BACKGROUND
The Company
We are a blank
check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. We were incorporated in Delaware on October 9,
2017.
On December 12, 2018, we consummated our IPO of 12,500,000 units at a price of $10.00 per unit (the
units
),
generating gross proceeds of $125,000,000. Each unit consists of one share of our common stock; three-quarters (3/4) of one warrant to purchase one share of our common stock (
Public Warrant
), and one right to receive
one-tenth
(1/10) of one share of our common stock upon the completion of the Kaleyra Business Combination. Each Public Warrant is exercisable for one share of common stock at a price of $11.50 per full share.
Simultaneously with the closing of the IPO and the sale of the units, we consummated the private placement (
Private Placement
) of 489,500 units (the
Private Placement Units
), at a price of $10.00
per Private Placement Unit, with each of the Founders (the
Unit Purchase Agreements
). Among the Founders, the Sponsor purchased 356,000 Private Placement Units; Cowen Investments LLC purchased 89,000 Private Placement
Units; Irwin Silverberg purchased 40,050 Private Placement Units; and Jeffrey Bernstein purchased 4,450 Private Placement Units. The Private Placement generated aggregate gross proceeds of $4,895,000. The Private Placement Units are substantially
similar to the units, except for certain differences in the warrants included in the Private Placement Units (the
Private Placement Warrants
). Unlike the Public Warrants, if held by the original holder or its permitted
transferees, the Private Placement Warrants (i) may be exercised for cash or on a cashless basis at such time as they become exercisable, (ii) are not redeemable by us, and (iii) subject to certain limited exceptions, will be subject
to transfer restrictions until thirty (30) days following the consummation of the Kaleyra Business Combination. If the Private Placement Warrants are held by holders other than its initial holders or their permitted transferees, the Private
Placement Warrants will be redeemable by us and exercisable by holders on the same basis as the Public Warrants.
In connection with the IPO, we granted
the underwriters an option to purchase up to an additional 1,875,000 additional units (
Over-Allotment Units
) solely to cover over-allotments, if any, at an offering price of $10.00 per Over-Allotment Unit. On
January 5, 2018, the underwriters exercised their over-allotment option in full, and on January 9, 2018, the underwriters purchased 1,875,000 Over-Allotment Units, generating gross proceeds of $18,750,000.
On January 9, 2018, a second closing of the Private Placement was consummated, resulting in the purchase of 8,756 additional Private Placement Units
by the Founders at a purchase price of $10.00 per Private Placement Unit. The Sponsor purchased 6,368 additional Private Placement Units; Cowen Investments LLC purchased 1,592 additional Private Placement Units; Mr. Silverberg purchased
716 additional Private Placement Units; and Mr. Bernstein purchased 80 additional Private Placement Units. The Second Closing generated aggregate gross proceeds of $87,560. Cowen Investments LLC subsequently transferred its securities to an
affiliate, Cowen Investments II LLC (
Cowen
).
As of March 31, 2019, we had approximately $147,256,962 (including interest
but less the funds used to pay taxes) in the trust account.
The mailing address of our principal executive office is 2479 E. Bayshore Rd., Suite 200,
Palo Alto, CA 94303, and its telephone number is (650)
276-7040.
The Proposed
Business Combination
As previously announced on February 22, 2019, we agreed to acquire Kaleyra in the Kaleyra Business Combination pursuant to
the terms of the Stock Purchase Agreement. Our Board believes that the Kaleyra
11