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 ~~September~~March 3031, ~~2018~~2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Regalwood Global Energy Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-38310

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1001 Pennsylvania Avenue NW, Suite 220 South, Washington, D.C. 20004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (202) 729-5626

Not Applicable

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all 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 ☐

AsSecurities ofregistered ~~November 13,~~pursuant ~~2018, 30,000,000 of the~~to ~~Company’s Class~~Section ~~A ordinary shares, par value $0.0001~~ 12(~~which includes Class A ordinary shares that are underlying the Company’s units~~b) ~~and 7,500,000~~ of the ~~Company’s~~Act: ~~Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”) were issued and outstanding.~~


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares, par value $0.0001 per share	RWGE	New York Stock Exchange
Warrants to purchase one Class A ordinary share	RWGE WS	New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one Warrant	RWGE.U	New York Stock Exchange

As of May 10, 2019, 30,000,000 of the Company’s Class A ordinary shares, par value $0.0001 (which includes Class A ordinary shares that are underlying the Company’s units) and 7,500,000 of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”) were issued and outstanding.

REGALWOOD GLOBAL ENERGY LTD.

Form 10-Q

For the Quarter Ended ~~September 30~~March 31, ~~2018~~2019

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION			Page
Item 1. Interim Financial Statements			3
Condensed Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017			3
Condensed Balance Sheets as of March 31, 2019 (Unaudited) and December 31, 2018			3
Condensed Interim Statements of Operations for the three and nine months ended September 30, 2018 (Unaudited) and the period from September 14, 2017 (date of inception) through September 30, 2017 (Unaudited)			4
Condensed Interim Statements of Operations for the three months ended March 31, 2019 and 2018 (Unaudited)			4
Condensed Interim Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2018 (Unaudited)			5
Condensed Interim Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018 (Unaudited)			5
Condensed Interim Statements of Cash Flows for the nine months ended September 30, 2018 (Unaudited) and the period from September 14, 2017 (date of inception) through September 30, 2017 (Unaudited)			6
Condensed Interim Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (Unaudited)			6
Notes to Condensed Interim Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1518
Item 3. Quantitative and Qualitative Disclosures About Market Risk			1821
Item 4. Controls and Procedures			1821
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			1921
Item 1A. Risk Factors			1921
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities			1921
Item 3. Defaults Upon Senior Securities			1922
Item 4. Mine Safety Disclosures			1922
Item 5. Other Information			1922
Item 6. Exhibits			2023

PART I — FINANCIAL INFORMATION

Item 1. Interim Financial Statements

REGALWOOD GLOBAL ENERGY LTD.

CONDENSED BALANCE SHEETS

	September 30,2018		December 31,2017
	March 31,2019		December 31,2018
	(Unaudited)
	(unaudited)
ASSETS
Current assets:
Cash	$	623,592	$	1,425,363
Cash and cash equivalents	$	443,654	$	565,693
Prepaid expenses		~~127~~131,~~333~~006		~~202~~97,~~250~~083
Total current assets		~~750~~574,~~925~~660		1662,~~627,613~~776
Investments held in Trust Account		~~303~~307,~~754~~049,~~566~~881		~~300~~305,~~225~~342,~~208~~146
Total assets	$	~~304~~307,~~505~~624,~~491~~541	$	~~301~~306,~~852~~004,~~821~~922
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	~~365~~486,~~666~~802	$	~~166~~399,~~784~~617
Note payable — sponsor		—		300,000
Advances from related party		—		12,269
Advances from related party		—		105,428
Total current liabilities		486,802		411,886
Total current liabilities		365,666		572,212
Deferred underwriting compensation		10,500,000		10,500,000
Total liabilities		10,~~865~~986,~~666~~802		1110,~~072~~911,~~212~~886
Commitments and contingencies:
Class A ordinary shares subject to possible redemption (29,163,773 and 29,009,303 shares at approximately $10.00 per share as of March 31, 2019 and December 31, 2018, respectively)		291,637,730		290,093,030
Class A ordinary shares subject to possible redemption (28,863,982 and 28,578,060 shares at approximately $10.00 per share as of September 30, 2018 and December 31, 2017, respectively)		288,639,820		285,780,600
Shareholders’ equity:
Preference shares, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 350,000,000 shares authorized, 1,136,018 and 1,421,940 shares issued and outstanding (excluding 28,863,982 and 28,578,060 shares subject to possible redemption) at September 30, 2018 and December 31, 2017, respectively		113		142
Class A ordinary shares, $0.0001 par value, 350,000,000 shares authorized, 836,227 and 990,697 shares issued and outstanding (excluding 29,163,773 and 29,009,303 shares subject to possible redemption) at March 31, 2019 and December 31, 2018, respectively		84		99
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 7,500,000 shares issued and outstanding		750		750
Additional paid-in capital		~~1,965,307~~—		4512,~~824,498~~111
Retained earnings		34,~~033~~999,~~835~~175		~~174~~4,~~619~~487,046
Total shareholders’ equity		5,000,~~005~~009		5,000,~~009~~006
Total liabilities and shareholders’ equity	$	~~304~~307,~~505~~624,~~491~~541	$	~~301~~306,~~852~~004,~~821~~922

See accompanying notes to unaudited condensed interim financial statements.

REGALWOOD GLOBAL ENERGY LTD.

