The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
The accompanying notes are an integral
part of these condensed financial statements.
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Note 1 — Organization and Business
Operations
Organization and General
Twelve Seas Investment Company (the “Company”)
is a blank check company incorporated on November 30, 2017, under the laws of the Cayman Islands for the purpose of entering into
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination
with one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective
target business are not limited to a particular industry or geographic location.
As of March 31, 2019, the Company had
not yet commenced any operations generating revenue. All activity through March 31, 2019 relates to the Company’s formation,
the Initial Public Offering (as defined below) and the search for prospective targets to effect a Business Combination. The Company
has selected December 31 as its fiscal year end.
Financing
The registration statements for the Company’s
initial public offering (“Initial Public Offering”) were declared effective on June 19, 2018. On June 22, 2018, the
Company consummated the Initial Public Offering of 18,000,000 units (“Units” or “Public Units” and, with
respect to the ordinary shares included in the Public Units being offered, the “Public Shares”), generating gross
proceeds of $180,000,000, which is described in Note 3.
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the sale of 475,000 units (the “Private Units”) at a price of $10.00
per Unit in a private placement to the Company’s sponsor (the “Sponsor”), generating gross proceeds of $4,750,000,
which is described in Note 4.
Contained in the underwriting agreement
for the Public Offering is an overallotment option allowing the underwriters to purchase from the Company up to an additional
2,700,000 Public Units and the sale to the Sponsor of an additional 54,000 Private Units at $10.00 per Unit (as described in Note
3 – Initial Public Offering and Note 4 - Private Placement).
On June 28, 2018, the underwriters exercised
the option in full and purchased 2,700,000 Public Units, which were sold at $10.00 per Unit, generating gross proceeds of $27,000,000.
Simultaneously with the sale of the over-allotment Public Units, the Company consummated the private placement of an additional
54,000 Private Units, purchased by the Sponsor, at a price of $10.00 per Unit, generating total additional gross proceeds of $540,000.
Trust Account
Following the closing of the Initial Public
Offering on June 22, 2018, an amount of $180,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in
the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”). Following
the closing of underwriters’ exercise of over-allotment option on June 28, 2018, an additional $27,000,000 of net proceeds
($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $207,000,000.
The funds in the Trust Account are invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described
below, except that interest earned on the Trust Account can be released to pay the Company’s income or other tax obligations.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Initial Business Combination
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units,
although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.
The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal
to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement
to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination
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. There
is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide its shareholders
with the opportunity to redeem all or a portion of their shares included in the Public Units sold in the Initial Public Offering
(the “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 shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account
(initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations).
The ordinary shares subject to redemption
are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance
with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation
of such a Business Combination and a majority of the issued and outstanding 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, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents
with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by
law, or the Company decides to obtain shareholder approval for business or other 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. If the
Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 5- Related
Party Transactions) have agreed to vote their initial shares and private shares, as well as any public shares acquired in or after
this offering, in favor of any proposed business combination. Additionally, each public shareholder may elect to redeem their
Public Shares irrespective of whether they vote for or against the proposed transaction.
The Company will have until December 22,
2019 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business
Combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the
terms of the Amended and Restated Memorandum and Articles of Association. The amount in the Trust Account (less the aggregate
nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as share premium
which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution
is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company
is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated
as of the date that is two days prior to the distribution date (including any accrued interest).
The Initial Shareholders have agreed to
(i) waive their conversion rights with respect to their Initial Shares, private shares and Public Shares in connection with the
consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect
to their initial shares and private placement shares if the Company fails to consummate a Business Combination within the Combination
Period and (iii) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
that would affect 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, unless the Company provides the public shareholders with the opportunity to redeem their
shares in conjunction with any such amendment.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Liquidation
The holders of the initial shares will
not participate in any liquidation distribution with respect to such securities. 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 Unit in the Initial Public Offering. In order to protect the amounts held in the Trust Account, Dimitri
Elkin, the Company’s Chief Executive Officer, has contractually agreed, pursuant to a written agreement to the Company,
that if the Company liquidates the Trust Account prior to the consummation of a Business Combination, he will be liable to ensure
that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities
that are owed money by the Company for services rendered or contracted for or products sold to the Company. 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, then Dimitri Elkin will not be responsible to the extent of any liability for such third party claims.
