ordinary shares outstanding. Of the 7,187,500 ordinary shares, an aggregate of up to 937,500 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On April 5, 2019, the underwriters fully exercised their over-allotment option which closed simultaneously with the Initial Public Offering; thus, the 937,500 Founder Shares were no longer subject to forfeiture. These 7,187,500 Founder Shares are subject to certain restrictions (see Note 4). In April 2019, the Company sold 28,750,000 Units in the Initial Public Offering. As a result, as of June 30, 2019, there were 35,937,500 ordinary shares issued and outstanding, including 27,682,334 ordinary shares subject to possible redemption. Preferred Shares —The Company is authorized to issue 2,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2019 and December 31, 2018, there were no preferred shares issued or outstanding. Warrants —Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, or April 8, 2020; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, 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 from registration is available. Notwithstanding the above, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 ordinary shares issuable upon 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 non-redeemable so long as they are held by the initial purchasers or such purchasers’ 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. The Company may call the Public Warrants for redemption (except with respect to the Private Placement 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; and · if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle the warrant shares. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Significant Other Significant Other Quoted Prices in Active Observable Inputs Unobservable Inputs Description Markets (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 289,260,594 — — At June 30, 2019, approximately $3,600 of the balance in the Trust Account was held in cash. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and six months ended June 30, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected through December 31, 2019. These accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Current Report on Form 8‑K and the final prospectus filed by the Company with the SEC on April 12, 2019 and April 5, 2019, respectively. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investments held in Trust Account. Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. The Company's investments held in Trust Account consists entirely of U.S government securities with an original maturity of 180 days or less. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account in the accompanying unaudited condensed statement of operations. The fair value for trading securities is determined using quoted market prices in active markets. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement , defines fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 825, Financial Instruments , requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value. As of June 30, 2019 and December 31, 2018, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. government securities with an original maturity of 180 days or less. The fair value for trading securities is determined using quoted market prices in active markets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering in April 2019. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity .” Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2019, 27,682,334 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet. At December 31, 2018, the Company did not have any ordinary shares subject to possible redemption outstanding. |
Net Loss Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the periods. The Company had not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the full over-allotment option) and Private Placement to purchase an aggregate of 22,125,000 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. The Company’s unaudited condensed statements of operations include a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of income per share. Net income per share for the three and six months ended June 30, 2019, basic and diluted for Public Share, were calculated by dividing the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.8 million, by the weighted average number of Public Shares outstanding for the period. Net loss per share for the three and six months ended June 30, 2019, basic and diluted for Founder Shares were calculated by dividing the net income, less income attributable to Public Shares, by the weighted average number of Founder Shares outstanding for the periods. |
Income Taxes | 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. 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 June 30, 2019 and December 31, 2018. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 June 30, 2019. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | 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. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Summary of assets measured at fair value on recurring basis | Significant Other Significant Other Quoted Prices in Active Observable Inputs Unobservable Inputs Description Markets (Level 1) (Level 2) (Level 3) Investments held in Trust Account $ 289,260,594 — — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | Apr. 08, 2019USD ($)item$ / sharesshares | Apr. 30, 2019shares | Jun. 30, 2019USD ($)$ / shares | Dec. 31, 2018$ / shares |
