Acquisition Strategy - The company is focused on acquiring middle market companies or assets valued between 500millionand1.0 billion of enterprise value in the Natural Resources and METS sectors[16]. - The management team has invested over 1.5billioninmorethan40NaturalResourceandMETStransactions,indicatingextensiveexperienceinthesector[13].−CurrentmarketconditionshaveledtomanyNaturalResourcesandMETScompaniesfacingundercapitalization,increasingthenumberofinvestmentopportunities[13].−Themanagementteambelievesthatcapitalconstraintsinthenaturalresourcevaluechainpresentattractiveacquisitionopportunities[16].−Thecompanyintendstoutilizearesearch−intensive,analyticalprocesstosourceinvestmentopportunities,leveragingthemanagementteam′sindustryexperience[19].−Themanagementteamisexpectedtoimprovethestrategicandoperationalperformanceofacquiredassetsandbusinesses[20].−Themanagementteamwillconductdisciplinedvaluationanalysesandrigorousduediligenceaspartoftheacquisitionprocess[19].−ThecompanymaypursueanAffiliatedJointAcquisitionwithentitiesaffiliatedwithitsExecutiveChairmanandsponsor,contingentonregulatorycomplianceandmutualbenefits[25].−ThemanagementteamhasextensiveexperienceandrelationshipsintheNaturalResourcesandMETSsectors,enhancingthepotentialforbusinesscombinations[36].FinancialResources−Thecompanyhas221,060,045 available for an initial business combination, before deducting 7,718,227indeferredunderwritingfees[45].−Thecontingentforwardpurchaserhasacontracttobuyupto5,000,000unitsat10.00 each, totaling up to 50,000,000[30].−Thecompanyintendstoeffectuateitsinitialbusinesscombinationusingcashfromitsinitialpublicoffering,privateplacementwarrants,andacontingentforwardpurchasecontractofupto50,000,000 to purchase up to 5,000,000 units[46]. - The company may seek to raise additional funds through private offerings of debt or equity securities to target larger businesses than those that could be acquired with the net proceeds from the initial public offering[48]. - The company has access to approximately 886,279fromtheproceedsofitsinitialpublicofferingheldoutsidethetrustaccountasofDecember31,2018[90].BusinessCombinationandRedemption−Thecompanyaimstocompleteoneormorebusinesscombinationswithanaggregatefairmarketvalueofatleast805,000,001 upon consummation of the initial business combination[71]. - If stockholders tender more shares than offered, the tender offer will be withdrawn, and the initial business combination will not be completed[68]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[73]. - The redemption price will be equal to the aggregate amount in the trust account divided by the number of outstanding public shares, minus up to 100,000fordissolutionexpenses[80].−IftheinitialbusinesscombinationisnotcompletedbyMay20,2020,thecompanywillceaseoperations,redeempublicshares,andliquidate[80].−Theper−shareredemptionamountforstockholdersupondissolutionisprojectedtobe10.00, but actual amounts may be lower due to creditor claims[85]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[41]. - The company intends to remain an emerging growth company until it meets specific revenue or market value thresholds[44]. - The company will provide public stockholders the opportunity to redeem shares of Class A common stock upon completion of the initial business combination, either through a stockholder meeting or a tender offer[65]. - If stockholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation and file proxy materials with the SEC[69]. - A quorum for the stockholder meeting requires a majority of the voting power, and only 37.5% of public shares (8,269,529 out of 22,052,077) need to vote in favor for the initial business combination to be approved[70]. - The company’s sponsor, officers, and directors have waived rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed by the deadline[81]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2019, as mandated by the Sarbanes-Oxley Act[102]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[23]. - The company plans to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification[54]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that it will be available[45]. - The company does not currently anticipate engaging professional firms for business acquisitions but may do so in the future if deemed beneficial[50]. - The company has sought waivers from vendors and service providers regarding claims to the trust account, but there is no guarantee these will be executed[86]. - Stockholders may be liable for claims by third parties to the extent of distributions received in a dissolution scenario[91]. - If the trust account proceeds fall below 10.00perpublicshareduetoassetvaluereductions,thecompanycannotassurethatstockholderswillreceivethisamount[89].−Thecompanyhasnotreservedforindemnificationobligationsrelatedtoclaimsagainstthetrustaccount,raisingconcernsabouttheabilitytosatisfysuchobligations[88].OperationalStructure−Thecompanyhasagreedtopayanaffiliateofitssponsoratotalof10,000 per month for office space and administrative support[50]. - The company currently has four officers who are not obligated to devote specific hours to its affairs until the initial business combination is completed[99]. - Financial statements of prospective target businesses will be provided to stockholders as part of the tender offer materials, which may limit the pool of potential targets[101].
Advent(ADN)2019-04-01 21:01