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Note 4 - Related Party Transactions
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
Note
4
- Related Party Transactions
 
Founders’ Shares
 
In connection with the organization of the Company, a total of
10,062,500
shares of Class B common stock were sold to the Sponsor at a price of approximately
$0.002
per share for an aggregate of
$25,000
("Founders' Shares"). In
March 2018,
our Sponsor returned to us, at
no
cost, an aggregate of
1,437,500
Founders’ Shares, which we cancelled, leaving an aggregate of
8,625,000
Founders’ Shares outstanding. In
March 2018,
our Sponsor transferred
40,000
Founders’ Shares to each of its
three
independent director nominees resulting in a total of
120,000
Founders’ Shares transferred to our independent director nominees. In
April 2018,
we effected a stock dividend of
0.2
shares of Class B common stock for each outstanding share of Class B common stock, resulting in our Sponsor and independent director nominees holding an aggregate of
10,350,000
Founders’ Shares. The Sponsor would have been required to forfeit only a number of shares of Class B common stock necessary to continue to maintain the
20.0%
ownership interest in our shares of common stock after giving effect to the offering and exercise, if any, of the underwriters' over-allotment option. As a result of the full exercise of the underwriters' over-allotment option,
no
shares were forfeited.
 
Subject to certain limited exceptions,
50%
of the Founders' Shares will
not
be transferred, assigned, sold until the earlier of: (i)
one
year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company's Class A common stock equals or exceeds
$12.00
per share (as adjusted) for any
20
trading days within any
30
-trading day period commencing after the initial Business Combination, and the remaining
50%
of the Founders' Shares will
not
be transferred, assigned, sold until
one
year after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the Company's initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all stockholders having the right to exchange their common stock for cash, securities or other property.
 
Related Party Loans
 
The Sponsor loaned the Company an aggregate of up to
$200,000
to cover expenses related to the Company's formation and the Public Offering. The note was executed on
December 16, 2017
and the Company requested and received
$200,000
in funds on
January 5, 2018.
The Company repaid the note on
April 17, 2018
in full without interest.
 
We do
not
believe we will need to raise additional funds following the offering to meet the expenditures required for operating our business. However, to finance transaction costs in connection with an intended initial Business Combination, our Sponsor, officers, directors or their affiliates
may,
but are
not
obligated to, loan us funds as
may
be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event the initial Business Combination does
not
close, we
may
use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but
no
proceeds from our Trust Account would be used for such repayment. Up to
$1,500,000
of such loans
may
be convertible into private placement warrants of the post Business Combination entity at a price of
$1.00
per private placement warrant at the option of the lender.
 
Administrative Service Agreement
 
Commencing on
April 13, 2018,
the date of the listing of our securities on the NASDAQ, through the earlier of our consummation of our initial Business Combination or our liquidation, we have agreed to pay our Sponsor or
one
of its affiliates
$10,000
per month for up to
18
months to entice our Sponsor to make available to us certain general and administrative services, including office space, utilities and administrative support, as we
may
require from time to time. The Company incurred administrative expenses of
$30,000
and
$26,000
for the
three
-month periods ended
June 30, 2019
and
June 30, 2018,
respectively. For the
six
-month periods ended
June 30, 2019
and
June 30, 2018,
the Company incurred
$60,000
and
$26,000
for administrative services, respectively. From the IPO Closing Date through
June 30, 2019,
the Company paid
$120,000
to an affiliate of our Sponsor, with funds received from the Trust Account, for administrative services. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.
 
Private Placement
 
As discussed in Note
1,
the Sponsor purchased an aggregate of
10,280,000
private placement warrants at
$1.00
per private placement warrant (for a total purchase price of
$10,280,000
) from us simultaneous with the closing of the Public Offering. Each whole private placement warrant is exercisable for
one
whole share of the Company’s Class A Common Stock at a price of
$11.50
per share. A portion of the purchase price of the private placement warrants was added to the proceeds from the Public Offering held in the Trust Account. If the initial Business Combination is
not
completed within
18
months from the closing of the Public Offering, the proceeds from the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
 
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions,
not
to transfer, assign or sell any of their private placement warrants until
30
days after the completion of the initial Business Combination.
 
Forward Purchase Agreement
 
In
April 2018,
HighPeak Energy Partners, LP ("HighPeak LP") entered into a forward purchase agreement with us that provides for the purchase by HighPeak LP of an aggregate of up to
15,000,000
shares of our Class A common stock and
7,500,000
warrants for
$10.00
per forward unit, for an aggregate purchase price of up to
$150,000,000
in a private placement that will close simultaneously with the closing of our initial Business Combination. HighPeak LP is a limited partnership affiliated with our Sponsor. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by HighPeak LP, its affiliates or its permitted transferees, and the forward purchase shares are identical to the shares of Class A common stock included in the Units sold in the Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights, as described in the forward purchase agreement. HighPeak LP's commitment under the forward purchase agreement
may
be reduced under certain circumstances as described in the agreement.
 
Warrant Tender Offer
 
Our Sponsor has committed to offer or cause an affiliate to offer to purchase, at
$1.00
per public warrant (exclusive of commissions), the outstanding public warrants in a tender offer that would commence after our announcement of an initial Business Combination and occur in connection with such Business Combination. The warrant tender offer would
not
be conditioned upon any minimum number of warrants being tendered.
 
Our Sponsor has also committed to offer or cause an affiliate to offer to purchase, at
$1.00
per public warrant (exclusive of commissions), the outstanding public warrants in a tender offer that would commence after our filing of a proxy statement or information statement with respect to a proposed amendment to our amended and restated certificate of incorporation that would affect the substance of timing of our obligation to redeem
100%
of our public shares if we do
not
complete a Business Combination within
18
months from the closing of the Public Offering. Any such purchases would occur in connection with the effectiveness of such amendment.
 
In
April 2018,
an affiliate of our Sponsor deposited cash funds in an amount equal to
$20,700,000
with Continental Stock Transfer & Trust Company prior to the closing of the Public Offering. The funds held in the escrow account
may
be used (or the letter of credit referred to below
may
be drawn upon) to pay
$1.00
per whole warrant to holders of public warrants (excluding private placement warrants or forward purchase warrants) that tender in the tender offer for the public warrants. At any time, our Sponsor or its affiliate
may
substitute a letter of credit from a financially capable bank in good standing in lieu of cash or cash in lieu of a letter of credit. Neither funds in the escrow account nor the letter of credit shall be held in trust nor comprise any portion of any pro-rata distribution of our Trust Account. In the event a Business Combination is announced and a tender offer for the warrants is made, but the Business Combination is later abandoned, the tender offer will
not
be closed, and the warrants will be returned to the holders.
 
In the event we are unable to close a Business Combination within the allotted time, the escrow agent will be authorized to transfer
$1.00
per whole public warrant, to holders of public warrants other than our sponsor and its affiliates, at the same time as we redeem our public shares, and all warrants will expire worthless.