The Company will seek to reduce the possibility that Dimitri Elkin 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.
The Company will pay the costs of liquidating
the trust account from the remaining assets outside of the trust account. If such funds are insufficient, Bryant Edwards, the
Company’s COO, has contractually agreed to advance the Company the funds necessary to complete such liquidation (currently
anticipated to be no more than approximately $20,000) and has contractually agreed not to seek repayment for such expenses.
Liquidity
As of March 31, 2019, the Company had
cash outside the Trust Account of $64,744 available for working capital needs. All remaining cash and securities were held in
the Trust Account and is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted
for use either in a Business Combination or to redeem Public Shares. As of March 31, 2019, none of the amount on deposit in the
Trust Account was available to be withdrawn as described above.
Through March 31, 2019, the Company’s
liquidity needs were satisfied through receipt of $25,000 from the sale of the insider shares, advances from the Sponsor in an
aggregate amount of $300,000 which were repaid upon the IPO (as described in Note 5) and the remaining net proceeds from the
IPO and Private Placement (as described in Note 3 and 4). On April 4, 2019, the Company issued a Note (as described in Note 5)
in the principal amount of up to $500,000 to the Sponsor, the balance of which will be repaid promptly after the date on which
the Company consummates a Business Combination. In the event that the Company is unable to consummate a business combination, as
described in the prospectus relating to the IPO, the loans must be repaid to the extent that the Company is financially able to
do so with cash at its disposable outside of the Trust. As of May 14, 2019, the Sponsor had funded an aggregate amount of $400,000
to the Company in pursuant to the Note.
The Company anticipates that the $64,744 outside
of our trust account as of March 31, 2019, combined with up to $500,000 of Sponsor loans in pursuant to the Note issued on April
4, 2019, will not be sufficient to allow the Company to operate before a business combination is consummated or automatic winding
up, dissolution and liquidation.
Until consummation of its Business Combination,
the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Shareholders,
the Sponsor, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective
acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices,
plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective
target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.
The Company’s estimates of the costs
of consummating its initial business combination is currently greater than the actual estimated costs, as such the Company has
insufficient funds available to both operate its business and consummate its initial business combination. Moreover, the Company
may need to obtain additional financing either to consummate its initial business combination or because it become obligated to
redeem a significant number of its public shares upon consummation of its initial business combination, in which case the Company
may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable
securities laws, the Company would only consummate such financing simultaneously with the consummation of its initial business
combination. Following the Company’s initial business combination, if cash on hand is insufficient, the Company may need
to obtain additional financing in order to meet its obligations but there is no assurance that new financing will be available
to the Company on commercially acceptable terms. Furthermore, if the Company is not able to consummate a business combination by
December 22, 2019, it will trigger the Company’s automatic winding up, liquidation and dissolution. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Note 2 — Significant Accounting
Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities
and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring
adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and
its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year.
Emerging Growth Company Status
The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such 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 statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Offering Costs
The Company complies with the requirements
of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Accordingly, offering costs totaling $8,593,124 have been charged to shareholders’ equity (consisting of $4,140,000 in underwriters’
fees, plus $703,124 of other cash expenses, and a non-cash charge of $3,750,000 to record the fair value of the representative
shares (as described in Note 7 - Commitments & Contingencies)).
Use of Estimates
The preparation of financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of expenses during the reporting period. Actual results could differ from those estimates.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company has $64,744 of cash held
outside of the Trust Account as of March 31, 2019 and $252,927 as of December 31, 2018. The Company did not have any cash equivalents
as of March 31, 2019 and December 31, 2018.
Investment Held in Trust Account
Investment consists
of United States Money Market and United States Treasury securities. The Company classifies its United States Treasury securities
as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury
securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
A decline in
the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment
that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis
for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it
has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the
cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the
reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted
performance of the investee, and the general market condition in the geographic area or industry the investee operates in.
