SEC Filing Summary: Experience Investment Corp. (EXPC)
Business Context and Reporting Period
This Form 8-K, filed on September 18, 2019, reports the consummation of the Initial Public Offering (IPO) by Experience Investment Corp., a Special Purpose Acquisition Company (SPAC). The reporting period covers the IPO pricing on September 12, 2019, and the closing on September 17, 2019. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
- IPO Gross Proceeds: $275,000,000 from the sale of 27,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $7,500,000 from the sale of 5,000,000 Private Placement Warrants to the Sponsor at $1.50 per warrant.
- Total Capital Raised: $282,500,000.
- Trust Account Funding: $275,000,000 deposited into a U.S.-based trust account. This includes $269,500,000 from IPO proceeds (inclusive of $9,625,000 deferred underwriting discount) and $5,500,000 from Private Placement Warrant proceeds.
- Warrant Exercise Price: $11.50 per share for public warrants.
Material Changes and Agreements
The filing details the entry into several material definitive agreements effective September 12, 2019, including an Underwriting Agreement with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC. The company also filed an Amended and Restated Certificate of Incorporation. A key structural change is the establishment of a 24-month deadline from the IPO closing to complete an initial business combination, failing which public shares must be redeemed.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months of the IPO closing (by September 17, 2021).
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro-rata portion of the trust account if the company fails to complete a business combination within the specified timeframe or if shareholders vote to amend specific provisions of the charter.
- Trust Account Restrictions: Funds in the trust account are generally not accessible until the completion of a business combination, a vote to amend the charter, or a liquidation event, except for interest earnings used to pay taxes.
- Private Placement Warrants: These warrants are non-transferable for 30 days after the initial business combination and are not redeemable by the company while held by the Sponsor.
Investor Verification Checklist
- Verify the exact date of the 24-month deadline for the initial business combination.
- Confirm the terms regarding the deferred underwriting discount of $9,625,000 and its impact on net proceeds.
- Review the Amended and Restated Certificate of Incorporation for specific redemption thresholds and voting requirements.
- Assess the Sponsor's commitment and the restrictions on the Private Placement Warrants.
- Monitor the company's progress in identifying a target for the initial business combination within the 24-month window.