CONDENSED INTERIM STATEMENTS OF OPERATIONS

(~~Unaudited~~unaudited)

	For the Three Months Ended September 30, 2018			For the Nine Months Ended September 30, 2018			For the Period from September 14, 2017 (date of inception) through September 30, 2017
	For the Three Months EndedMarch 31,
REVENUE	$	—		$	—		$	—
	2019			2018
EXPENSES
Revenue	$	—		$	—
Administrative fee — related party		60,000			180,000			—
EXPENSES
General and administrative expenses		91,316			490,142			11,375
Administrative fee		60,000			60,000
TOTAL EXPENSES		(151,316	)		(670,142	)		(11,375	)
General and administrative		103,032			275,301
OTHER INCOME
TOTAL EXPENSES		163,032			335,301
Interest income		1,382,832			3,529,358			—
OTHER INCOME
TOTAL OTHER INCOME		1,382,832			3,529,358			—
Interest income		1,707,735			950,485
Net income (loss)	$	1,231,516		$	2,859,216		$	(11,375	)
TOTAL OTHER INCOME		1,707,735			950,485
Two Class Method:
Net income	$	1,544,703		$	615,184
Weighted average number of Class A ordinary shares outstanding, basic and diluted		30,000,000			30,000,000			—
Two Class Method:
Basic and diluted net income per ordinary share, Class A	$	0.05		$	0.12		$	—
Weighted average number of Class A ordinary shares outstanding, basic and diluted		30,000,000			30,000,000
Weighted average number of Class B ordinary shares outstanding, basic and diluted		7,500,000			7,500,000			7,500,000
Basic and diluted net income per Class A ordinary shares	$	0.06		$	0.03
Basic and diluted net loss per ordinary share, Class B	$	(0.02	)	$	(0.09	)	$	(0.00	)
Weighted average number of Class B ordinary shares outstanding, basic and diluted		7,500,000			7,500,000
Basic and diluted net loss per Class B ordinary shares	$	(0.02	)	$	(0.04	)

See accompanying notes to unaudited condensed interim financial statements.

REGALWOOD GLOBAL ENERGY LTD.

CONDENSED INTERIM ~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~For~~(unaudited) ~~the Nine Months Ended September 30, 2018~~

~~(Unaudited)~~For the three months ended March 31, 2019

	Class A Ordinary						Class B Ordinary				AdditionalPaid-inCapital			RetainedEarnings			Shareholders’Equity
	Class A OrdinaryShares						Class B OrdinaryShares				AdditionalPaid-inCapital			RetainedEarnings			Shareholders’Equity
	Shares			Amount			Shares		Amount
Balances as of December 31, 2017		1,421,940		$	142			7,500,000	$	750	$	4,824,498		$	174,619		$	5,000,009
Balance as of January 1, 2019		990,697		$	99			7,500,000	$	750	$	512,111		$	4,487,046		$	5,000,006
Change in ordinary shares subject to possible redemption		(285,922	)		(29	)		—		—		(2,859,191	)		—			(2,859,220	)
Class A ordinary shares subject to possible redemption		(154,470	)		(15	)		—		—		(1,544,685	)		—			(1,544,700	)
Net income		—			—			—		—		—			2,859,216			2,859,216
Reclass retained earnings to paid-in capital		—			—			—		—		1,032,574			(1,032,574	)		—
Balances as of September 30, 2018		1,136,018		$	113			7,500,000	$	750	$	1,965,307		$	3,033,835		$	5,000,005
Net income		—			—			—		—		—			1,544,703			1,544,703
Balance as of March 31, 2019		836,227		$	84			7,500,000	$	750	$	—		$	4,999,175		$	5,000,009

~~See~~For ~~accompanying~~the ~~notes~~three tomonths ~~unaudited~~ended ~~condensed~~March 31, ~~interim~~2018 ~~financial statements.~~


	Class A Ordinary						Class B Ordinary				Additional Paid-in Capital
	Shares			Amount			Shares		Amount		Additional Paid-in Capital			Retained Earnings		Shareholders’ Equity
Balance as of January 1, 2018		1,421,940		$	142			7,500,000	$	750	$	4,824,498		$	174,619	$	5,000,009
Class A ordinary shares subject to possible redemption		(61,519	)		(6	)		—		—		(615,184	)		—		(615,190	)
Net income		—			—			—		—		—			615,184		615,184

Balance as of March 31, 2018		1,360,421		$	136			7,500,000	$	750	$	4,209,314		$	789,803	$	5,000,003

~~Table~~See ofaccompanying ~~Contents~~notes to unaudited condensed interim financial statements.

~~REGALWOOD~~5 ~~GLOBAL ENERGY LTD.~~

CONDENSEDTable INTERIMof STATEMENTS OF CASH FLOWS Contents

~~(Unaudited)~~REGALWOOD GLOBAL ENERGY LTD.

	For the NineMonthsEndedSeptember 30,2018			For the Periodfrom September 14,2017 (date ofinception) throughSeptember 30,2017
Cash Flows From Operating Activities:
Net income (loss)	$	2,859,216		$	(11,375	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on Investments held in Trust Account		(3,529,358	)		—
Changes in operating assets and liabilities:
Prepaid expenses		74,917			—
Accounts payable and accrued expenses		306,027			11,375
Net Cash Used In Operating Activities		(289,198	)		—
Cash Flows From Financing Activities:
Payment of note payable — Sponsor		(300,000	)		—
Payment of advances from related party		(212,573	)		—
Net Cash Used In Financing Activities		(512,573	)		—
Net decrease in cash		(801,771	)		—
Cash — Beginning of period		1,425,363			—
Cash — End of period	$	623,592		$	—
Supplemental Schedule of Non-Cash Financing Activities:
Accounts payable paid by related party on behalf of the Company	$	107,145		$	—
Change in ordinary shares subject to possible redemption	$	2,859,220		$	—
Formation costs paid by Sponsor in exchange for Class B ordinary shares	$	—		$	25,000

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

~~See accompanying notes to~~ (unaudited) ~~condensed interim financial statements.~~


	For the Three Months Ended March 31,
	2019			2018
Cash Flows From Operating Activities:
Net income	$	1,544,703		$	615,184
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on investments held in Trust Account		(1,707,735	)		(950,485	)
Changes in operating assets and liabilities:
Prepaid expenses		(33,923	)		(34,915	)
Accounts payable and accrued expenses		87,185			141,485

Net Cash Used In Operating Activities		(109,770	)		(228,731	)

Cash Flows From Financing Activities:
Payment of related party promissory note		—			(300,000	)
Payment of advances from related party		(12,269	)		(209,373	)

Net Cash Used In Financing Activities		(12,269	)		(509,373	)

Net decrease in cash and cash equivalents		(122,039	)		(738,104	)
Cash and cash equivalents at beginning of period		565,693			1,425,363

Cash and cash equivalents at end of period	$	443,654		$	687,259

Supplemental disclosure of non-cash financing activities:
Change in value of ordinary shares subject to possible redemption	$	1,544,700		$	615,190

General and administrative expenses paid by related party on behalf of the Company	$	—		$	103,945

~~Table~~See ofaccompanying ~~Contents~~notes to unaudited condensed interim financial statements.