Premiums and
discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the
effective-interest method. Such amortization and accretion is included in the “interest income” line item in the condensed
statements of operations. Interest income is recognized when earned.
Fair Value Measurements
FASB ASC Topic 820 “Fair Value Measurements
and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value
measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with
the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair
value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These
inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use
in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect
the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed
based on the best information available in the circumstances.
The fair value hierarchy is categorized
into three levels based on the inputs as follows:
Level 1 —
|
Valuations based
on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily
and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
|
|
|
Level 2 —
|
Valuations based
on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that
are derived principally from or corroborated by market through correlation or other means.
|
|
|
Level 3 —
|
Valuations based
on inputs that are unobservable and significant to the overall fair value measurement.
|
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
The fair value of the Company’s
certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid
assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March
31, 2019 due to the short maturities of such instruments.
The following table presents information
about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2019 and
December 31, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair
value as of March 31, 2019.
|
|
December 31,
|
|
|
March 31,
|
|
|
Quoted
Prices In
Active Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Other
Unobservable
Inputs
|
|
Description
|
|
2018
|
|
|
2019
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Money Market held in Trust Account
|
|
$
|
764
|
|
|
$
|
764
|
|
|
$
|
764
|
|
|
$
|
-
|
|
|
$
|
-
|
|
U.S. Treasury Securities held in Trust Account
|
|
|
209,227,528
|
|
|
|
210,492,593
|
|
|
|
-
|
|
|
|
210,492,593
|
|
|
|
-
|
|
|
|
$
|
209,228,292
|
|
|
$
|
210,493,357
|
|
|
$
|
764
|
|
|
$
|
210,492,593
|
|
|
$
|
-
|
|
Ordinary Shares Subject to Possible
Redemption
The Company accounts for its
ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory
redemption (if any) are classified as a liability instrument 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 occurrence of uncertain future events. Accordingly, at March 31, 2019 and December 31, 2018, ordinary shares
subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the
Company’s condensed balance sheet.
Warrants and Rights
Since the Company is not required to net
cash settle the Warrants and Rights (as defined in Note 3 – Initial Public Offering) and the Warrants and Rights are exercisable
or convertible upon the consummation of an initial Business Combination, the management determined that the Warrants and Rights
will be classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance
with ASC 815-40. The proceeds from the sale will be allocated to Public Shares, Warrants, and Rights based on the relative fair
value of the securities in accordance with 470-20-30. The value of the Public Shares, Warrants, and Rights will be based on the
closing price paid by investors.
Net Income per Ordinary Share
The Company complies with accounting and
disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing
net income by the weighted average number of ordinary shares issued and outstanding for the periods. In accordance with SAB Topic
4.D and ASC 260-10-55-12, weighted average shares were retrospectively stated for the 1,437,500 ordinary shares cancelled on June
1, 2018, effectuation of a 1.5-for-1 stock dividend on June 8, 2018, and effectuation of a 1.2-for-1 stock dividend on June 19,
2018 (see Note 5). In accordance with ASC 260-10-45-13, weighted average shares were reduced for the effect of up to an aggregate
of 50,000 ordinary shares that are subject to forfeiture by the underwriter on a pro rata basis with the initial shareholders
in the event that the initial shareholders are required to forfeit or transfer any Insider Shares to third parties for no consideration
or otherwise restructure the terms of such shares in connection with the initial Business Combination (see Note 7). At March 31, 2019, the Company did not have any dilutive securities and other contracts that
could, potentially, be exercised or converted into ordinary shares and then share in the income of the Company. As a result, diluted
income per ordinary share is the same as basic income per ordinary shares for the periods presented.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may
exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Income Taxes
The Company accounts for income taxes
under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in
interim period, disclosure and transition. The Company has identified the Cayman Islands as its only “major” tax jurisdiction,
as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions
requiring recognition in the Company’s financial statements. Since the Company was incorporated on November 30, 2017, the
evaluation was performed for the 2018 tax year which will be the only period subject to examination. The Company believes that
its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result
in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with
audits is to record such items as a component of income tax expense.
