Business Context and Reporting Period
This Form 8-K reports on events occurring on January 17, 2018, for Platinum Eagle Acquisition Corp. (the "Company"), a Cayman Islands-based special purpose acquisition company (SPAC). The filing details the consummation of the Company's initial public offering (IPO) and a concurrent private placement. Note: The input metadata references "Target Hospitality Corp.", but the filing text explicitly identifies the registrant as Platinum Eagle Acquisition Corp.
Key Financial Metrics
- IPO Gross Proceeds: $325,000,000 from the sale of 32,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: Approximately $8,000,000 from the sale of 5,333,334 warrants at $1.50 per warrant.
- Total Funds Raised: Approximately $333,000,000.
- Trust Account Balance: $325,000,000 deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
- Deferred Underwriting Discount: $11,375,000 included within the trust account proceeds, payable upon a business combination.
- Warrant Exercise Price: $11.50 per share.
Material Changes
The filing represents the Company's initial capitalization event. There is no prior comparable period for revenue or operating profit as the Company was formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The primary material change is the transition from a pre-IPO entity to a publicly traded company with significant cash liquidity held in trust.
Outlook, Risks, and Contingencies
- Business Objective: The Company intends to pursue a business combination with a target company. The funds in the trust account are intended to fund this transaction.
- Contingency: The deferred underwriting discount of $11,375,000 is contingent upon the consummation of a business combination.
- Financial Statements: An audited balance sheet as of January 17, 2018, reflecting the receipt of proceeds, is included as Exhibit 99.1.
- Emerging Growth Company: The registrant has elected to be treated as an emerging growth company.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash balance and liabilities as of January 17, 2018.
- Confirm the terms of the trust agreement with Continental Stock Transfer & Trust Company regarding the release of funds.
- Review the underwriting agreement to understand the conditions for the $11,375,000 deferred discount payment.
- Check subsequent filings for the identification of a target business combination.