~~REGALWOOD~~6 ~~GLOBAL ENERGY LTD.~~

NOTESTable TOof CONDENSED INTERIM FINANCIAL STATEMENTS Contents

~~(Unaudited)~~REGALWOOD GLOBAL ENERGY LTD.

~~Note~~NOTES 1.TO ~~Description~~CONDENSED ~~of Organization~~INTERIM ~~and~~FINANCIAL ~~Business~~STATEMENTS ~~Operations~~

~~Organizational~~(unaudited) ~~and General~~

~~Regalwood~~Note ~~Global Energy Ltd~~1. ~~(the~~Description ~~“Company”) is a blank check company incorporated in the Cayman Islands on September 14, 2017. The Company was formed for the purpose~~ of ~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”).~~ ~~Although~~Organization ~~the Company is not limited to a particular industry or geographic region for purposes of consummating its Initial Business Combination, the Company intends to make investments in oil~~ and gas exploration and production, midstream, refining and marketing and energy services companies outside of North America that may provide opportunities for attractive risk-adjusted returns. 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~~Operations ~~Act of 2012 (the “JOBS Act”).~~

AsOrganizational of September 30, 2018, the Company had not yet commenced operations. All activity through September 30, 2018 relates to the Company’s formation, the preparation for the initial public offering (the “Public Offering”) and ~~the~~General 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 generates non-operating income in the form of interest income on investments from the net proceeds derived from the Public Offering and a portion of the proceeds from the sale, simultaneous with the consummation of the Public Offering, of 5,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per warrant to the Company’s sponsor, CIEP Sponsor Ltd., a Cayman Islands company (the “Sponsor”) in a private placement (the “Private Placement”).

~~The~~Regalwood ~~Company~~Global ~~intends~~Energy toLtd. ~~finance~~(the ~~its~~“Company”) ~~Initial~~is ~~Business~~a ~~Combination~~blank ~~with~~check ~~proceeds~~company ~~from~~incorporated in the ~~Public~~Cayman ~~Offering~~Islands ~~(Note~~on 3)September 14, 2017. The Company was formed for the ~~sale~~purpose of ~~the~~effecting ~~Private Placement~~a ~~Warrants~~merger, ~~(Note~~share 3)exchange, ~~and~~asset ~~additional~~acquisition, ~~issuances~~share ofpurchase, ~~the~~reorganization ~~Company’s~~or ~~capital~~similar ~~stock,~~business ~~debt~~combination with one or amore ~~combination~~businesses of(an ~~the~~“Initial ~~foregoing~~Business Combination”). ~~Upon~~Although the Company ~~closings~~is ofnot ~~the~~limited ~~Public~~to ~~Offering~~a ~~and~~particular ~~the~~industry ~~sale~~or geographic region for purposes of ~~the~~consummating ~~Private~~its ~~Placement~~Initial ~~Warrants~~Business Combination, ~~approximately~~the ~~$300~~Company intends to make investments in oil and gas exploration and production,~~000~~ midstream,~~000~~ refining and marketing ~~was~~and ~~placed~~energy services companies outside of North America that may provide opportunities for attractive risk-adjusted returns. The Company is an “emerging growth company,” as defined in Section 2(a) ~~trust~~of ~~account~~the Securities Act of 1933, as amended, (the “~~Trust~~Securities ~~Account~~Act”) as modified by the Jumpstart Our Business Startups Act of 2012 (~~discussed~~the ~~below~~“JOBS Act”).

~~The~~As of ~~registration~~March 31, ~~statement~~2019, ~~for~~the Company had not yet commenced operations. All activity through March 31, 2019 relates to the Company’s formation, the preparation for the initial public offering (the “Public Offering”) ~~(as~~and ~~described~~the insearch for ~~Note~~a 3)prospective ~~was~~Initial ~~declared~~Business ~~effective~~Combination. byThe Company will not generate any operating revenues until after completion of its Initial Business Combination, at the Uearliest.S. ~~Securities~~The Company generates non-operating income in the form of interest income on investments from the net proceeds derived from the Public Offering and ~~Exchange~~a ~~Commission~~portion of the proceeds from the sale, simultaneous with the consummation of the Public Offering, of 5,333,333 warrants (the “~~SEC~~Private Placement Warrants”) onat ~~November 30~~a purchase price of $1.50 per warrant to the Company’s sponsor, ~~2017~~CIEP Sponsor Ltd., a Cayman Islands company (the “Sponsor”) in a private placement (the “Private Placement”).

The Company intends to finance its Initial Business Combination with proceeds from the Public Offering (Note 3), the sale of the Private Placement Warrants (Note 3), and additional issuances of the Company’s capital stock, debt or a combination of the foregoing. Upon the closings of the Public Offering and the sale of the Private Placement Warrants, approximately $300,000,000 was placed in a trust account (the “Trust Account”) (discussed below).

