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Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
 
 
FAR POINT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
001-38521
  
82-4710750
(State or other jurisdiction of
incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
18 West 18
th
Street
New York, NY 10011
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 715-3880
 
 
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
  
Ticker
Symbol
  
Name of each exchange
on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant to purchase one share of Class A Common Stock
  
FPAC.UN
  
The New York Stock Exchange
Shares of Class A common stock, par value $0.0001 per share
  
FPAC
  
The New York Stock Exchange
Warrants, exercisable for one share of Class A Common Stock for $11.50 per share
  
FPAC.WS
  
The New York Stock Exchange
 
 
Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes
  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated
filer		   ☐    Smaller reporting company   ☒
     Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
    
Yes  
☒
    No  ☐
As of August 7, 2020, 63,250,000 shares of Class A common stock, par value $0.0001 per share, and 15,812,500 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.
 
 
 
 
Table of Contents
FAR POINT ACQUISITION CORPORATION
Form 10-Q
Table of Contents
 
        
Page No.
  
     1  
Item 1.
        1  
       1  
       2  
       3  
       4  
       5  
Item 2.
        15  
Item 3.
        20  
Item 4.
        20  
     21  
Item 1.
        21  
Item 1A.
        21  
Item 2.
        21  
Item 3.
        21  
Item 4.
        21  
Item 5.
        21  
Item 6.
        21  
Table of Contents
PART I—FINANCIAL
INFORMATION
 
Item 1.
Financial Statements
FAR POINT
ACQUISITION
CORPORATION
CONDENSED BALANCE
SHEETS
 
    
June 30, 2020
     
December 31, 2019
  
    
(Unaudited)
         
Assets:
      
Current assets:
      
Cash
    $ 516,847      $ 1,051,725  
Prepaid expenses and other current assets
      463,299        157,646  
  
 
 
     
 
 
  
Total current assets
      980,146        1,209,371  
Investments held in Trust Account
      651,392,585        649,394,916  
Other assets
      —          25,525  
  
 
 
     
 
 
  
Total Assets
   
$
 652,372,731
 
   
$
 650,629,812
 
  
 
 
     
 
 
  
Liabilities and Stockholders’
Equity
:
      
Current liabilities:
      
Accounts payable
    $ 222,256      $ 1,978  
Accrued expenses
      9,732,227        2,191,463  
Income tax payable
      —          —    
Franchise tax payable
      20,000        110,678  
  
 
 
     
 
 
  
Total current liabilities
      9,974,483        2,304,119  
Deferred underwriting commissions
      20,737,500        20,737,500  
  
 
 
     
 
 
  
Total Liabilities
      30,711,983        23,041,619  
Commitments and Contingencies
      
Class A common stock, $0.0001 par value; 61,666,074 and 62,258,819 shares subject to possible redemption at $10.00 per share at June 30, 2020 and December 31, 2019, respectively
     616,660,740        622,588,190  
Stockholders’ Equity:
      
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
     —          —    
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 1,583,926 and 991,181 shares issued and outstanding (excluding 61,666,074 and 62,258,819 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively.
     159        99  
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 15,812,500 shares issued and outstanding at June 30, 2020 and December 31, 2019
     1,581        1,581  
Additional
paid-in
capital
      —          —    
Retained earnings
      4,998,268        4,998,323  
  
 
 
     
 
 
  
Total Stockholders’ Equity
      5,000,008        5,000,003  
  
 
 
     
 
 
  
Total Liabilities and Stockholders’ Equity
   
$
652,372,731
 
   
$
650,629,812
 
  
 
 
     
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
1
Table of Contents
FAR POINT ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 
                                 
    
For the Three Months Ended June 30,
    
For the Six Months Ended June 30,
  
    
2020
    
2019
    
2020
    
2019
  
General and administrative costs
    $ 1,448,351     $ 799,320     $ 8,004,877     $ 1,133,716  
Franchise tax expense
      50,000       50,000       99,664       95,241  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (1,498,351 )      (849,320 )      (8,104,541 )      (1,228,957 ) 
Interest and investment income
      179,103       4,327,095       2,691,097       8,115,944  
  
 
 
    
 
 
    
 
 
    
 
 
  
