Quarterly report pursuant to Section 13 or 15(d)

Public Offering

v3.20.2
Public Offering
6 Months Ended
Jun. 30, 2020
Public Offering [Abstract]  
PUBLIC OFFERING

NOTE 4 – PUBLIC OFFERING

 

On November 21, 2017, the Company closed on the Public Offering and sale of 30,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one redeemable common stock purchase warrant (the “Warrants”). Under the terms of a warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the initial Business Combination. Each Warrant entitles the holder to purchase one half of one share of Class A common stock at a price of $5.75 (11.50 per whole share). No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the Extended Date allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Warrants issued in connection with the 30,000,000 public units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.

 

On June 8, 2020, the Company announced receipt of the requisite consents solicited from registered holders of its outstanding public warrants as of the close of business on March 20, 2020, to approve amendments (the “Warrant Amendments”) to the terms of the warrant agreement. The Warrant Amendments provided, among other things, that subject to the closing of the Business Combination with the Blue Impact business pursuant to the Share Exchange Agreement (the “Closing”), each outstanding public warrant and each outstanding private placement warrant, respectively, would no longer be exercisable to purchase one-half share of the Company’s Class A common stock for $5.75 per half-share (subject to adjustment as provided in Section 4 of the Warrant Agreement) and instead would be converted solely into the right to receive (i) if, at the Closing, the aggregate gross cash in the trust fund (after all redemptions of shares of Class A common stock in connection with the Business Combination with the Blue Impact business but including any proceeds received by Legacy from a potential PIPE financing (if consummated)) equaled at least $225 million, $1.00 in cash, or (ii) if, at the Closing, the aggregate gross cash in the trust fund (after all redemptions of shares of Class A common stock in connection with the Business Combination with the Blue Impact business but including any proceeds received by Legacy from a potential PIPE financing (if consummated)) was less than $225 million, $0.50 in cash and 0.055 of a share of common stock, par value $0.0001 per share, of Blue Impact Inc. (the proposed name of the company following the Business Combination with the Blue Impact business). However, due to the termination of the Share Exchange Agreement described above in Note 2, the Warrant Amendments will not take effect and the terms of the Warrants remain subject to the warrant agreement as described above.

 

The Company granted the underwriters in the Public Offering a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. On November 27, 2017, the Company was advised by the underwriters’ that the overallotment option would not be exercised. As such, the 1,125,000 shares subject to forfeiture which are described in Note 5 were forfeited.

 

The Company paid an underwriting discount of 2% of the per Unit offering price to the underwriters at the closing of the Public Offering ($6,000,000), with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds ($10,500,000) payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

 

See Note 6 regarding the aggregate 23,877,301 shares redeemed for approximately $249,531,000 (including 23,182,481 shares redeemed for approximately $242,423,000 in May 2020 and the 694,820 shares redeemed for approximately $7,108,000 in October 2019) in connection with the Extension Amendments.