UWM (US:UWMC)2020-11-05 21:42Financing and Capital Structure - The Company raised an aggregate of $425,000,000 from its Public Offering and $10,500,000 from the sale of Private Placement Warrants to finance a Business Combination[30]. - The Company sold 42,500,000 units at a price of $10.00 per unit on January 28, 2020, generating gross proceeds of $425,000,000[65]. - The Company is committed to pay a deferred underwriting discount totaling $14,875,000 or 3.50% of the gross offering proceeds upon consummation of a Business Combination[79]. - The Company authorized the issuance of 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock[87]. - The Sponsor purchased 11,500,000 Founder Shares for an aggregate purchase price of $25,000, approximately $0.002 per share[68]. Trust Account and Assets - As of September 30, 2020, the Trust Account held $425,323,144, which is intended for a Business Combination and consisted of money market funds[58]. - The Company has $425,323,144 in money market funds held in its Trust Account as of September 30, 2020[84]. - The investment securities in the Trust Account consist entirely of money market funds, amounting to $425,323,144[131]. - As of September 30, 2020, the Trust Account held $425,323,144, which includes accrued interest and dividends, for the purpose of consummating the Business Combination[131]. - The effective annualized rate of return generated by the investments in the Trust Account was approximately 0.03% as of September 30, 2020[131]. Business Combination and Operations - The Company has 24 months from the IPO Closing Date to complete the Business Combination, or it will cease operations and redeem public shares[38]. - The Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[34]. - If the Company does not complete its Business Combination by January 28, 2022, it will redeem 100% of the common stock sold in the Public Offering[62]. - The Company will not redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001[51]. Financial Performance and Liabilities - The net loss per Class A Common Stock for the three months ended September 30, 2020, was $(0.10)[45]. - As of September 30, 2020, the Company had current liabilities of $4,502,000 and working capital of ($4,028,767) largely due to amounts owed to professionals and consultants[64]. - The Company incurred offering costs totaling $24,185,743, including $23,375,000 in underwriter's fees, which were charged to stockholders' equity[48]. Tax and Administrative Matters - The effective tax rate for the Company is estimated to be 21%[80]. - The Company has evaluated tax positions and concluded there was no impact related to uncertain tax positions for the period ended September 30, 2020[83]. - The Company has entered into an administrative services agreement to pay $20,000 a month for office space and support services[77]. Risk Management - The Company has not experienced losses on cash accounts that may exceed the Federal depository insurance coverage of $250,000[46]. - The company has not engaged in any hedging activities during the nine months ended September 30, 2020[132]. - There are no expectations for the company to engage in hedging activities regarding market risk exposure[132]. Shareholder Rights and Adjustments - The Company has waived rights to a conversion price adjustment with respect to any shares of common stock held in connection with the Proposed Business Combination[41].