Income (loss) before income tax expense
      (1,319,248 )      3,477,775       (5,413,444 )      6,886,987  
Income tax expense
      (3,069 )      916,758       514,002       1,738,671  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net (loss) income
    $ (1,316,179 )    $ 2,561,017     $ (5,927,446 )    $ 5,148,316  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class A common stock
      63,250,000       63,250,000       63,250,000       63,250,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income per share, Class A
    $ 0.00     $ 0.05     $ 0.03     $ 0.10  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class B common stock
      15,812,500       15,812,500       15,812,500       15,812,500  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net loss per share, Class B
    $ (0.09 )    $ (0.05 )    $ (0.51 )    $ (0.07 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
2
Table of Contents
FAR POINT ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
    
For the three and six months ended June 30, 2020
  
    
Common Stock
                  
Total

Stockholders’

Equity
  
    
Class A
     
Class B
     
Additional Paid-In

Capital
     
Retained

Earnings
  
    
Shares
     
Amount
     
Shares
     
Amount
  
Balance - December 31, 2019
   
 
991,181
 
   
$
99
 
   
 
15,812,500
 
   
$
 1,581
 
   
$
 —  
 
   
$
4,998,323
 
  
$
5,000,003
 
Class A common stock subject to possible redemption
      461,127        46        —          —          —          4,611,224       4,611,270  
Net loss
      —          —          —          —          —          (4,611,267 )      (4,611,267 ) 
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance - March 31, 2020 (unaudited)
   
 
1,452,308
 
   
 
145
 
   
 
15,812,500
 
   
 
1,581
 
   
 
—  
 
   
 
4,998,280
 
  
 
5,000,006
 
Class A common stock subject to possible redemption
      131,618        14        —          —          —          1,316,167       1,316,181  
Net loss
      —          —          —          —          —          (1,316,179 )      (1,316,179 ) 
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance - June 30, 2020 (unaudited)
   
 
1,583,926
 
   
$
 159
 
   
 
15,812,500
 
   
$
1,581
 
   
$
—  
 
   
$
4,998,268
 
  
$
5,000,008
 
  
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
 
    
For the three and six months ended June 30, 2019
  
    
Common Stock
                 
Total

Stockholders’

Equity
  
    
Class A
    
Class B
     
Additional Paid-In

Capital
    
Retained

Earnings
  
    
Shares
    
Amount
    
Shares
     
Amount
  
Balance - December 31, 2018
   
 
1,891,166
 
  
$
     189
 
  
 
15,812,500
 
   
$
   1,581
 
   
$
             375,406
 
  
$
4,622,826
 
  
$
5,000,002
 
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Common stock subject to possible redemption
      (258,730 )      (26 )      —          —          (375,406 )      (2,211,868 )      (2,587,300 ) 
Net income
      —         —         —          —          —         2,587,299       2,587,299  
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance - March 31, 2019 (unaudited)
   
 
1,632,436
 
  
 
163
 
  
 
15,812,500
 
   
 
1,581
 
   
 
—  
 
  
 
4,998,257
 
  
 
5,000,001
 
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Common stock subject to possible redemption
      (256,101 )      (26 )      —          —          —         (2,560,984 )      (2,561,010 ) 
Net income
      —         —         —          —          —         2,561,017       2,561,017  
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance - June 30, 2019 (unaudited)
   
 
1,376,335
 
  
$
137
 
  
 
15,812,500
 
   
$
1,581
 
   
$
—  
 
  
$
4,998,290
 
  
$
5,000,008
 
  
 
 
    
 
 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
3
Table of Contents
FAR POINT ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
    
For the Six Months Ended June 30,
  
    
2020
    
2019
  
Cash Flows from Operating Activities:
     
Net (loss) income
    $ (5,927,446 )    $ 5,148,316  
Adjustments to reconcile net (loss) income to net cash used in operating activities:
     
Income earned on investments held in Trust Account
      (2,690,964 )      (8,115,790 ) 
Changes in operating assets and liabilities:
     
Prepaid expenses and other current assets
      (305,653 )      7,062  
Other assets
      25,525       —    
Accounts payable
      220,278       11,522  
Accrued expenses
      7,540,764       746,970  
Income tax payable
      —         (1,443,619 ) 
Franchise tax payable
      (90,678 )      (61,798 ) 
  
 
 
    
 
 
  