The registration ~~proceeds~~statement ~~held~~for in the ~~Trust~~ ~~Account~~Company’s ~~are~~Public ~~and~~Offering ~~will~~(as bedescribed ~~invested only~~ in ~~U.S.~~Note ~~government securities with a maturity of one hundred eighty (180~~3) ~~days~~ orwas ~~less~~declared oreffective inby ~~money market funds that meet certain conditions under Rule 2a-7 of~~ the ~~Investment Company Act of 1940, as amended, and that invest only in direct~~ U.S. ~~government~~Securities ~~treasury~~and ~~obligations,~~Exchange asCommission ~~determined by the Company. These funds will remain in the Trust Account until the earlier of~~ (i) the ~~consummation of the Initial Business Combination or (ii~~“SEC”) ~~the~~ ~~distribution~~on ~~of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business~~November 30, ~~legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses~~2017.

~~The~~On ~~Company’s amended and restated memorandum and articles of association provides that~~October 3, ~~other than the withdrawal of interest to pay tax obligations~~2018, ~~none of~~ the ~~funds~~Company ~~held~~received innotice ~~the~~from ~~Trust Account will be released until~~ the ~~earliest~~New ~~of:~~York ~~(i) the~~Stock ~~completion~~Exchange ~~of the Initial Business Combination;~~ (~~ii)~~ the ~~redemption~~ ~~of any Class A ordinary shares included in the Units (the~~ “~~Public Shares~~NYSE”) ~~sold in the Public Offering~~ that ~~have~~it ~~been~~was ~~properly~~not ~~tendered~~currently in compliance ~~connection~~ with ~~a shareholder vote to amend~~ the ~~Company’s~~requirement ~~amended and restated memorandum and articles~~ of association to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Public Offering; or (iii)Section ~~the~~802.01B ~~redemption~~ of ~~100% of~~ the ~~Public~~New ~~Shares~~York ifStock ~~the~~Exchange Listed Company isManual ~~unable to complete an Initial Business Combination within 24 months from~~ (the ~~closing~~“Manual”) ofthat the ~~Public Offering. The proceeds deposited in the Trust Account could become subject to the claims of the~~ Company’s ~~creditors,~~Class A ifordinary ~~any,~~shares ~~which~~be ~~could~~held ~~have~~by ~~priority~~a ~~over~~minimum ~~the claims~~ of ~~the~~300 ~~Company’s~~ public shareholders.

~~Initial~~Pursuant ~~Business~~to ~~Combination~~such notice, the Company is subject to the procedures set forth in Sections 801 and 802 of the Manual. The Company submitted a business plan that demonstrates how the Company expects to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the notice. The Company anticipates that it will satisfy this listing requirement within such time period once it locates a target business with which to consummate an initial business combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. If the Company’s securities continue to be listed on The New York Stock Exchange, 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 deferred underwriting commissions and taxes payable on income earned on 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.

The ~~Company,~~ ~~after~~proceeds ~~signing~~held ain ~~definitive~~the ~~agreement~~Trust ~~for~~Account anare ~~Initial~~and ~~Business Combination,~~ will ~~either~~be ~~(i) seek~~invested ~~shareholder~~only ~~approval~~in ofU.S. ~~the~~government ~~Initial~~securities ~~Business~~with ~~Combination~~a atmaturity aof ~~meeting~~one ~~called~~hundred ~~for~~eighty (180) days ~~such~~or ~~purpose~~less or in ~~connection~~money ~~with~~market ~~which~~funds ~~shareholders~~that ~~may~~meet ~~seek to~~certain ~~redeem~~conditions ~~their~~under ~~shares,~~Rule ~~regardless~~2a-7 of ~~whether~~the ~~they~~Investment ~~vote~~Company ~~for~~Act orof ~~against~~1940, ~~the~~as ~~Initial~~amended, ~~Business~~and ~~Combination,~~that ~~for~~invest ~~cash~~only ~~equal~~in todirect ~~their~~U.S. ~~pro~~government ~~rata~~treasury obligations, ~~share~~as ofdetermined by the ~~aggregate~~Company. ~~amount~~These ~~then~~funds onwill ~~deposit~~remain in the Trust Account asuntil ofthe ~~two~~earlier ~~business~~of ~~days prior to~~ (i) the consummation of the Initial Business Combination, ~~including interest but less taxes payable,~~ or (ii) ~~provide shareholders with~~ the ~~opportunity~~distribution ~~to sell their Public Shares to the Company by means~~ of ~~a tender offer (and thereby avoid~~ the ~~need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the~~ Trust Account proceeds as ~~of two business days prior to the consummation of the Initial Business Combination, including interest but less~~described ~~taxes payable~~below. ~~However,~~The inremaining noproceeds ~~event~~outside ~~will~~ the ~~Company~~Trust ~~redeem~~Account ~~its~~may ~~Public~~be ~~Shares~~used ~~in an amount that would cause its net tangible assets~~ to bepay ~~less~~for ~~than $5~~business,~~000,001.~~ Inlegal ~~such~~and ~~case,~~accounting ~~the~~due ~~Company~~diligence ~~would~~on ~~not~~prospective ~~proceed~~acquisitions ~~with the redemption of its Public Shares~~ and ~~the~~ ~~related~~continuing ~~Initial~~general ~~Business Combination,~~ and ~~instead~~administrative ~~may search for an alternate Initial Business Combination~~expenses. ~~The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender~~

~~offer~~The ~~will~~Company’s beamended ~~made~~and byrestated memorandum and articles of association provide that, other than the ~~Company~~withdrawal of interest to pay tax obligations, ~~solely~~none of the funds held in ~~its~~the ~~discretion,~~Trust ~~and~~Account will be ~~based~~released onuntil athe ~~variety~~earliest of: ~~factors~~(i) the ~~such~~completion asof the ~~timing~~Initial Business Combination; (ii) the redemption of any Class A ordinary shares included in the ~~transaction~~Units ~~and~~(the ~~whether~~“Public Shares”) sold in the ~~terms~~Public ofOffering that have been properly tendered in connection with a shareholder vote to amend the ~~transaction~~Company’s ~~would~~amended and restated memorandum and ~~otherwise~~articles ~~require~~of association to affect the ~~Company~~substance or timing of its obligation to ~~seek~~redeem ~~shareholder~~100% ~~approval,~~of ~~unless~~such aPublic ~~vote~~Shares isif ~~required~~it byhas ~~law~~not orconsummated ~~under~~an ~~New~~Initial ~~York~~Business ~~Stock~~Combination ~~Exchange~~within ~~rules.~~24 Ifmonths from the ~~Company~~closing ~~seeks~~of ~~shareholder~~the ~~approval,~~Public itOffering; ~~will~~or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete ~~its~~an Initial Business Combination ~~only~~within if24 amonths ~~majority~~from the closing of the ~~ordinary~~Public ~~shares~~Offering. ~~voted~~The ~~are~~proceeds ~~voted~~deposited in ~~favor~~the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the ~~Initial~~claims ~~Business~~of ~~Combination~~the Company’s public shareholders.