Recent Accounting Pronouncements
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering
on June 22, 2018, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit. On June 28, 2018, in connection with
the underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 2,700,000
Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”),
and one right (“Public Right”). Each redeemable warrant entitles the holder to purchase one ordinary share at an exercise
price of $11.50 (see Note 8). Each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation
of a Business Combination (see Note 8).
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Note 4 — Private Placements
Simultaneously with the Initial Public
Offering, the Sponsor purchased an aggregate of 475,000 Private Units at $10.00 per Unit (for a total purchase price of $4,750,000).
On June 28, 2018, in connection with the underwriters’ exercise of their over-allotment option in full, the Company consummated
the sale of an additional 54,000 Private Units at $10.00 per Unit (for a total purchase price of $540,000).
The Private Units are identical to the
units sold in the Initial Public Offering except the Private Warrants (as defined in Note 8) will be non-redeemable and may be
exercised on a cashless basis. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private
Units or underlying securities (except to the same permitted transferees as the insider shares) until the completion of the Business
Combination.
If the Company does not complete a Business
Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of
the Public Shares (subject to the requirements of applicable law).
Note 5 — Related Party Transactions
Insider Shares
On December 11, 2017, the Company issued
4,312,500 shares (“Insider Shares”) to the Sponsor and certain officers and directors (“Initial Shareholders”)
for an aggregate amount of $25,000. On June 1, 2018, the Initial Shareholders returned 1,437,500 ordinary shares to the Company
for cancellation. On June 8, 2018, the Company effectuated a 1.5-for-1 dividend of its ordinary shares in connection with the
upsized Initial Public Offering, resulting in 4,312,500 Insider Shares outstanding and held by the Initial Shareholders. On June
19, 2018, the Company effectuated a 1.2-for-1 dividend of its ordinary shares resulting in an aggregate of 5,175,000 Insider Shares
outstanding and held by the Initial Shareholders. None of the transactions mentioned above materially impacts the market value
of the shares presented in the Company’s historical financial statements, nor do they impact the market value of $10.00
per Unit regardless of the number of shares outstanding. Therefore, according to accounting literature ASC 505-20-25, this transaction
is not a stock split in substance, and no retroactive adjustments to the shares outstanding presented in prior periods is required.
As a result of the underwriters’ over-allotment option exercised in full on June 28, 2018, 675,000 Insider Shares are no
longer subject to forfeiture and the initial shareholders maintained 20% of the Company’s issued and outstanding shares
after the Initial Public Offering and the exercise of the over-allotment.
The Initial Shareholders have agreed not
to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 50%
of the Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on
which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business
Combination and (2) with respect to the remaining 50% of the Insider Shares, one year after the date of the consummation of the
Business Combination, or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a liquidation,
merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their
ordinary shares for cash, securities or other property.
Related Party Advances
As of March 31, 2019, the amount due to
related parties was $100,159. The amount includes unpaid reimbursements for travel and business expenses incurred by the officers
on behalf of the Company.
For the period from November 30, 2017
through December 31, 2017, a related party, on behalf of the Sponsor, had advanced to the Company an aggregate of $46,500 in regards
to the formation costs and costs associated with the Initial Public Offering. On May 22, 2018, the Sponsor advanced to the Company
an additional $150,000. On June 1, 2018, two related parties, on behalf of the sponsor, advanced to the Company an aggregate of
$60,000. On June 18, 2018, the Sponsor advanced to the Company an additional $43,500. The loans were non-interest bearing, unsecured
and due on demand. The Company repaid the Sponsor in full with $300,000 from the proceeds of the Initial Public Offering not being
placed in the Trust Account on June 22, 2018.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Related Party Loans
In order to finance transaction costs in
connection with a Business Combination, the Sponsor, or the Company’s officers and directors, or their respective affiliates
may, but are not obligated to, loan the Company funds from time to time or at any time (“Working Capital Loans”). Each
Working Capital Loan, other than as described below, would be evidenced by a promissory note. The Working Capital Loans would either
be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $500,000 of
the Working Capital Loans may be converted upon consummation of a Business Combination into Private Units at a price of $10.00
per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes
5,000 ordinary shares issuable upon exercise of rights) and warrants to purchase 50,000 ordinary shares if $500,000 of notes were
so converted).