Net cash used in operating activities
      (1,228,174 )      (3,707,337 ) 
  
 
 
    
 
 
  
Cash Flows from Investing Activities:
     
Investment income released from Trust Account
      693,296       3,182,539  
  
 
 
    
 
 
  
Net cash provided by investing activities
      693,296       3,182,539  
  
 
 
    
 
 
  
Net change in cash
      (534,878 )      (524,798 ) 
Cash - beginning of the period
      1,051,725       1,666,639  
  
 
 
    
 
 
  
Cash - end of the period
   
$
516,847
 
  
$
1,141,841
 
  
 
 
    
 
 
  
Supplemental disclosure of noncash activities:
     
Change in value of Class A common stock subject to possible redemption
    $ 5,927,450     $ 5,148,310  
Supplemental cash flow data:
     
Cash paid for income taxes
    $ 613,296     $ 3,182,289  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4
Table of Contents
FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1—Description of Organization and Business Operations
Organization and General
Far Point Acquisition Corporation (the “
Company
”) was incorporated in Delaware on February 23, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “
Initial Business Combination
”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “
Securities Act
”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “
JOBS Act
”).
At June 30, 2020, the Company had not commenced any operations. All activity for the period from February 23, 2018 (inception) through June 30, 2020 had been related to the Company’s formation and the initial public offering (“
Initial Public Offering
”) described below, and since the Initial Public Offering, the search for a prospective Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will
generate non-operating income
in the form of income earned on investments on cash and cash equivalents in the Trust Account (as defined below).
Sponsor and Financing
The Company’s Sponsor is Far Point LLC, a Delaware limited liability company (the “
Sponsor
”). On May 11, 2018, the Sponsor changed its name from FPAC Sponsor LLC to Far Point LLC. The registration statement for the Company’s Initial Public Offering was declared effective by the U.S. Securities and Exchange Commission (“
SEC
”). on June 11, 2018. On June 14, 2018, the Company consummated its Initial Public Offering of 63,250,000 units (each, a “
Unit
” and collectively, the “
Units
”), including 8,250,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $632.5 million, and incurring offering costs of approximately $33.2 million, inclusive of $20.7 million in deferred underwriting commissions (Note 3). The Company intends to finance its Initial Business Combination with the proceeds from the Initial Public Offering and a $14.65 million private placement of warrants (Note 4). Upon the closing of the Initial Public Offering and the private placement, $632.5 million was held in a trust account (the “
Trust Account
”) (discussed below).
Trust Account
The proceeds held in the Trust Account was invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under
Rule 2a-7 under
the Investment Company Act of 1940 and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and general and administrative expenses.
The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of its Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “
Public Shares
”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if the Company does not complete its Initial Business Combination by September 14, 2020 (since the Company has executed a definitive agreement for an Initial Business Combination by June 14, 2020 but may not have completed the Initial Business Combination by such date) (the “
Combination Period
”) or (B) with respect to any other provision relating to stockholders’ rights
for pre-Initial Business
Combination activities; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within the Combination Period, subject to the requirements of law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
 
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Initial Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. See “-Merger Agreement” below for a description of the pending Global Blue Transaction (as defined therein).
The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Initial Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes. As a result, such shares of Class A common stock have been recorded as temporary equity in accordance with the Financial Accounting Standards Board (“
FASB
”) Accounting Standards Codification (“
ASC
”) 480, “Distinguishing Liabilities from Equity.”
Pursuant to the Company’s amended certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at
a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $100,000 of accrued interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s directors and officers have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the Combination Period.
 
