Business Context and Reporting Period
This Form 8-K reports on events occurring on April 4, 2017, for Kayne Anderson Acquisition Corp. (the "Company"). The filing details the consummation of the Company's initial public offering (IPO) and a simultaneous private placement. The Company is a Delaware corporation organized as a special purpose acquisition company.
Key Financial Metrics
- IPO Proceeds: The Company sold 35,000,000 units at $10.00 per unit, generating gross proceeds of $350,000,000.
- Private Placement Proceeds: The Company sold 6,000,000 warrants to its sponsor at $1.50 per warrant, generating gross proceeds of approximately $9,000,000.
- Trust Account Funding: A total of $350,000,000 was placed in a trust account. This amount includes $343,000,000 from the IPO (which incorporates approximately $12,250,000 of deferred underwriting discount) and $7,000,000 from the private placement.
- Warrant Terms: Each unit includes one-third of a warrant exercisable at $11.50 per share.
- Debt and Liquidity: The filing does not provide specific data on existing debt obligations or operating cash flows, as the Company was formed for the purpose of the IPO. Liquidity is primarily represented by the funds held in the trust account.
Material Changes
This filing represents the Company's initial capitalization event. There is no prior comparable period for revenue or operating profit as the Company had not commenced operations prior to this date. The material change is the transition from a pre-IPO entity to a publicly traded company with $350,000,000 in trust assets.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard structure of a SPAC IPO. The primary contingency noted is the placement of funds in a trust account maintained by American Stock Transfer & Trust Company. An audited balance sheet as of April 4, 2017, is included as Exhibit 99.1.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash balance and any initial liabilities.
- Confirm the terms of the deferred underwriting discount ($12,250,000) and the conditions for its payment.
- Review the trust agreement to understand the restrictions on the $350,000,000 held in trust.
- Examine the warrant exercise price ($11.50) and the specific terms regarding the private placement warrants versus public warrants.