On April 4, 2019, the Company issued an
unsecured promissory note (the “Note”) in the principal amount of up to $500,000 to the Sponsor. The Note bears no
interest and is repayable in full upon consummation of the Company’s initial business combination. In the event that the
Company is unable to consummate a business combination, as described in the prospectus relating to the IPO, the loans must be repaid
to the extent that the Company is financially able to do so with cash at its disposable outside of the Trust. The Sponsor has the
option to convert any unpaid balance of the Note into units, each unit consisting of one ordinary share of the Company, one warrant
exercisable for one ordinary share of the Company and one right to receive one-tenth (1/10) of one ordinary share of the Company
upon the consummation of an initial business combination, based on a conversion price of $10.00 per unit. The terms of any such
units shall be identical to the terms of the units issued pursuant to the private placement that was consummated by the Company
in connection with the Company’s initial public offering.
As of May 14, 2019, the Sponsor had funded
an aggregate amount of $400,000 to the Company pursuant to the Note.
Administrative Service Fee
The Company has agreed to pay an affiliate
of the Sponsor, a monthly fee of an aggregate of $10,000 for general and administrative services (commencing June 20, 2018) including
office space, utilities and secretarial support. As of January 1, 2019, the Company has terminated this arrangement and the
Company has paid off the outstanding $20,000 payables to the affiliate of the Sponsor as of March 31, 2019.
Note 6 — Investment Held in Trust
Account
As of March 31, 2019 and December 31, 2018,
investment in the Company’s Trust Account consisted of $764 in U.S. Money Market and $210,492,593 in U.S. Treasury Securities.
The carrying value, excluding gross unrealized holding gain and fair value of held to maturity securities on March 31, 2019 and
December 31, 2018 are as follows:
|
|
Carrying
Value as of
December 31,
2018
|
|
|
Carrying Value as of March 31, 2019
|
|
|
Gross Unrealized
Holding
Gain
|
|
|
Fair Value
as of
March 31,
2019
|
|
U.S. Money Market
|
|
$
|
764
|
|
|
$
|
764
|
|
|
$
|
-
|
|
|
$
|
764
|
|
U.S. Treasury Securities
|
|
|
209,227,528
|
|
|
|
210,492,593
|
|
|
|
23,255
|
|
|
|
210,515,848
|
|
|
|
$
|
209,228,292
|
|
|
$
|
210,493,357
|
|
|
$
|
23,255
|
|
|
$
|
210,516,612
|
|
Note 7 — Commitments & Contingencies
Deferred Fees
The Company has committed to pay its attorney
deferred legal fees upon the consummation of the Initial Business Combination relating to legal services performed in connection
with the proposed business combination. An amount of $29,613 has been accrued in the accompanying balance sheet as of March 31,
2019 and is due and payable upon consummation of business combination. In the event that the Company is unable to consummate
a business combination, as described in the prospectus relating to the IPO, the deferred legal fees will not be paid.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Registration Rights
Pursuant to a registration rights agreement
entered into on June 19, 2018, the holders of the Insider Shares, Private Units (and their underlying securities), Representative
Shares (as a defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying
securities) will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to
two demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a
45-day option to purchase up to 2,700,000 additional Units to cover over-allotments at the Initial Public Offering price, less
the underwriting discounts and commissions. On June 28, 2018, the underwriters exercised its full over-allotment option of 2,700,000
units.
The underwriters were paid a cash underwriting
discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $3,600,000. In relation to the additional
2,700,000 units the underwriters purchased via the over-allotment option, an additional amount of $540,000 was paid to the underwriters.