Initial Public Offering | ||||
Proceeds from sale of stock | $ | $ 287,500,000 | |||
Warrant price (in dollars per warrant) | $ 1 | |||
Minimum number of business acquisitions required | item | 1 | |||
Minimum requirement of acquisitions as percentage of assets in trust (in percent) | 80.00% | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Minimum net tangible assets upon consummation of a Business Combination | $ | $ 5,000,001 | |||
Restriction on redemption of common stock sold (as a percent) | 15.00% | |||
Redemption obligation of shares upon non completion of business combination (as a percent) | 100.00% | |||
Term to complete business combination | 24 months | |||
Number of business days to redeem public shares | 10 days | |||
IPO | ||||
Initial Public Offering | ||||
Number of shares issued | shares | 28,750,000 | 28,750,000 | ||
Share price (in dollars per share) | $ 10 | |||
Warrant price (in dollars per warrant) | $ 11.50 | |||
Over-allotment option | ||||
Initial Public Offering | ||||
Number of shares issued | shares | 3,750,000 | |||
Private Placement | Warrant | ||||
Initial Public Offering | ||||
Warrants issued (in shares) | shares | 7,750,000 | |||
Warrant price (in dollars per warrant) | $ 1 | |||
Proceeds from issuance of warrants | $ | $ 7,750,000 | |||
Ordinary Shares | ||||
Initial Public Offering | ||||
Share price (in dollars per share) | $ 10 | |||
Proceeds from sale of stock | $ | $ 287,500,000 | |||
Anticipated share price (in dollars per share) | $ 10 | |||
Ordinary Shares | IPO | ||||
Initial Public Offering | ||||
Number of shares issued | shares | 28,750,000 | |||
Ordinary Shares | Over-allotment option | ||||
Initial Public Offering | ||||
Number of shares issued | shares | 3,750,000 | |||
Share price (in dollars per share) | $ 10 | |||
Proceeds from sale of stock | $ | $ 287,500,000 | |||
Offering Costs | $ | 15,000,000 | |||
Deferred underwriting commissions | $ | $ 9,200,000 |
Description of Organizaiton and
Description of Organizaiton and Business Operations - Liquidity (Details) - USD ($) | Apr. 08, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Liquidity | |||
Income available outside of the Trust Account | $ 1,800,000 | ||
investment income available in the Trust Account | 1,800,000 | ||
Maximum reduction in interest to pay dissolution expenses | $ 100,000 | 100,000 | |
Working capital surplus | 1,750,000 | ||
Operating bank account cash balance | 1,784,487 | $ 25,000 | |
Note payable to related party | 250,000 | ||
Advance from related party | 2,000 | ||
Net proceeds not held in Trust Account | 2,000,000 | ||
Maximum working capital loans which may be converted to warrants | $ 1,500,000 | ||
Exercise price of warrant (in dollars per share) | $ 1 | ||
Outstanding borrowings under working capital loans | $ 0 | ||
Sponsor | |||
Liquidity | |||
Annual limit of amount released to the Company to fund working capital requirements | $ 25,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Initial Public Offering | |||
Shares subject to possible redemption | 27,682,334 | 27,682,334 | 0 |
Loans Payable, Current | $ 250,000 | $ 250,000 | |
Gain on marketable securities, dividends and interest held in Trust Account | 1,760,594 | 1,760,594 | |
Unrecognized tax benefits | 0 | 0 | $ 0 |
Accrual for interest and penalties | $ 0 | 0 | |
Private Placement | |||
Initial Public Offering | |||
Purchase of ordinary shares | $ 22,125,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Apr. 08, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 |
Initial Public Offering | ||||
Proceeds from Issuance Initial Public Offering | $ 287,500,000 | |||
Exercise price of warrant (in dollars per share) | $ 1 | |||
Replay Sponsor, LLC | ||||
Initial Public Offering | ||||
Number of shares issued | 7,187,500 | |||
IPO | ||||
Initial Public Offering | ||||
Number of shares issued | 28,750,000 | 28,750,000 | ||
Share price | $ 10 | |||
Shares in a single unit (in shares) | 1 | |||
Number of warrants comprised in each unit | 0.5 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
IPO | Replay Sponsor, LLC | ||||
Initial Public Offering | ||||
Number of shares issued | 2,500,000 | |||
Proceeds from Issuance Initial Public Offering | $ 25,000,000 | |||
Over-allotment option | ||||
Initial Public Offering | ||||
Number of shares issued | 3,750,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2019item$ / sharesshares | Apr. 08, 2019$ / shares | Apr. 05, 2019shares | |
Related Party Transactions | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Founder Shares were no longer subject to forfeiture | 937,500 | 937,500 | |||
Minimum price per share of ordinary shares as condition to sell founder shares | $ / shares | $ 12 | ||||
Number of trading days within 30-trading day | item | 20 | ||||
Period within which the 20 trading days at minimum price of ordinary shares | 30 days | ||||
Period after business combination when founder shares can be sold | 150 days | ||||
Replay Sponsor, LLC | |||||
Related Party Transactions | |||||
Number of shares issued | 7,187,500 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Aggregate gross proceeds | $ | $ 25,000 | ||||
