PART I. FINANCIAL INFORMATION This section presents the unaudited condensed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Pivotal Investment Corporation II Financial Statements The unaudited condensed financial statements for Pivotal Investment Corporation II as of June 30, 2019, reflect its early-stage status before its July 2019 IPO, showing minimal activity related to formation costs and initial sponsor funding Condensed Balance Sheet As of June 30, 2019, the company had total assets of $170,781, primarily consisting of deferred offering costs, with liabilities of $146,235 and total stockholders' equity of $24,546 Condensed Balance Sheet as of June 30, 2019 (Unaudited) | Category | Amount ($) | | :--- | :--- | | ASSETS | | | Current assets – Cash | $37,045 | | Deferred offering costs | $133,736 | | Total Assets | $170,781 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | Promissory note – related party | $125,000 | | Total Current Liabilities | $146,235 | | Total Stockholders' Equity | $24,546 | | Total Liabilities and Stockholders' Equity | $170,781 | Condensed Statements of Operations For the period from inception on March 20, 2019, through June 30, 2019, the company incurred a net loss of $454 entirely from formation and operating costs, with basic and diluted net loss per share of $0.00 Net Loss (Unaudited) | Period | Net Loss ($) | | :--- | :--- | | Three Months Ended June 30, 2019 | $(79) | | From March 20, 2019 (Inception) to June 30, 2019 | $(454) | Condensed Statements of Changes in Stockholders' Equity From inception to June 30, 2019, stockholders' equity increased to $24,546, driven by a $25,000 capital contribution from the Sponsor for 5,750,000 Class B common shares, offset by an accumulated deficit of $454 - The Sponsor purchased 5,750,000 shares of Class B common stock for $25,00018 - The accumulated deficit as of June 30, 2019, was $454, resulting in a total stockholders' equity of $24,54618 Condensed Statement of Cash Flows For the period from inception through June 30, 2019, net cash provided by financing activities was $37,124, primarily from a $125,000 related-party loan and a $25,000 stock issuance, resulting in an ending cash balance of $37,045 Cash Flow Summary (Inception to June 30, 2019) | Category | Amount ($) | | :--- | :--- | | Net cash used in operating activities | $(79) | | Net cash provided by financing activities | $37,124 | | Net Change in Cash | $37,045 | | Cash – Ending | $37,045 | Notes to Condensed Financial Statements The notes clarify the company's blank check nature, detail its July 2019 IPO raising $230 million, and outline related-party transactions and commitments including founder shares, sponsor loans, and a forward purchase agreement - The company was formed to effect a business combination, focusing its search on North American companies ripe for disruption by digital technology2425 - Subsequent to the reporting period, on July 16, 2019, the company completed its Initial Public Offering of 23,000,000 units, generating gross proceeds of $230,000,000, which were placed in a trust account2729 - The Sponsor purchased 5,750,000 Founder Shares for $25,000 and provided a $125,000 loan to cover initial expenses, which was repaid upon the IPO6467 - A managing member of the Sponsor entered into a forward purchase contract to buy up to $150,000,000 of the company's securities concurrently with an initial business combination73 Management's Discussion and Analysis of Financial Condition and Results of Operations As of June 30, 2019, the blank check company had no operations, with activities focused on organizational matters and IPO preparation, resulting in a $454 net loss; post-IPO, $230 million is in a trust account and $1.3 million is available for working capital - The company is a blank check company formed to pursue a business combination, with a focus on North American companies being disrupted by digital technology9192 - From inception (March 20, 2019) to June 30, 2019, the company's only activities were organizational, resulting in a net loss of $454 from operating and formation costs9496 Post-IPO Capitalization (as of July 16, 2019) | Source | Amount ($) | | :--- | :--- | | Gross Proceeds from IPO | $230,000,000 | | Gross Proceeds from Private Placement Warrants | $6,350,000 | | Amount Placed in Trust Account | $230,000,000 | | Cash Available for Working Capital | $1,304,815 | - The company may receive Working Capital Loans of up to $1,500,000 from its sponsor or affiliates to fund transaction costs, which may be convertible into warrants at $1.50 per warrant upon a business combination103 Quantitative and Qualitative Disclosures About Market Risk As of June 30, 2019, the company had no market or interest rate risk exposure; post-IPO, trust account funds will be invested in short-term U.S. government securities, minimizing future interest rate risk - The company was not subject to any market or interest rate risk as of the reporting date, with future investments from the trust account in short-term U.S. government securities minimizing interest rate risk110 Controls and Procedures As of June 30, 2019, management concluded the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2019112 - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are likely to materially affect, these controls113 PART II. OTHER INFORMATION This section details unregistered equity sales, the use of IPO proceeds, and lists the exhibits filed with the quarterly report, including required certifications [Unregistered Sales of Equity Securities and Use of Proceeds](index=21&type=section&id=ITEM%205.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECU RITIES%20AND%20USE%20OF%20PROCEEDS) This section details unregistered equity sales, including the Sponsor's purchase of 5,750,000 Class B shares for $25,000 and 4,233,333 Private Placement Warrants for $6.35 million, alongside the use of $230 million IPO proceeds - In March 2019, the Sponsor acquired 5,750,000 shares of Class B common stock for a capital contribution of $25,000 in a transaction exempt from registration under Section 4(a)(2) of the Securities Act115 - Simultaneously with the IPO, the Sponsor purchased 4,233,333 Private Placement Warrants at $1.50 each, for total proceeds of $6,350,000, in a private placement also exempt under Section 4(a)(2)117 - The IPO of 23,000,000 units at $10.00 per unit generated gross proceeds of $230,000,000, with total transaction costs of $13,185,704, including $8,050,000 in deferred underwriting fees116118 Exhibits This section lists exhibits filed with the quarterly report, including certifications by the Principal Executive Officer and Principal Financial Officer as required by Sarbanes-Oxley, and XBRL data files Filed Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1, 31.2 | Certifications of Principal Executive Officer and Principal Financial Officer (Section 302) | | 32 | Certification of Principal Executive Officer (Section 906) | | 101 Series | XBRL Instance Document and related taxonomy files |
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