In addition, the Company issued EarlyBirdCapital
“EBC”, the underwriter, and/or its designees 375,000 ordinary shares (the “Representative Shares”) upon
the consummation of the Initial Public Offering. The Company accounted for the Representative Shares as an expense of the Initial
Public Offering resulting in a charge directly to shareholders’ equity. The Company determined the fair value of Representative
Shares is $3,750,000 based upon the offering price of the Units of $10.00 per Unit. The underwriter has agreed not to transfer,
assign or sell any such shares until the completion of a Business Combination. In addition, the underwriter (and/or its designees)
has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of a Business Combination
and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails
to complete a Business Combination within the Combination Period. In the event that the Initial Shareholders are required to forfeit
or transfer any Insider Shares to third parties for no consideration or otherwise restructure the terms of such shares in connection
with the initial Business Combination, the underwriter (and/or its designees) has agreed to forfeit up to an aggregate of 50,000
ordinary shares on a pro rata basis with the Initial Shareholders.
The shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct
Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a
period of 180 days immediately following the Initial Public Offering except to any underwriter and selected dealer participating
in the Initial Public Offering and their bona fide officers or partners.
Business Combination Marketing Agreement
The Company has engaged EBC as an advisor
in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss a potential
Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested
in purchasing securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company
with its press releases and public filings in connection with an Business Combination. The Company will pay EBC a cash fee equal
to 3.5% of the gross proceeds raised in the offering for such services upon the consummation of the Business Combination (exclusive
of any applicable finders’ fees which might become payable). The Company may allocate up to 1% of the 3.5% fee to other
firms who assist in connection with the Business Combination.
Note 8 — Shareholder’s
Equity
Ordinary Shares
- The
Company is authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each. As of March 31, 2019 and
December 31, 2018, the Company has issued an aggregate of 6,236,476 and 6,351,330 ordinary shares, respectively, excluding 20,542,524
and 20,427,670 shares of ordinary shares subject to possible redemption.
Preferred Shares
-
The Company is authorized to issue a total of 2,000,000 preferred shares of a par value of $0.0001 each. At March 31, 2019 and
December 31, 2018, there were no shares of preferred shares issued or outstanding.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Warrants -
Each Public
Warrant is at $11.50 per share and exercisable for one ordinary share. The warrants will become exercisable on the later of the
completion of a Business Combination and 12 months from the date of the prospectus. If a registration statement covering the ordinary
shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of the Business
Combination, public warrant holders may, until such time as there is an effective registration statement and during any period
when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an
available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported
last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise.
The warrants underlying the Private Units
(“Private Warrants”) are identical to the Public Warrants sold in this offering except the Private Warrants will be
non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers
or their permitted transferees.
The Company may redeem the outstanding
warrants (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
|
●
|
at any time while the warrants are exercisable,
|
|
●
|
upon a minimum of 30 days’ prior written notice of redemption,
|
|
●
|
if, and only if, the last sales price of the 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 we send the notice of redemption, and
|
|
●
|
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
|
If the Company calls the warrants for redemption
as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.”
Rights -
Except in cases
where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth
(1/10) of an ordinary share upon consummation of the initial Business Combination, even if the holder of a Public Right converted
all ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s
memorandum and articles of association with respect to its pre-business combination activities. In the event that the Company will
not be the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively
convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the
Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her
or its additional ordinary shares upon consummation of an initial Business Combination. The shares issuable upon exchange of the
rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive
agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide
for the holders of rights to receive the same per share consideration the holders of ordinary shares will receive in the transaction
on an as-converted into ordinary shares basis.
The Company will not issue fractional shares
in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise
addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold
rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination.
If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates
the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will
they receive any distribution from the Company’s assets held outside of the trust account with respect to such rights, and
the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders
of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net
cash settle the rights. Accordingly, the rights may expire worthless.