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
Merger Agreement
On January 16, 2020, as disclosed in the Current Report on
Form 8-K filed
on January 16, 2020, as amended on January 21, 2020, the Company entered into an Agreement and Plan of Merger (the “
Merger Agreement
”), by and among the Company, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“
Globetrotter
”), Global Blue Group Holding AG, a stock corporation (
Aktiengesellschaft
) incorporated under Swiss law, with its registered office in 38, Zürichstrasse,
38-8306
Brüttisellen, Switzerland (“
New Global Blue
”), Global Blue US Holdco LLC, a Delaware limited liability company, Global Blue US Merger Sub Inc., a Delaware corporation, Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“
Cayman Holdings
”), the individuals whose names appear on the signature pages thereof under the heading “Management Sellers” (the “
Management Sellers
” and, together with Globetrotter and Cayman Holdings, the “
Seller Parties
”), Global Blue Group AG, a stock corporation (
Aktiengesellschaft
) incorporated under Swiss law, with its registered office in 38,
Zürichstrasse, 38-8306 Brüttisellen,
Switzerland (“
Global Blue
”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative, solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, a Delaware limited liability company (“
Founder
”), and Jacques Stern, solely in his capacity as the Management Representative. The total consideration payable to the Seller Parties in connection with the Business Combination is based upon an enterprise value of Global Blue post-transaction of €2.3 billion (subject to adjustments based on indebtedness and other factors as more fully described in the Merger Agreement), a portion of which will be paid in cash and the remainder of which will be paid in shares of the surviving company. The pending Business Combination with Global Blue is referred to as the “Global Blue Transaction”.
On August 4, 2020, the Company filed the SEC, and mailed to its stockholders, a notice of special meeting and a definitive proxy statement with respect to a special meeting of stockholders to be held on August 24, 2020 at which meeting the Company’s stockholders will be asked to vote on the Global Blue Transaction.
Going Concern Consideration
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2020, the Company had approximately $517,000 in its operating bank account, approximately $18.9 million of investment income available in the Trust Account to pay for franchise and income taxes, and a working capital deficit of approximately $9.0 million (excluding franchise and income tax obligations). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $300,000 in note payable and $40,276 in advances from related party, the proceeds from the consummation of the private placement not held in Trust Account of approximately $2.2 million, and investment income withdrawn from the Trust Account of approximately $5.4 million since inception to pay for tax obligations. The Company fully repaid these borrowings and advances from the Sponsor and related parties on June 15, 2018.
Management continues to evaluate the impact of
the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or pending business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of
Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, the mandatory liquidation and subsequent
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 14, 2020 (since the Company has executed a definitive agreement for an Initial Business Combination by June 14, 2020 but may not have completed the Initial Business Combination by such date).
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“
GAAP
”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020. These accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the
Company’s Annual Report on Form 10-K filed by the Company with the
SEC on March 12, 2020.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but
any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Income (Loss) Per Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “
Earnings Per Share
.” Net income (loss) per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the periods. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 30,850,000
 
shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for each period presented.
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The Company’s statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to
the two-class method
of income per share. Net income per share, basic and diluted for Class A common stock, for the three and six months ended June 30, 2020 is calculated by dividing the investment income earned on the Trust Account of approximately $179,000 and approximately $2.7 million, net of applicable income and franchise taxes of approximately $47,000 and approximately $614,000, resulting in total net income of approximately $132,000 and approximately $2.1 million, respectively, by the weighted average number of shares of Class A common stock outstanding of 63,250,000 for the periods. Net loss per share, basic and diluted for Class B common stock, for the three and six months ended June 30, 2020 is calculated by dividing the net loss of approximately $1.3 million and approximately $5.9 million, less income attributable to Class A common stock of approximately $132,000 and approximately $2.1 million, resulted to a net loss of approximately $1.4 million and approximately $8.0 million, respectively, by the weighted average number of shares of Class B common stock outstanding of 15,812,500 for the periods.
Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of approximately $4.3 million and approximately $8.1 million, net of applicable income and franchise taxes of approximately $967,000 and approximately $1.8 million, resulting in total net income of approximately $3.4 million and approximately $6.3 million, for three and six months ended June 30, 2019, respectively, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income of approximately $2.6 million and $5.1 million, less income attributable to Class A common stock of approximately $3.4 million and $6.3 million, respectively, by the weighted average number of shares of Class B common stock outstanding for the periods.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At June 30, 2020 and December 31, 2019, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “
Fair Value Measurements and Disclosures
,” approximates the carrying amounts represented in the balance sheet.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual result could differ from those estimates.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “
Distinguishing Liabilities from Equity
.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
As discussed in Note 1, all of the 63,250,000 Public Shares contain a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges
against additional paid-in capital or
in the absence of
additional paid-in capital,
retained earnings.
Accordingly, at June 30, 2020 and December 31, 2019, 61,666,074 and 62,258,819 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets, respectively.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2020 and December 31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2020 or December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.
Note 3—Initial Public Offering
On June 14, 2018, the Company sold 63,250,000 Units at a price of $10.00 per Unit, including 8,250,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option.
Funds managed or advised by Third Point, LLC (“
Third Point
”) directly or indirectly purchased an aggregate of 4,000,000 Units in the Initial Public Offering at the public offering price.
Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value,
and one-third of
one warrant (each, a “
Public
 Warrant
” and, collectively, the “
Public Warrants
”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (see Note 6). No fractional shares will be issued upon separation of the Units and only whole Public Warrants will trade.
Note 4—Related Party Transactions
Founder Shares
On March 16, 2018, the Sponsor purchased 11,500,000 shares of Class B common stock (the “
Founder Shares
”) for an aggregate price of $25,000, or approximately $0.002 per share. In June 2018, the Company effected two stock dividends, the first for 0.25 share per share, and the second for 0.1 share per share, aggregating 0.375 share of Class B common stock for each outstanding share of Class B common stock, resulting in 15,812,500 Founder Shares outstanding. On May 18, 2018, the Sponsor transferred 40,000 Founder Shares to each of the Company’s independent director nominees, at the original per share purchase price. Following the stock dividends in June 2018, each of the independent director nominees transferred 15,000 shares back to the Sponsor. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination on
a one-for-one basis,
subject to adjustments and certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The Sponsor had agreed to forfeit up to 2,062,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On June 14, 2018, the underwriters exercised their over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture.
The Company’s initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period
commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement
Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,766,667 whole warrants at a price of $1.50 per whole warrant (the “
Private Placement Warrants
”) ($14.65 million in the aggregate) in a private placement. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will
be non-redeemable and
exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.
Forward Purchase Agreement
On May 18, 2018, Cloudbreak Aggregator LP, the managing member of the Sponsor and an affiliate of Third Point, (the “
Forward Purchaser
”), entered into a forward purchase agreement (“
Forward Purchase Agreement
”) with the Company that provides for the purchase of shares of the Company’s Class A common stock for $9.50 per share in a private placement that will close simultaneously with the closing of the Company’s Initial Business Combination (“
Forward Purchase Shares
”). The actual number of Forward Purchase Shares to be purchased will be a number of shares (rounded up to the nearest whole share) equal to (A) the excess of the number of shares of Class A common stock that are redeemed from holders in connection with the Company’s Initial Business Combination (which redemptions are not revoked prior to the date of the Company’s Initial Business Combination) over 20,000,000, multiplied by (B) a fraction, the numerator of which is $10.00 and the denominator of which is $9.50. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except that the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. The Forward Purchaser has the right to transfer a portion of its obligation to purchase the Forward Purchase Shares to permitted transferees, and the Sponsor may, in its discretion, transfer, directly or indirectly, certain of its Founder Shares and Private Placement Warrants to any such permitted transferees, subject to compliance with applicable securities laws. The Forward Purchase Agreement also provides that the Forward Purchaser and any permitted transferees are entitled to certain registration rights with respect to their Forward Purchase Shares.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated as of June 11, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up period
for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Related Party Loans and Advances
The Company’s Sponsor had agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “
Note
”). This
loan was non-interest bearing and
payable upon the completion of the Initial Public Offering. In addition to the fully outstanding Note, the Sponsor and certain affiliates of the Company also paid certain administrative expenses and offering costs of $40,276 on behalf of the Company. These advances were due on demand
and were non-interest bearing. The
Company fully repaid the Note and advances to the Sponsor and affiliates on June 15, 2018.
Note 5—Commitments and Contingencies
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.85 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.7 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive, and will not receive, any underwriting discounts on Units purchased, directly or indirectly, by Third Point.
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Note 6—Stockholders’ Equity
Common Stock
On June 11, 2018, the Company amended and restated the certificate of incorporation, which increased the authorized common stock of the Company to include up to 400,000,000 shares of Class A common stock and 50,000,000 shares of Class B common stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. The Company effectuated two stock dividends paid in June 2018, the first for 0.25 share per share, and the second for 0.1 share per share, aggregating 0.375 shares of Class B common stock for each outstanding share of Class B common stock outstanding prior to the initial dividend. At June 30, 2020 and 2019, there were 63,250,000 and 15,812,500 shares of Class A and Class B common stock issued and outstanding, respectively. Of the outstanding shares of Class A common stock, 61,666,074 and 62,258,819 shares of Class A common stock were subject to possible redemption at June 30, 2020 and December 31, 2019, respectively.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2020 and December 31, 2019, there were no shares of preferred stock issued or outstanding.
Warrants
The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will
be non-redeemable so
long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
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FAR POINT ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  •  
if, and only if, the last reported closing price of the shares equals or exceeds $18.00 per share for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
Note 7—Fair Value Measurements
The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
June 30, 2020
 