Maximum Shares Subject to Forfeiture | 937,500 | ||||
Forfeiture adjusted percentage to issued and outstanding shares | 20.00% | ||||
Independent director | |||||
Related Party Transactions | |||||
Shares transferred (in shares) | 90,000 | ||||
Aggregate gross proceeds | $ | $ 313.05 |
Related Party Transactions - Wa
Related Party Transactions - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 08, 2019 | Jun. 30, 2019 |
Related Party Transactions | ||
Exercise price of warrant (in dollars per share) | $ 1 | |
Private Placement Warrants | ||
Related Party Transactions | ||
Period after business combination when warrants shares can be sold | 30 days | |
Replay Sponsor, LLC | Private Placement | Private Placement Warrants | ||
Related Party Transactions | ||
Warrants sold (in shares) | 7,750,000 | |
Price per share | $ 1 | |
Proceeds from Issuance of Warrants | $ 7,750 | |
Number of ordinary shares a warrant is exercisable for | 1 | |
Exercise price of warrant (in dollars per share) | $ 11.50 |
Related Party Transactions - Lo
Related Party Transactions - Loans (Details) - USD ($) | Jun. 30, 2019 | Dec. 01, 2018 |
Replay Sponsor, LLC | Note | ||
Related Party Transactions | ||
Aggregate amount that can be borrowed | $ 250,000 | |
Amount borrowed | $ 250,000 | |
Replay Sponsor, LLC | Working Capital Loans | ||
Related Party Transactions | ||
Aggregate amount that can be borrowed | $ 1,500,000 | |
Conversion price of loan to warrant | $ 1 | |
A related party | General and administrative expenses loan | ||
Related Party Transactions | ||
Amount borrowed | $ 2,000 |
Commitments & Contingencies - (
Commitments & Contingencies - (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Commitments & Contingencies | |
Period to purchase additional shares | 45 days |
Additional shares the underwriters can purchase | shares | 3,750,000 |
Underwriters discount (in dollars per unit) | $ / shares | $ 0.20 |
Total underwriters discount | $ | $ 5,250 |
Underwriters commission (in dollars per unit) | $ / shares | $ 0.35 |
Total underwriters commission | $ | $ 9,190 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares (Details) | Apr. 08, 2019$ / sharesshares | Apr. 30, 2019shares | Jun. 30, 2019Vote$ / sharesshares | Dec. 31, 2018Vote$ / sharesshares | Apr. 05, 2019shares |
Shareholders' Equity | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of vote for each share | Vote | 1 | 1 | |||
Common stock, shares outstanding | 8,255,166 | 7,187,500 | |||
Initial shareholders' ownership after initial public offering per agreement (as a percent) | 20.00% | ||||
Common stock, shares issued | 8,255,166 | 7,187,500 | |||
Shares subject to possible redemption | 27,682,334 | 0 | |||
Founder Shares were no longer subject to forfeiture | 937,500 | 937,500 | |||
Over-allotment option | |||||
Shareholders' Equity | |||||
Common stock, shares outstanding | 937,500 | 937,500 | |||
Number of shares issued | 3,750,000 | ||||
IPO | |||||
Shareholders' Equity | |||||
Common stock, shares outstanding | 35,937,500 | ||||
Common stock, shares issued | 35,937,500 | ||||
Number of shares issued | 28,750,000 | 28,750,000 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Shares (Details) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Shareholders' Equity | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 6 Months Ended |
Jun. 30, 2019USD ($)D$ / shares | |
Public Warrants | |
Shareholders' Equity | |
Period after business combination when warrants become exercisable | $ | $ 30 |
Period after initial public offering when warrants become exercisable | 12 months |
Period to file registration statement after a business combination | 15 days |
Warrant expiration period | 5 years |
Redemption price (in dollar per warrant) | $ 0.01 |
Notice period of warrant redemption | 30 days |
Minimum price per share of ordinary shares as condition to redeem warrants (in dollar per share) | $ 18 |
Number of trading days within 30-trading day | D | 20 |
Period within which the 20 trading days at minimum price of ordinary shares | 30 days |
Share price that triggers warrant exercise price adjustment (in dollar per share) | $ 9.20 |
Percentage gross proceeds from warrant of the total equity proceeds that triggers warrant exercise price adjustment | 60.00% |
Number of trading days within 30-trading day | D | 20 |
Ordinary share price with certain period that triggers price adjustment (in dollar per share) | $ 9.20 |
Warrant exercise price when price of ordinary shares during the 20-trading day period after business combination falls below $9.20 (as a percent of higher of the market value and the newly issued price) | 115.00% |
Warrants redemption trigger price (as a percent of higher of the market value and the newly issued price) | 180.00% |
Private Placement Warrants | |
Shareholders' Equity | |
Period after business combination when warrants shares can be sold | 30 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Fair Value Measurements | ||
Investments held in Trust Account | $ 289,260,594 | $ 289,260,594 |
Cash balance in the Trust Account | 3,600 | 3,600 |
Transfers to/from Levels 1, 2, and 3 | 0 | 0 |
Level 1 | ||
Fair Value Measurements | ||
Investments held in Trust Account | $ 289,260,594 | $ 289,260,594 |