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Cayman Islands
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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N/A
(I.R.S. Employer Identification No.) |
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Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. Benjamin S. Reichel, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Telephone: (212) 370-1300 |
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Michael Johns
Maples and Calder PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands Telephone: (345) 949-8066 |
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David J. Goldschmidt, Esq.
Gregg A. Noel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Telephone: (212) 735-3000 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☒
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Emerging growth company
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Title of Each Class of Security Being Registered
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| | |
Amount
Being Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
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Proposed
Maximum Aggregate Offering Price(1) |
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Amount of
Registration Fee |
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-quarter of one redeemable warrant(2)
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| | |
34,500,000 units
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| | |
$10.00
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$345,000,000
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$37,639.50
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Class A ordinary shares included as part of the units(3)
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34,500,000 shares
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—
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| | |
—
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—(4)
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Redeemable warrants included as part of the units(3)
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| | |
8,625,000 warrants
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| | |
—
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| | |
—
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—(4)
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Total
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| | | | | | | | | | |
$345,000,000
|
| | |
$37,639.50
|
|
| | | | | 1 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 66 | | | |
| | | | | 67 | | | |
| | | | | 70 | | | |
| DILUTION | | | | | 71 | | |
| CAPITALIZATION | | | | | 73 | | |
| | | | | 74 | | | |
| | | | | 79 | | | |
| | | | | 106 | | | |
| | | | | 116 | | | |
| | | | | 118 | | | |
| | | | | 120 | | | |
| | | | | 142 | | | |
| | | | | 153 | | | |
| | | | | 160 | | | |
| EXPERTS | | | | | 160 | | |
| | | | | 160 | | |
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September 15, 2020
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Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (59,596) | | |
Total assets
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| | | $ | 94,878 | | |
Total liabilities
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| | | $ | 84,596 | | |
Shareholders’ equity
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| | | $ | 10,282 | | |
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Without Over-
allotment Option |
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Over-allotment
Option Exercised |
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Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
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| | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
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| | | $ | 8,500,000 | | | | | $ | 9,400,000 | | |
Total gross proceeds
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| | | $ | 308,500,000 | | | | | $ | 354,400,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
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| | | $ | 6,000,000 | | | | | $ | 6,900,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
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| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
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| | | | 35,000 | | | | | | 35,000 | | |
SEC Expenses
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| | | | 37,640 | | | | | | 37,640 | | |
FINRA Expenses
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| | | | 52,250 | | | | | | 52,250 | | |
Travel and road show
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| | | | 15,000 | | | | | | 15,000 | | |
Nasdaq listing and filing fees
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| | | | 75,000 | | | | | | 75,000 | | |
Director & Officer liability insurance premiums
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| | | | 200,000 | | | | | | 200,000 | | |
Miscellaneous
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| | | | 245,110 | | | | | | 245,110 | | |
Total estimated offering expenses
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| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after estimated reimbursed offering expenses
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| | | $ | 301,500,000 | | | | | $ | 346,500,000 | | |
Held in trust account(3)
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| | | $ | 300,000,000 | | | | | $ | 345,000,000 | | |
% of public offering size
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| | | | 100% | | | | | | 100% | | |
Not held in trust account
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| | | $ | 1,500,000 | | | | | $ | 1,500,000 | | |
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Amount
|
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% of
Total |
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Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5)
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| | | | 350,000 | | | | | | 23.3 | | |
Legal and accounting fees related to regulatory reporting obligations
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| | | | 175,000 | | | | | | 11.7 | | |
Payment for office space, administrative and support services
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| | | | 240,000 | | | | | | 16.0 | | |
Nasdaq continued listing fees
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| | | | 125,000 | | | | | | 8.3 | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
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| | | | 350,000 | | | | | | 23.3 | | |
Working capital to cover miscellaneous expenses and reserves
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| | | | 260,000 | | | | | | 17.3 | | |
Total
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| | | $ | 1,500,000 | | | | | | 100% | | |
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Without
Over-allotment |
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With
Over-allotment |
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Public offering price
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| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
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| | | | (0.01) | | | | | | | | | | | | (0.01) | | | | | | | | |