Description
   
Quoted Prices

in Active Markets

(Level 1)
     
Significant Other

Observable Inputs

(Level 2)
     
Significant Other

Unobservable Inputs

(Level 3)
  
Investments held in Trust Account
    $ 651,392,585      $ —      $ —  
  
 
 
     
 
 
     
 
 
  
December 31, 2019
 
Description
   
Quoted Prices

in Active Markets

(Level 1)
     
Significant Other

Observable Inputs

(Level 2)
     
Significant Other

Unobservable Inputs

(Level 3)
  
Investments held in Trust Account
    $ 649,394,916      $ —      $ —  
  
 
 
     
 
 
     
 
 
  
As of June 30, 2020 and December 31, 2019, the investments held in the Trust Account were comprised of U.S. treasury bills and investments in money market funds.
Note 8—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued, and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements.
 
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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to “we”, “us”, “our” or the “Company” are to Far Point Acquisition Corporation, except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on February 23, 2018 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target. Our Sponsor is Far Point LLC, a Delaware limited liability company.
We consummated our Initial Public Offering on June 14, 2018. Our amended certificate of incorporation provides that, if we are unable to complete an Initial Business Combination by September 14, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of accrued interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On January 16, 2020, the Company entered into the Merger Agreement, pursuant to which, the parties to the Merger Agreement have agreed that, in connection with the Closing (as defined in the Merger Agreement), (i) the Seller Parties will undertake a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue for a mix of cash and shares of New Global Blue and (ii) a wholly-owned indirect subsidiary of New Global Blue will merge with and into the Company, with the Company being the surviving corporation in the merger and a wholly-owned indirect subsidiary of New Global Blue. Pursuant to the Merger each share of the Company’s common stock issued and outstanding as of immediately prior to the Closing (other than Excluded Shares, as defined in the Merger Agreement) will be exchanged for one share of New Global Blue’s ordinary shares, and each Company warrant will convert to a warrant to acquire one New Global Blue ordinary share on the same terms. Upon consummation of the Business Combination, New Global Blue will be a publicly traded foreign private issuer. It intends to apply to list its shares and warrants on the NYSE under the trading symbol “GB”. New Global Blue will be the ultimate parent company of the business currently operated by Global Blue and its subsidiaries. Global Blue is a leading provider of tax free shopping and payment solutions. The pending Business Combination with Global Blue is referred to as the “Global Blue Transaction”.
See the Current Reports on Form 8-K filed by the Company with the SEC on January 16, 2020 (as amended), May 7, 2020, May 27, 2020, June 29, 2020, July 15, 2020, and August 7, 2020 and the Definitive Proxy Statement on Schedule 14A filed by the Company on August 4, 2020 (the “Proxy Statement”) for further information related to the pending Global Blue Transaction.
 