TWELVE SEAS INVESTMENT COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
MARCH 31, 2019
(Unaudited)
Note 9 – Subsequent Events
On April 4, 2019, the Company issued
the Note in the principal amount of up to $500,000 to the Sponsor. The Note bears no interest and is repayable in full upon
consummation of the Company’s initial business combination. The Sponsor has the option to convert any unpaid balance of
the Note into units, each unit consisting of one ordinary share of the Company, one warrant exercisable for one ordinary
share of the Company and one right to receive one-tenth (1/10) of one ordinary share of the Company upon the consummation of
an initial business combination, based on a conversion price of $10.00 per unit. The terms of any such units shall be
identical to the terms of the units issued pursuant to the private placement that was consummated by the Company in
connection with the Company’s initial public offering. On April 5, 2019, the Sponsor funded $200,000 of the Note. On
April 29, 2019 the Sponsor funded an additional $200,000 of the Note for an aggregate amount of $400,000.
On April 15, 2019, the Company changed
the ticker symbols for the Company’s units, ordinary shares, warrants and rights trading on the NASDAQ Capital Market from
“TWLVU,” “TWLV,” “TWLVW” and “TWLVR,” respectively, to “BROGU,” “BROG,”
“BROGW,” and “BROGR,” respectively.
On April 15, 2019, the Company entered
into a Business Combination Agreement (the “Business Combination Agreement”) with Brooge Holdings Limited, a Cayman
Islands exempted company (“Pubco”), Brooge Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Pubco (“Merger Sub”), Brooge Petroleum And Gas Investment Company FZE, a company formed under the laws
of the Fujairah Free Zone, UAE (“BPGIC”), and each of the holders of BPGIC’s outstanding capital shares that
become parties to the Business Combination Agreement by executing a joinder agreement to the Business Combination Agreement (a ”Joinder”). On May
10, 2019, BPGIC’s sole shareholder, Brooge Petroleum and Gas Investment Company (BPGIC) PLC (“Seller”), executed
and delivered to the Company, BPGIC and Pubco, a Joinder.
Pursuant to the Business Combination Agreement,
at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the Company
will merge with Merger Sub, with the Company continuing as the surviving entity, and with all holders of the Company’s securities
receiving substantially identical securities of Pubco, and (b) Pubco will acquire all of the issued and outstanding ordinary shares
of BPGIC in exchange for ordinary shares of Pubco, with BPGIC becoming a wholly-owned subsidiary of Pubco.
The total consideration to be paid by Pubco
to Seller will be 100,000,000 Pubco ordinary shares, subject to reduction to the extent that BPGIC elects for the Sellers to receive
a portion of the consideration for the purchased shares as cash in lieu of receiving Pubco ordinary shares in an amount not to
exceed 40% of the Closing Net Cash (as defined in the Business Combination Agreement); provided that 20,000,000 of the Pubco shares
otherwise issuable to Seller at the Closing will be set aside in escrow and delivered to the escrow agent at the Closing, with
such escrow shares subject to vesting and potential forfeiture based on terms set forth in an escrow agreement mutually agreed
by the Company and BPGIC (the “Escrow Agreement).
On April 30, 2019, the Company and BPGIC
entered into a letter agreement pursuant to which (a) the due date was extended from April 30, 2019 to May 10, 2019 (or such later
date prior to the Closing as mutually agreed by the Company and BPGIC) for (i) Pubco, Seller and the escrow agent to enter into
the Escrow Agreement, (ii) BPGIC to deliver the Company Schedules (as defined in the Business Combination Agreement), and (iii)
BPGIC to deliver the Joinder Documents (as defined in the Business Combination Agreement) for each shareholder of BPGIC, and (b)
the date on and after which the Company has a right to terminate the Business Combination Agreement if the deliverables specified
in clause (a) above are not timely provided was also extended from April 30, 2019 to May 10, 2019 (or such later date prior to
the Closing as mutually agreed by the Company and BPGIC.)
On May 10, as required by the Business
Combination Agreement, (i) Pubco, Seller and Continental Stock Transfer and Trust Company, as escrow agent, entered into the Escrow
Agreement, (ii) BPGIC timely delivered to the Company the Company Schedules, and (iii) as noted above, Seller delivered the Joinder
and the other Joinder Documents.