INFORMATION ABOUT THE COMPANY
General
We are a blank check company formed as a Delaware corporation on August 28, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to our entering into the Purchase Agreement, we have focused our search on companies that have recently emerged from bankruptcy court protection. Our management team and Mudrick Capital, an affiliate of our sponsor, have extensive experience investing in post-restructured companies. We believe that this experience makes us very well situated to identify, source, negotiate and execute a business combination at a favorable valuation with an attractive post-restructured company.
Pursuant to the IPO, the Company sold 20,800,000 units at a price of $10.00 per unit, inclusive of 800,000 units sold on February 28, 2018 upon the underwriters’ election to partially exercise their over-allotment option. Each unit consists of one public share and one redeemable warrant (each, a “public warrant”). Each public warrant entitles the holder to purchase one public share at a price of $11.50 per share. On September 25, 2017, our sponsor purchased 5,750,000 founder shares for an aggregate price of $25,000. The founder shares will automatically convert into shares of Class A common stock at the time of the Company’s initial business combination and are subject to certain transfer restrictions. Holders of founder shares may also elect to convert their founder shares into an equal number of shares of Class A common stock, subject to adjustment, at any time. As a result of the underwriters’ election to partially exercise their over-allotment option on February 28, 2018, 550,000 founder shares were forfeited. The founder shares will be worthless if we do not complete an initial business combination.
On January 24, 2018, pursuant to a forward purchase contract with us, our sponsor has committed to purchase, in a private placement for gross proceeds of $25,000,000 to occur concurrently with the consummation of our initial business combination, 2,500,000 of our units on substantially the same terms as the sale of units in our initial public offering at $10.00 per unit, and 625,000 shares of Class A common stock. The funds from the sale of units may be used as part of the consideration to the sellers in the initial business combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and provides us with a minimum funding level for the initial business combination.
The net proceeds of our initial public offering deposited into the trust account remain on deposit in the trust account earning interest. As of January 23, 2020, there was approximately $215,830,426 held in the trust account and approximately $39,602 held outside the trust account available for working capital purposes.
Mudrick Capital Management, L.P. is the managing member of our sponsor and has voting and investment discretion with respect to the securities held by our sponsor. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P.
Effecting Our Initial Business Combination
We are not presently engaged in, and we will not engage in, any operations until after the completion of our initial business combination. We intend to effect such business combination using cash held in our trust account (after any redemptions), the proceeds of the forward purchase with our sponsor, the proceeds from a private placement pursuant to subscription/backstop agreements with certain investment funds affiliated with or managed by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC or Wolverine Asset Management, LLC and Wolverine Flagship Fund Trading Limited (including those entered prior to the date hereof and those that may be entered into after the date hereof and prior to the consummation of our initial business combination), additional funds, if any, otherwise available at closing, and the issuance of shares of our common stock.