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Results of Operations
Our entire activity had been related to our formation, our Initial Public Offering, which was consummated on June 14, 2018, and since the Initial Public Offering, the search for a prospective Initial Business Combination and in connection with the pending Global Blue Transaction, and we will not be generating any operating revenues until the closing and completion of an Initial Business Combination. We have to incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as in connection with the pending Global Blue Transaction.
For the three months ended June 30, 2020, we had net loss of approximately $1.3 million, which consisted of approximately $179,000 in interest and investment income, offset by approximately $1.4 million in general and administrative costs (of which approximately $1.3 million was merger expenses), $50,000 in franchise tax expense, and approximately $3,000 in income tax benefit.
For the six months ended June 30, 2020, we had net loss of approximately $5.9 million, which consisted of approximately $2.7 million in interest and investment income, offset by approximately $8.0 million in general and administrative costs (of which approximately $7.6 million was merger expenses), approximately $100,000 in franchise tax expense, and approximately $514,000 in income tax expense.
For the three months ended June 30, 2019, we had net income of approximately $2.6 million, which consisted of approximately $4.3 million in interest and investment income, offset by approximately $799,000 in general and administrative costs, $50,000 in franchise tax expense, and approximately $917,000 in income tax expense.
For the six months ended June 30, 2019, we had net income of approximately $5.1 million, which consisted of approximately $8.1 million in interest and investment income, offset by approximately $1.1 million in general and administrative costs, approximately $95,000 in franchise tax expense, and approximately $1.7 million in income tax expense.
Going Concern Consideration
The accompanying financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2020, we had approximately $517,000 in our operating bank account, approximately $18.9 million of investment income available in the Trust Account to pay for franchise and income taxes, and a working capital deficit of approximately $9.0 million (excluding franchise and income tax obligations). Further, we have incurred and expects to continue to incur significant costs in pursuit of our acquisition plans.
Through June 30, 2020, our liquidity needs have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares to the Sponsor, $300,000 in note payable and $40,276 in advances from related party, the proceeds from the consummation of the private placement not held in Trust Account of approximately $2.2 million, and investment income withdrawn from the Trust Account of approximately $5.4 million since inception to pay for tax obligations. We fully repaid these borrowings and advances from our Sponsor and related parties on June 15, 2018.
To finance transaction costs in connection with an Initial Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us working capital loans. If we complete an Initial Business Combination, we would repay the working capital loans out of the proceeds of the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination is not completed, we may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. The working capital loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2020, there were no working capital loans outstanding.
 
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Management continues to evaluate the impact of
the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of its operations and/or pending business combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after September 14, 2020.
Related Party Transactions
Founder Shares
On March 16, 2018, our Sponsor purchased 11,500,000 Founder Shares for an aggregate price of $25,000, or approximately $0.002 per share. In June 2018, we effected two stock dividends, the first for 0.25 share per share, and the second for 0.1 share per share, aggregating 0.375 share of Class B common stock for each outstanding share of Class B common stock, resulting in 15,812,500 Founder Shares outstanding. On May 18, 2018, the Sponsor transferred 40,000 Founder Shares to each of our independent director nominees, at the original per share purchase price. Following the stock dividends in June 2018, each of the independent director nominees transferred 15,000 shares back to the Sponsor. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of our Initial Business Combination
on a one-for-one basis, subject
to adjustments and certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Our Sponsor had agreed to forfeit up to 2,062,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. On June 14, 2018, the underwriters exercised their over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture.
Our initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days
after the Initial Business Combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement Warrants
Concurrently with the closing of the Initial Public Offering, our Sponsor purchased an aggregate of 9,766,667 Private Placement Warrants at a price of $1.50 per whole Private Placement Warrant ($14.65 million in the aggregate) in a private placement. Each whole Private Placement Warrant is exercisable for one whole share of our Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If an Initial Business Combination is not completed by September 14, 2020, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants
will be non-redeemable and exercisable
on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
Our Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.
 
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Forward Purchase Agreement
On May 18, 2018, Cloudbreak Aggregator LP, the Forward Purchaser, entered into the Forward Purchase Agreement with us that provides for the purchase of shares of our Class A common stock for $9.50 per share in a private placement that will close simultaneously with the closing of our Initial Business Combination. The actual number of Forward Purchase Shares to be purchased will be a number of shares (rounded up to the nearest whole share) equal to (A) the excess of the number of shares of Class A common stock that are redeemed from holders in connection with our Initial Business Combination (which redemptions are not revoked prior to the date of our Initial Business Combination) over 20,000,000, multiplied by (B) a fraction, the numerator of which is $10.00 and the denominator of which is $9.50. The Forward Purchase Shares will be identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering, except that the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights. The Forward Purchaser has the right to transfer a portion of its obligation to purchase the Forward Purchase Shares to permitted transferees, and the Sponsor may, in its discretion, transfer, directly or indirectly, certain of its Founder Shares and Private Placement Warrants to any such permitted transferees, subject to compliance with applicable securities laws. The Forward Purchase Agreement also provides that the Forward Purchaser and any permitted transferees are entitled to certain registration rights with respect to their Forward Purchase Shares.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement dated as of June 11, 2018. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lock-up period
for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.
Related Party Loans and Advances
Our Sponsor had agreed to loan us an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to the Note. This loan
was non-interest bearing
and payable on the earlier of June 30, 2020 or the completion of the Initial Public Offering. In addition to the fully outstanding Note, our Sponsor and certain of our affiliates also paid certain administrative expenses and offering costs of $40,276 on behalf of our company. These advances were due on demand and
were non-interest bearing.
We fully repaid the Note and advances to our Sponsor and affiliates on June 15, 2018.
In connection with the pending Global Blue Transaction certain agreements have been, or will be, entered into Third Point as described in the Proxy Statement.
Commitments and Contingencies
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or $11.85 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $20.7 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement. The underwriters did not receive, and will not receive, any underwriting discounts on Units purchased, directly or indirectly, by Third Point.
 
