Liquidity and Capital Resources
On July 16, 2019, we consummated our Initial Public Offering of 23,000,000 units, including 3,000,000 units subject to the
underwriters over-allotment option. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $230,000,000.
Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of 4,233,333 Private Placement
Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $6,350,000. The Private Placement Warrants were purchased by our sponsor.
Following the Initial Public Offering, a total of $230,000,000 was placed in the trust account. Transaction costs amounted to $13,185,704,
consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $535,704 of other costs. In addition, $1,304,815 of proceeds from the Initial Public Offering was held as cash outside of the Trust Account and is available
for working capital purposes.
For the period from March 20, 2019 (inception) through September 30, 2019, cash used in operating
activities was $319,728. Net income of $664,827 was affected by interest earned on marketable securities held in the Trust Account of $951,166, an unrealized gain on marketable securities held in our Trust Account of $22,962 and a deferred tax
provision of $4,822. Changes in operating assets and liabilities used $15,249 of cash for operating activities.
As of September 30,
2019, we had marketable securities held in the Trust Account of $230,974,128 (including approximately $974,000 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the
balance in the Trust Account may be used by us to pay taxes. Through September 30, 2019, we did not withdraw any interest earned on the Trust Account.
We intend to use substantially all of the funds held in the trust account, to acquire a target business and to pay our expenses relating
thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the trust account will be used as working capital to finance the operations of the target
business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such
funds could also be used to repay any operating expenses or finders fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such
expenses.
As of September 30, 2019, we had cash held outside of the Trust Account of $929,568. We intend to use the funds held
outside the trust account 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.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our stockholders,
officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of notes may be convertible into Private
Warrants, at a price of $1.50 per Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet
the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing
either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection
with such business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Off-balance sheet financing arrangements
We did not have any off-balance sheet arrangements as of September 30, 2019. We do not participate
in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose
entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have
any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
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