~~If the Company holds a shareholder vote or there is a tender offer for shares in connection with an~~ Initial Business ~~Combination, a public shareholder 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 but less taxes payable. As a result, such Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

~~Pursuant~~The ~~to the~~ Company’s ~~amended~~management ~~and~~has ~~restated~~broad ~~memorandum~~discretion ~~and~~with ~~articles~~respect ofto ~~association, if~~ the ~~Company~~specific isapplication ~~unable~~of ~~to complete an Initial Business Combination within 24 months from~~ the ~~closing~~net proceeds of the Public Offering, ~~the~~although ~~Company~~substantially ~~will (i) cease~~ all ~~operations~~of ~~except for~~ the ~~purpose~~net proceeds of ~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem~~ the Public ~~Shares,~~Offering atare aintended ~~per-share price, payable in cash, equal~~ to ~~the~~be ~~aggregate~~generally ~~amount~~applied ~~then~~toward onconsummating ~~deposit~~an inInitial ~~the~~Business ~~Trust~~Combination. ~~Account~~If ~~including interest earned on~~ the ~~funds held in the Trust Account and not previously released to the~~ Company’s tosecurities ~~pay~~continue ~~income taxes, if any (less up~~ to ~~$100,000~~be oflisted ~~interest~~on ~~to pay dissolution expenses), divided by~~ the ~~number of then outstanding Public Shares~~NYSE, ~~which~~the ~~redemption~~Initial ~~will~~Business ~~completely~~Combination ~~extinguish~~must ~~public~~occur ~~shareholders’~~with ~~rights~~one asor ~~shareholders~~more ~~(including~~target ~~the~~businesses ~~right~~that totogether ~~receive~~have ~~further~~an ~~liquidating~~aggregate ~~distributions,~~fair ifmarket ~~any),~~value ~~subject~~of toat ~~applicable~~least ~~law,~~80% ~~and (iii) as promptly as reasonably possible following such redemption, subject to the approval~~ of the ~~Company’s~~assets ~~remaining~~held ~~shareholders and the Company’s board of directors, dissolve and liquidate, subject~~ in ~~each case to~~ the ~~Company’s~~Trust ~~obligations~~Account ~~under~~(excluding ~~Cayman Islands’ law to provide for claims of creditors and~~ the ~~requirements~~deferred ofunderwriting ~~other~~commissions ~~applicable law. The Sponsor~~ and ~~the~~taxes ~~Company’s~~payable on ~~officers~~income ~~and~~earned ~~directors~~on ~~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~~at bythe ~~them~~time ifof the ~~Company~~agreement ~~fails~~ to ~~complete~~enter aninto the Initial Business Combination ~~within 24 months of the closing of the Public Offering~~. ~~However~~Furthermore, ifthere ~~the~~is ~~Sponsor or~~no ~~any~~assurance ofthat the Company’s ~~officers or directors acquires any Class A ordinary shares in or after the Public Offering, such person~~ will be ~~entitled~~able to ~~liquidating~~successfully ~~distributions~~effect ~~from the Trust Account with respect to such shares if the Company fails to complete~~ an Initial Business Combination ~~within the prescribed time period~~.

InThe ~~the~~Company, ~~event~~after ofsigning a ~~liquidation,~~definitive ~~dissolution~~agreement ~~or winding~~for upan ofInitial ~~the~~Business ~~Company~~Combination, ~~after~~will aneither (i) seek shareholder approval of the Initial Business Combination, ~~the~~at ~~Company’s~~a ~~shareholders~~meeting ~~are~~called ~~entitled~~for tosuch ~~share~~purpose ~~ratably~~ in ~~all~~connection ~~assets~~with ~~remaining~~which ~~available~~shareholders ~~for~~may ~~distribution~~seek to ~~them~~redeem ~~after~~their ~~payment~~shares, regardless of ~~liabilities~~whether ~~and~~they ~~after~~vote ~~provision is made~~ for ~~each~~ ~~class~~or ofagainst ~~ordinary~~the ~~shares,~~Initial ifBusiness ~~any~~Combination, ~~having~~for ~~preference~~cash ~~over~~equal ~~the~~to ~~ordinary~~their ~~shares.~~pro rata ~~The~~share ~~Company’s~~of ~~shareholders~~the ~~have~~aggregate noamount ~~preemptive~~then oron ~~other~~deposit ~~subscription~~in ~~rights.~~the ~~There~~Trust ~~are~~Account noas ~~sinking~~of ~~fund~~two ~~provisions~~business ~~applicable~~days prior to the ~~ordinary~~consummation ~~shares~~of the Initial Business Combination, ~~except~~including ~~that the~~interest ~~Company~~but ~~will~~less ~~provide~~taxes ~~its~~payable, or (ii) provide shareholders with the opportunity to ~~redeem~~sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder 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, ~~upon~~including interest but less taxes payable. However, in no event will the ~~completion~~Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. 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. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, ~~subject~~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 shareholder approval, unless a vote is required by law or under NYSE rules. If the ~~limitations~~Company ~~described~~seeks ~~herein~~shareholder approval, it will complete its Initial Business Combination only if a majority of the ordinary shares voted are voted in favor of the Initial Business Combination.

