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Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

  

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

 

On July 25, 2020, the Company entered into the Business Combination Agreement with Clever Leaves, Holdco and Merger Sub, pursuant to which the Company agreed to combine with Clever Leaves in the Clever Leaves Business Combination that will result in both Clever Leaves and the Company becoming wholly-owned subsidiaries of Holdco. Pursuant to the Business Combination Agreement, as consideration for the Clever Leaves Business Combination, (i) the Company’s stockholders will receive one Holdco common share in exchange for each share of the Company’s common stock held by them and (ii) the Clever Leaves shareholders will receive the Arrangement Consideration with a value equal to (a) $229,500,000, minus (b) Clever Leaves’ net debt, minus (c) the amount, if any, by which Clever Leaves’ transaction expenses exceed Clever Leaves’ transaction expenses cap, plus (d) the amount, if any, by which the Company’s transaction expenses exceed the Company’s transaction expenses cap, minus (e) the aggregate value of the issued and outstanding options and warrants of Clever Leaves that are being converted into options and warrants of Holdco in the Clever Leaves Business Combination. The Arrangement Consideration minus the Cash Arrangement Consideration will be paid to Clever Leaves shareholders in Holdco common shares, based on a price per share of $10.00, and the Cash Arrangement Consideration will be paid to certain Clever Leaves shareholders in cash.

 

On July 29, 2020, the Sponsor committed to provide the Company an aggregate of $500,000 in loans in order to finance transaction costs in connection with a Business Combination. To the extent advanced, the loans will be evidenced by a promissory note, will be non-interest bearing, unsecured and will only be repaid upon the completion of a Business Combination. The loans may also be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, no amounts have been borrowed under the commitment.