Increase attributable to public shareholders
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| | | | 0.57 | | | | | | | | | | | | 0.50 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
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| | | | | | | | | | 0.56 | | | | | | | | | | | | 0.49 | | |
Dilution to public shareholders
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| | | | | | | | | $ | 9.44 | | | | | | | | | | | $ | 9.51 | | |
Percentage of dilution to public shareholders
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| | | | | | | | | | 94.4% | | | | | | | | | | | | 95.1% | | |
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Shares Purchased
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Total Consideration
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Average
Price per Share |
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Number
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Percentage
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Amount
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Percentage
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Class B Ordinary Shares(1)
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| | | | 7,500,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.003 | | |
Public Shareholders
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| | | | 30,000,000 | | | | | | 80.0% | | | | | | 300,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 37,500,000 | | | | | | 100.0% | | | | | $ | 300,025,000 | | | | | | 100.0% | | | | | | | | |
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Without
Over-allotment |
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With
Over-allotment |
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Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
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| | | $ | (59,596) | | | | | $ | (59,596) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
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| | | | 301,500,000 | | | | | | 346,500,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
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| | | | 69,878 | | | | | | 69,878 | | |
Less: Deferred underwriting commissions
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| | | | (10,500,000) | | | | | | (12,075,000) | | |
Less: Proceeds held in trust subject to redemption(2)
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| | | | (286,010,280) | | | | | | (329,435,280) | | |
| | | | $ | 5,000,002 | | | | | $ | 5,000,002 | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
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| | | | 8,625,000 | | | | | | 8,625,000 | | |
Ordinary shares forfeited if over-allotment is not exercised
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| | | | (1,125,000) | | | | | | — | | |
Ordinary shares included in the units offered
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| | | | 30,000,000 | | | | | | 34,500,000 | | |
Less: Ordinary shares subject to redemption
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| | | | (28,601,028) | | | | | | (32,943,528) | | |
| | | | | 8,898,972 | | | | | | 10,181,472 | | |
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September 15, 2020
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Actual
|
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As Adjusted(1)
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Note payable – related party(2)
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| | | $ | 79,596 | | | | | $ | — | | |
Deferred underwriting commissions
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| | | | — | | | | | | 10,500,000 | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0-
and 28,601,028 shares subject to possible redemption, actual and as adjusted, respectively |
| | | | — | | | | | | 286,010,280 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 1,398,972 shares issued and outstanding (excluding -0- and 28,601,028 shares subject to possible redemption), actual and as adjusted,
respectively(3) |
| | | | — | | | | | | 140 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 8,625,000 and 7,500,000 shares issued and outstanding, actual and as adjusted, respectively(1)
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| | | | 863 | | | | | | 750 | | |
Additional paid-in capital
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| | | | 24,137 | | | | | | 5,013,830 | | |
Accumulated deficit
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| | | | (14,718) | | | | | | (14,718) | | |
Total shareholders’ equity
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| | | $ | 10,282 | | | | | $ | 5,000,002 | | |
Total capitalization
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| | | $ | 89,878 | | | | | $ | 301,510,282 | | |
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Redemptions in
Connection with Our Initial Business Combination |
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Other Permitted
Purchases of Public Shares by Our Affiliates |
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Redemptions if We Fail
to Complete an Initial Business Combination |
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Calculation of redemption price
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| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | If we have not consummated an initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares. | |
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Redemptions in
Connection with Our Initial Business Combination |
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Other Permitted
Purchases of Public Shares by Our Affiliates |
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Redemptions if We Fail
to Complete an Initial Business Combination |
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Impact to remaining shareholders
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| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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| | $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $255,150,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
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| | $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
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| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Limitation on fair value or net assets of target business
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| | Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
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The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Oppenheimer & Co. Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
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| | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
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| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Election to remain an investor
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| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post- effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Business combination deadline
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| | If we have not consummated an initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
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