~~Mandatory~~If ~~Liquidation~~the ~~and~~Company ~~Going~~holds ~~Concern~~a ~~Considerations~~shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder 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 but less taxes payable. As a result, such Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

~~The~~Pursuant ~~Company~~to ~~only~~the ~~has~~Company’s 24amended ~~months~~and ~~from~~restated ~~the~~memorandum ~~closing~~and ~~date~~articles of ~~the Public Offering (until December 5~~association, ~~2019)~~if ~~to complete an Initial Business Combination. If~~ the Company ~~does~~is ~~not~~unable to complete an Initial Business Combination within 24 months from the closing ~~date~~ of the Public Offering, the Company 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, subject to lawfully available funds therefor, 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 franchise and~~ income taxes, if any (less up to $100,000 of ~~such net~~ interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have 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 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire shares of Class A ordinary shares in or after the 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 prescribed time period.

In8 the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

AsTable of September 30, 2018, the Company does not have sufficient liquidity to meet its future obligations. Management has determined that the Company has access to funds in the form of working capital loans of $1,500,000 from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the Initial Business Combination or December 5, 2019.Contents

~~NOTE~~ Public 2Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands’ law to provide for claims of creditors and the requirements of other applicable law. ~~SUMMARY~~The OFSponsor ~~SIGNIFICANT~~and ~~ACCOUNTING~~the Company’s officers and directors entered into a letter agreement with the ~~POLICIES~~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 an Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s officers or directors acquires any Class A ordinary shares in or after the Public Offering, such person will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete an Initial Business Combination within the prescribed time period.

~~Basis~~In the event of ~~presentation~~a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders 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 ordinary shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders 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.

~~The~~Mandatory ~~accompanying~~Liquidation ~~unaudited interim condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)~~ and ~~pursuant~~Going toConcern ~~the~~Considerations accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2018 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.

8The Company only has 24 months from the closing date of the Public Offering (until December 5, 2019) to complete an Initial Business Combination. If the Company does not complete an Initial Business Combination within 24 months from the closing date of the Public Offering, the Company 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 the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors 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 held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire shares of Class A ordinary shares in or after the 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 prescribed time period.

~~Table~~In the event of ~~Contents~~liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

~~The~~As ~~accompanying~~of ~~unaudited~~March 31, ~~interim~~2019, ~~condensed~~the Company ~~financial~~does ~~statements~~not ~~should~~have besufficient ~~read~~liquidity ~~in conjunction~~to ~~with~~meet its future obligations. Management has determined that the ~~audited~~Company ~~financial~~will ~~statements~~receive ~~and~~advances ~~notes~~from ~~thereto~~the ~~included~~Sponsor or funds in the ~~Form~~form ~~10-K~~of ~~filed~~working bycapital loans of up to $1,500,000 from the Sponsor entity that are sufficient to fund the working capital needs of the Company ~~with~~until the ~~SEC~~Initial onBusiness ~~March~~Combination or December 295, ~~2018~~2019. See Note 4.

~~Emerging~~In ~~growth~~connection ~~company~~with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, the Company determined that the mandatory liquidation and subsequent 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 the end of business on December 5, 2019.

~~The~~9 Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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,Table 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a 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 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Contents

~~Use~~Note 2. Summary of ~~estimates~~Significant Accounting Policies

~~The~~Basis ~~preparation~~ of ~~condensed~~presentation financial statements in conformity with GAAP requires 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~Making~~The ~~estimates~~accompanying unaudited ~~requires~~condensed ~~management~~interim tofinancial ~~exercise~~statements ~~significant~~of ~~judgment~~the Company are presented in U.S. Itdollars isin atconformity ~~least~~with ~~reasonably~~accounting ~~possible~~principles ~~that~~generally accepted in the ~~estimate~~United States of America (“GAAP”) and pursuant to the ~~effect~~accounting and disclosure rules and regulations of ~~a condition~~the SEC, ~~situation~~and orreflect ~~set~~all adjustments, consisting only of ~~circumstances~~normal ~~that~~recurring ~~existed~~adjustments, atwhich are, in the ~~date~~opinion of ~~the~~management, ~~condensed~~necessary for a fair presentation of the financial ~~statements~~position as of March 31, ~~which~~2019 and ~~management~~the ~~considered~~results inof ~~formulating~~operations ~~its~~and ~~estimate,~~cash ~~could~~flows ~~change~~for the periods presented. Certain information and disclosures normally included in ~~the~~financial ~~near-term~~statements ~~due~~prepared toin ~~one~~accordance orwith ~~more~~GAAP ~~future~~have ~~confirming~~been ~~events~~omitted pursuant to such rules and regulations. Interim ~~Accordingly,~~results ~~the~~are ~~actual~~not ~~results~~necessarily ~~could~~indicative ~~differ~~of ~~significantly~~results ~~from~~for ~~those~~a ~~estimates~~full year.

~~Concentration~~The ofaccompanying ~~credit~~unaudited ~~risk~~condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 15, 2019.

~~Financial~~Emerging ~~instruments~~growth ~~that~~company potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of September 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Fair~~The ~~value~~Company is an “emerging growth company,” as defined in Section 2(a) of ~~financial~~the ~~instruments~~Securities Act, as modified by 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 auditor 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.

