Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered
Sales
On
May 2, 2019, the Sponsor paid $25,000, or approximately $0.002 per share, on our behalf in exchange for a capital contribution
and in consideration of 11,500,000 shares of Class B common stock, par value $0.0001 per share. Such securities were issued in
connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”). On September 3, 2019, the remainder of the underwriters’
over-allotment option expired and the Sponsor forfeited 250,000 Founder Shares. As of September 30, 2020, there were 11,250,000
shares of Class B common stock outstanding.
On
July 22, 2019, the Sponsor purchased 7,333,333 Private Placement Warrants, each exercisable to purchase one share of Class A common
stock at $11.50 per share, at a price of $1.50 per warrant ($11,000,000 in the aggregate), in a private placement that closed
simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
No
underwriting discounts or commissions were paid with respect to such sales.
23
Use
of Proceeds
In
connection with the Initial Public Offering, we incurred offering costs of approximately $25.36 million (including underwriting
commissions of approximately $9.0 million and deferred underwriting commissions of approximately $15.75 million). Other incurred
offering costs consisted principally preparation fees related to the Initial Public Offering. After deducting the underwriting
discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business
Combination, if consummated) and the Initial Public Offering expenses, $450 million of the net proceeds from our Initial Public
Offering and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in
the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds
from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly
Report on Form 10-Q.
There
has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described
in the Company’s final prospectus related to the Initial Public Offering.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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