| Shareholders Equity | Note
7 — Shareholder’s Equity Preferred
Shares The
Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company’s board of directors
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that
could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti-takeover effects. At
September 30, 2019, there were no preferred shares issued or outstanding. Ordinary
Shares The
Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares,
with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Ordinary
Shares”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided that only holders of
the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will
automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one basis, subject to adjustment
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A Shares, or equity-linked securities, are issued
or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination,
the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of
the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20%
of the sum of all Ordinary Shares outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked
securities issued or deemed issued in connection with the Business Combination, excluding any Ordinary Shares or equity-linked
securities issued, or to be issued, to any seller in the Business Combination, or any Private Placement-equivalent Warrants issued
to the Sponsor or its affiliates upon conversion of loans made to the Company. Holders of Founder Shares may also elect to convert
their Class B Shares into an equal number of Class A Shares, subject to adjustment as provided above, at any time. At
September 30, 2019, there were $1,610,658 Class A Shares issued and outstanding, (excluding 32,889,342 Class A shares subject
to possible redemption), and there were 8,625,000 Class B Shares issued and outstanding. Founder
Shares On
February 20, 2019, an aggregate of 8,625,000 Class B Shares (the “Founder Shares”) were sold to the Sponsor at a price
of approximately $0.003 per share, for an aggregate price of $25,000. This number included an aggregate of up to 1,125,000 Founder
Shares that were subject to forfeiture if the over-allotment option is not exercised in full by the Underwriters in order to maintain
the Initial Shareholders’ ownership at 20% of the issued and outstanding Ordinary Shares upon completion of the Initial
Public Offering. The Founder Shares are identical to the Class A Shares included in the Units sold in the Initial Public Offering,
except that the Founder Shares (i) have the voting rights described in Note 7, (ii) are subject to certain transfer restrictions
described below and (iii) are convertible into Class A Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution
provisions contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after
the completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction after the Business Combination that results in all of the Public Shareholders having
the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding
the foregoing, if the last sale price of the Class A 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 Business Combination, the Founder Shares will be released from
the lock-up. Warrants
The
Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will
have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the
shares of Class A common underlying the warrants is then effective and a prospectus relating thereto is current, subject to the
Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated
to issue any shares of Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants. 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, and within 60 business days following a Business Combination to have declared effective,
a registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon
exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of
the warrant agreement. Notwithstanding the above, if the Class A ordinary shares is 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 will be required to use
its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions
of Warrants
● in
whole and not in part;
● at
a price of $0.01 per warrant;
● upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and
● if,
and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share
for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption
to each warrant holder. If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to
register or qualify the underlying securities for sale under all applicable state securities laws. 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 shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including
in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not
be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company
be required to net cash settle the warrants. 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. In
addition, if the Company issues additional shares of ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of a Business Combination at a newly issued price of less than $9.20 per share of ordinary shares
(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 exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the newly issued price and the redemption price of the warrants shall be adjusted to equal
180% of the newly issued price. The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon the 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 Placement Warrants will be exercisable on a cashless basis and be non-redeemable
so long as they are held by the initial purchasers or their 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. At
September 30, 2019, there were 17,250,000 whole public warrants and 8,650,000 private placement warrants outstanding. |