~~The~~Further, ~~fair~~Section 102(b)(1) ~~value~~ of the ~~Company’s~~JOBS ~~assets~~Act ~~and~~exempts ~~liabilities,~~emerging ~~which~~growth ~~qualify~~companies asfrom being required to comply with new or revised financial accounting ~~instruments~~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 ~~FASB~~the ~~ASC~~Securities ~~Topic~~Exchange ~~820~~Act of 1934, ~~“Fair~~as amended) are ~~Value~~required ~~Measurements~~to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Disclosures”~~comply ~~approximates~~with the ~~carrying~~requirements ~~amounts~~that ~~represented~~apply into non-emerging growth companies but any such 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 ~~accompanying~~Company, ~~balance~~as ~~sheets~~an emerging growth company, ~~primarily~~can ~~due~~adopt tothe ~~their~~new ~~short-term~~or ~~nature~~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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Income~~Use ~~taxes~~of estimates

The ~~Company~~preparation ~~follows the asset and liability method~~ of ~~accounting~~financial ~~for~~statements ~~income~~in ~~taxes~~conformity ~~under~~with ~~FASB~~GAAP ~~ASC~~requires ~~Topic~~management ~~740,~~to ~~“Income~~make ~~Taxes.”~~estimates ~~Deferred tax assets~~ and ~~liabilities~~assumptions ~~are~~that ~~recognized~~affect ~~for~~ the ~~estimated future tax consequences attributable to differences between the~~reported ~~financial statements carrying~~ amounts of ~~existing~~ assets and liabilities and ~~their~~disclosure ~~respective~~of ~~tax~~contingent ~~bases. Deferred income tax~~ assets and liabilities ~~are~~at ~~measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~date ~~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~~financial ~~that~~statements ~~included~~and the ~~enactment~~reported ~~date.~~amounts ~~Valuation~~of ~~allowances~~revenues ~~are~~and ~~established, when~~expenses ~~necessary,~~during ~~to reduce deferred tax assets to~~ the ~~amount~~reporting ~~expected to be realized~~periods.

~~FASB~~Making ~~ASC~~estimates ~~Topic~~requires ~~740~~management ~~prescribes~~to aexercise ~~recognition threshold~~significant ~~and~~judgment. aIt ~~measurement~~is ~~attribute~~at ~~for~~least ~~the~~reasonably ~~financial~~possible ~~statement~~that ~~recognition~~the ~~and~~estimate ~~measurement~~ of ~~tax~~the ~~positions~~effect ~~taken~~of ~~or expected to be taken in~~ a ~~tax return. For those benefits to be recognized~~ condition, asituation ~~tax~~or ~~position~~set ~~must~~of ~~be more-likely-than-not~~circumstances tothat beexisted ~~sustained~~at ~~upon~~the ~~examination~~date byof ~~taxing~~the ~~authorities.~~financial ~~The~~statements, ~~Company’s~~which management ~~determined~~considered ~~that~~in ~~the~~formulating ~~Cayman~~its ~~Islands~~estimate, iscould ~~the~~change ~~Company’s~~in ~~only~~the ~~major~~near-term ~~tax~~due ~~jurisdiction. The Company recognizes accrued interest and penalties related~~ to ~~unrecognized~~one ~~tax~~or ~~benefits~~more asfuture ~~income~~confirming ~~tax expense~~events. ~~There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30~~Accordingly, ~~2018 or December 31, 2017.~~the ~~The~~actual ~~Company~~results ~~is currently not aware of any issues under review that~~ could ~~result~~differ insignificantly ~~significant payments, accruals or material deviation~~ from ~~its~~those ~~position~~estimates.

~~There~~10 is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements.

RedeemableTable ordinaryof shares Contents

~~The~~Concentration ~~Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares~~ of ~~Class A~~credit ~~ordinary~~risk ~~shares subject to mandatory redemption (if any) are classified as liability instruments~~

9Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2019 and December 31, 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Table~~Fair value of ~~Contents~~financial instruments

~~and~~The ~~are measured at~~ fair value. ~~Shares~~ of ~~conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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)~~assets ~~are~~and ~~classified as temporary equity. At all other times~~liabilities, ~~shares~~which ofqualify ~~Class A ordinary shares are classified~~ as ~~shareholders’~~ ~~equity.~~financial ~~The~~instruments ~~Company’s~~under ~~Class A~~FASB ~~ordinary~~ASC ~~shares~~Topic ~~feature~~820, ~~certain~~“Fair Value ~~redemption~~Measurements ~~rights~~and ~~that~~Disclosures” ~~are~~approximates ~~considered~~the tocarrying beamounts ~~outside~~represented ofin the ~~Company’s~~accompanying ~~control~~balance ~~and~~sheets, ~~subject~~primarily due to ~~the~~their ~~occurrence~~short-term ~~of uncertain future events~~nature.

AsIncome ~~discussed~~taxes in Note 1, all of the 30,000,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC Topic 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 Topic 480. Although the Company has not specified a maximum redemption threshold, its amended and restated memorandum and articles of association 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~~follows ~~changes~~the asset inand ~~redemption~~liability ~~value~~method ~~immediately~~of asaccounting ~~they~~for ~~occur~~income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and ~~will~~liabilities ~~adjust~~are recognized for the ~~carrying~~estimated ~~value~~future oftax ~~the~~consequences ~~securities~~attributable atto ~~the~~differences ~~end~~between the financial statements carrying amounts of ~~each~~existing ~~reporting~~assets ~~period~~and liabilities and their respective tax bases. ~~Increases~~Deferred orincome ~~decreases~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the ~~carrying~~years ~~amount~~in ofwhich ~~redeemable~~those temporary ~~Class A~~differences ~~ordinary~~are ~~shares~~expected ~~shall~~to be ~~affected~~recovered byor ~~charges~~settled. ~~against~~The ~~additional~~effect ~~paid~~on deferred tax assets and liabilities of a change in ~~capital~~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.

~~Accordingly~~FASB ASC Topic 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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2018~~2019 ~~and~~or December 31, ~~2017,~~2018. ~~28,863,982~~The Company ~~and~~is ~~28,578,060,~~currently ~~respectively,~~not aware of 30any issues under review that could result in significant payments,~~000,000~~ ~~Public~~accruals ~~Shares were~~or ~~classified~~material ~~outside~~deviation offrom ~~permanent~~its ~~equity~~position.

