|Aggregate principal amount, description
||The aggregate principal amount of approximately $979,000, to the Seller (including $100,000 provided to the Company for working capital). Borrowings under the Seller Note will bear interest at a rate equal to the 1-month USD LIBOR interest rate, plus 1.5%. The Seller Note was issued in connection with the approval by the Company’s stockholders of the Extension Amendment. In connection with the Extension Amendment, stockholders elected to redeem 694,820 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), issued in the Company’s initial public offering (the “public shares”), and 29,305,180 public shares remain issued and outstanding following such redemptions. Accordingly, consistent with the Company’s proxy materials relating to the special meeting, on or about October 23, 2019, the Company made a cash contribution to the Trust Account in an amount equal to $0.03 for each public share that was not redeemed in connection with the stockholder approval of the Extension Amendment for the initial extension through December 21, 2019, which equaled an aggregate amount of approximately $979,000 (including $100,000 provided to Company for costs and expenses). On December 17, 2019, in connection with the Company’s extension of the date by which the Company has to consummate a business combination from December 21, 2019, to January 21, 2020, the Company issued an amended and restated note (the “Amended Seller Note”) to the Seller that amended and restated the Seller Note and received the second Seller Loan from the Seller. Borrowings under the Amended Seller Note will continue to bear interest at a rate equal to the 1 month USD LIBOR interest rate, plus 1.5% accruing from the date of the applicable borrowings. Subsequent to December 31, 2019, the Company extended the date by which it has to consummate a business combination from January 21, 2020 to February 20, 2020, from February 20, 2020 to March 21, 2020, from March 21, 2020 to April 20, 2020 and from April 20, 2020 to May 20, 2020. In connection with each of the first three extensions, the Seller loaned approximately $979,000 to the Company under the Amended Seller Note. Additionally, in connection with the remaining extensions, the Seller loaned approximately $879,000 per extension. As a result, Seller has loaned to the Company a total of approximately $4,696,000 and approximately $1,958,000, respectively, at March 31, 2020 and December 31, 2020. Seller subsequently loaned approximately $879,000 to the Company in April 2020, equaling an aggregate total of approximately $5,575,000 in Seller loans pursuant to the Extension Amendment and the Amended Seller Note.
||In addition, the Seller agreed that the Seller Loans may include additional amounts to cover certain costs and expenses that the Company will reasonably incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination or the Extended Date and the total of all such costs and expenses shall not exceed a total of $300,000 in the aggregate for all Extensions through the Extended Date. No Seller Loan may exceed $1,000,000 in the aggregate (including loans to fund costs and expenses). The Seller Loans made on or about October 23, 2019, December 21, 2019 and January 21, 2020, each in the principal amount of approximately $979,000 under the Amended Seller Note reflects a loan to fund the Company’s Contributions to the Trust Account of approximately $879,000 plus $100,000 to fund the costs and expenses that the Company reasonably expects incur in connection with the continuation of operations until the earlier of the consummation of the Business Combination or the Extended Date. As of March 31, 2020, the Company had borrowed in respect of its costs and expenses a total of $300,000 in the aggregate.
||We have outstanding 30,000,000 public warrants and 17,500,000 private placement warrants each entitling the holder to acquire 0.5 of a share of our Class A common stock, par value $0.0001 per share (the “Class A common stock”) at an exercise price of $5.75. The Warrant Amendments would involve all our outstanding public warrants and private placement warrants being cancelled at the Closing or as soon as practicable thereafter in exchange for either (i) $1.00 in cash per warrant, if the aggregate gross cash proceeds from the Trust Account at the Closing (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any private investment in public equity financing with private investors (“PIPE Financing”) (if consummated)) equals at least $225 million or (ii) $0.50 in cash and 0.055 of a share of Blue Impact common stock per warrant, if the aggregate gross cash proceeds from the Trust Account at the Closing (after all redemptions of shares of Class A common stock in connection with the Business Combination but including any proceeds received by the Company from any PIPE Financing (if consummated)) is less than $225 million. However, in respect of at least 14,587,770 of the 17,500,000 private placement warrants owned by our Sponsor, our Sponsor has agreed to receive all stock in such exchange at a rate of 0.11 of a share of Blue Impact common stock per warrant (or 1,604,655 share in total) and that such private placement warrants may not be exchanged for cash notwithstanding the terms of the Private Warrant Amendment. The Company further agreed to offer the option to certain institutional investors of Sponsor, who are the beneficial owners of the remaining 2,912,230 private placement warrants in the aggregate (which are held of record by the Sponsor), to exchange such private placement warrants for either (a) 0.11 shares of Blue Impact common stock per private placement warrant or (b) the same consideration as set forth in the Private Warrant Amendment; provided, that if such beneficial owners cease to beneficially own any of such private placement warrants for any reason, such private placement warrants shall revert back to the Sponsor and shall be exchanged solely for 0.11 shares of Blue Impact common stock per private placement warrant and may not be exchanged for cash notwithstanding the terms of the Private Warrant Amendment. We expect the beneficial owners of the remaining 2,912,230 private placement warrants to exchange their private placement warrants for the same consideration as the public warrants pursuant to the Public Warrant Amendment. For more information on the proposed warrant amendments, please see the preliminary consent solicitation statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 31, 2020.
|Business Combination, description
||The Company’s Charter and final IPO prospectus dated November 16, 2017, (which was filed with the SEC on November 17, 2017) provided that the Company had until November 21, 2019 to complete a business combination. In order to provide the Company additional time to complete the Business Combination, on October 22, 2019 the Company’s stockholders approved an Extension Amendment (the “Extension Amendment”) in order to extend the deadline to complete the Business Combination from November 21, 2019 to December 21, 2019 and thereafter at the Company’s option or upon the Sellers request up to five times, initially to January 21, 2020, and thereafter by up to four additional 30-day periods ending on May 20, 2020. The deadline to consummate the Business Combination is currently extended to May 20, 2020. On April 21, 2020, the Company filed a definitive proxy on Schedule 14A related to the Second Extension (as discussed below in more detail). The Company intends to hold the special meeting for the Second Extension and, if approved, effect a further extension of the Extended Date to November 20, 2020 only if the Business Combination is not consummated by the Extended Date. While the purpose of the Extension Amendment (and, if approved, the Second Extension) is to allow the Company more time to complete the proposed Business Combination, if the Business Combination is terminated the Company may seek to use the Extension (and, if approved, the Second Extension) to complete an alternative business combination (which effort would likely be impractical as of the date these financial statements are issued). The Company may continue to withdraw from the Trust Account amounts necessary for taxes, and for working capital of up to $750,000 annually (on a pro rata basis), during the period of the Extension Amendment