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Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “
Distinguishing Liabilities from Equity
.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
All of the 63,250,000 Public Shares contain a redemption feature which allows for the redemption of Class A common stock under our liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within our control require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although we have not specified a maximum redemption threshold, our amended and restated certificate of incorporation provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001.
We recognize changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges
against additional paid-in capital or
in the absence
of additional paid-in capital, retained
earnings.
Accordingly, at June 30, 2020 and December 31, 2019, 61,666,074 and 62,258,819 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheets, respectively.
Net Income (Loss) Per Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “
Earnings Per Share
.” Net income (loss) per share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 30,850,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for each period presented.
Our statements of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to
the two-class method
of income per share. Net income per share, basic and diluted for Class A common stock, for the three and six months ended June 30, 2020 is calculated by dividing the investment income earned on the Trust Account of approximately $179,000 and approximately $2.7 million, net of applicable income and franchise taxes of approximately $47,000 and approximately $614,000, resulting in total net income of approximately $132,000 and approximately $2.1 million, respectively, by the weighted average number of shares of Class A common stock outstanding of 63,250,000 for the periods. Net loss per share, basic and diluted for Class B common stock, for the three and six months ended June 30, 2020 is calculated by dividing the net loss of approximately $1.3 million and approximately $5.9 million, less income attributable to Class A common stock of approximately $132,000 and approximately $2.1 million, resulted to a net loss of approximately $1.4 million and approximately $8.0 million, respectively, by the weighted average number of shares of Class B common stock outstanding of 15,812,500 for the periods.
 
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Net income per share, basic and diluted for Class A common stock is calculated by dividing the investment income earned on the Trust Account of approximately $4.3 million and approximately $8.1 million, net of applicable income and franchise taxes of approximately $967,000 and approximately $1.8 million, resulting in total net income of approximately $3.4 million and approximately $6.3 million, for three and six months ended June 30, 2019, respectively, by the weighted average number of shares of Class A common stock outstanding for the periods. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net income of approximately $2.6 million and $5.1 million, less income attributable to Class A common stock of approximately $3.4 million and $6.3 million, respectively, by the weighted average number of shares of Class B common stock outstanding for the periods.
Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K
and did not have any commitments or contractual obligations.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging
growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
As of June 30, 2020, we were not subject to any material market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering and a portion of the proceeds of the sale of the Private Placement Warrants, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.
 
Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2020, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.
 
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Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
 
Item 1.
Legal Proceedings
None.
 
Item 1A.
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form
10-Q
are any of the risks described in our Annual Report for the fiscal year ended December 31, 2019 filed with the SEC on March 29, 2020 and our Quarterly Report for the quarterly period ended March 31, 2020 filed with the SEC on May 8, 2020. Any of those factors could result in a significant or material adverse effect on our financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our financial condition. As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes to the risk factors disclosed in our Annual Report for the fiscal year ended December 31, 2019 filed with the SEC on March 29, 2020 and our Quarterly Report for the quarterly period ended March 31, 2020 filed with the SEC on May 8, 2020.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
None.
 
Item 3.
Defaults Upon Senior Securities
None.
 
Item 4.
Mine Safety Disclosures
None.
 
Item 5.
Other Information
None.
 
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Item 6.
Exhibit
Exhibit
Number           Description
 
31.1
 
31.2
 
32.1*
 
32.2*
 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
 
*
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing
 
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 7th day of August, 2020.
 
FAR POINT ACQUISITION CORPORATION
By:  
/s/ Thomas W. Farley
  Name: Thomas W. Farley
  Title: Chief Executive Officer and President
 
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