~~Private~~There ~~Placement~~is ~~Warrants~~currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

~~Each whole Private Placement Warrant is exercisable for one whole Class A~~ Redeemable ordinary ~~share~~shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants has been added to the proceeds from the Public Offering to be held in the Trust Account such that at the closing of the Public Offering $300,000,000 was held in the Trust Account. If an Initial Business Combination is not completed within 24 months from the closing of the Public Offering, 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.

~~Net~~The ~~income~~Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (~~loss~~if any) ~~per~~are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary ~~share~~shares (including Class A ordinary shares 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 ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

~~The~~As ~~Company~~discussed ~~complies~~in ~~with~~Note ~~accounting~~1, ~~and~~all ~~disclosure requirements~~ of ~~FASB~~the ~~ASC Topic 260~~30,000,000 ~~“Earnings~~Public ~~Per~~Shares ~~Share”.~~contain ~~Net income~~a ~~(loss)~~redemption ~~per~~feature ~~ordinary~~which ~~share~~allows isfor ~~computed~~the byredemption ~~dividing~~of ~~net~~such ~~income~~shares ~~applicable~~under the toCompany’s ~~ordinary~~amended ~~shares~~and byrestated ~~the~~memorandum ~~weighted~~and ~~average~~articles ~~number~~ of ~~ordinary~~association. ~~shares~~In ~~outstanding~~accordance ~~for~~with ~~the~~FASB ~~period.~~ASC ~~The~~Topic ~~Company~~480, ~~has~~redemption provisions not ~~considered~~solely within the ~~effect~~control of the ~~warrants~~Company ~~sold~~require in the ~~Public~~ ~~Offering~~security ~~and~~to ~~Private~~be ~~Placement~~classified tooutside ~~purchase~~of anpermanent equity. ~~aggregate~~Ordinary ofliquidation 15events,~~333,333~~ ~~Class A~~which ~~ordinary~~involve ~~shares~~the inredemption ~~the~~and ~~calculation~~liquidation of ~~diluted~~all ~~income~~of ~~per~~the ~~share~~entity’s equity instruments, ~~since~~are ~~their~~excluded ~~inclusion~~from ~~would~~the beprovisions ~~anti-dilutive~~of ~~under~~FASB ASC Topic 480. Although the ~~treasury~~Company ~~stock~~has ~~method.~~not Asspecified a ~~result,~~maximum redemption ~~diluted~~threshold, ~~net~~its ~~income~~amended ~~per~~and ~~ordinary~~restated ~~share~~memorandum isand articles of association provide that in no event will the ~~same~~Company asredeem ~~basic~~its ~~net~~Public ~~income~~Shares ~~per~~in ~~ordinary~~an ~~share~~amount ~~for~~that ~~the~~would ~~periods~~cause ~~presented~~its net tangible assets to be less than $5,000,001.

~~The~~11 Company’s condensed statement of operations includes a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.

RelatedTable Partiesof Contents

The Company ~~follows~~recognizes ~~FASB~~changes ~~ASC~~in ~~subtopic~~redemption ~~850-10~~value ~~for~~immediately as they occur and will adjust the ~~identification~~carrying value of ~~related~~the ~~parties~~securities ~~and~~at ~~disclosure~~ the end of ~~related~~each ~~party~~reporting ~~transactions~~period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares shall be affected by charges against additional paid in capital, or in the absence of additional paid in capital, retained earnings.

~~Pursuant to Section 850-10-20~~Accordingly, ~~the~~as ~~Company’s related parties include: (a) affiliates~~ of ~~the Company (“Affiliate” means~~March 31, ~~with~~2019 ~~respect~~and ~~to any specified person~~December 31, ~~any other person that~~2018, ~~directly or indirectly through one or more intermediaries~~29, ~~controls~~163,773 ~~is controlled by or is under common control with such person, as such terms are used in~~ and ~~construed under Rule 405 under the Securities Act); (b)~~ ~~entities for which investments in their equity securities would be required~~29,009,303, ~~absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15~~respectively, ~~to be accounted for by the equity method by the investing entity; (c) trusts for the benefit~~ of ~~employees~~30,000,000 ~~such~~Public asShares ~~pension~~were ~~and profit-sharing~~classified ~~trusts~~outside ~~that are managed by or under the trusteeship~~ of ~~management;~~permanent (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interestsequity.

~~Subsequent~~Private ~~Events~~Placement Warrants

~~The~~Each ~~Company~~whole ~~evaluates~~Private ~~subsequent~~Placement ~~events~~Warrant ~~and~~is ~~transactions~~exercisable ~~that~~for ~~occur~~one ~~after~~whole ~~the~~Class A ~~balance~~ordinary ~~sheet~~share ~~date~~at ~~for~~a ~~potential~~price ~~recognition~~of or$11.50 ~~disclosure~~per share. ~~Any~~A portion of the ~~material~~purchase ~~events~~price ~~that~~of ~~occur~~the ~~between~~Private Placement Warrants has been added to the ~~balance~~proceeds ~~sheet~~from ~~date~~the ~~and~~Public Offering to be held in the ~~date~~Trust Account such that at the ~~condensed~~closing ~~financial~~of ~~statements~~the ~~were~~Public ~~issued~~Offering ~~are~~$300,000,000 ~~disclosed~~was asheld ~~subsequent~~in ~~events~~the Trust Account. If an Initial Business Combination is not completed within 24 months from the closing of the Public Offering, ~~while~~the proceeds from the ~~condensed~~sale ~~financial~~of ~~statements~~the ~~are~~Private ~~adjusted~~Placement Warrants held in the Trust Account will be used to ~~reflect~~fund ~~any~~the ~~conditions~~redemption ~~that~~of the Public Shares (subject ~~existed~~to atthe requirements of applicable law) and the ~~balance~~Private ~~sheet~~Placement ~~date~~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.

~~Recent~~Net ~~Accounting~~income ~~Pronouncements~~(loss) per ordinary share

InThe ~~August~~Company ~~2018~~complies with accounting and disclosure requirements of FASB ASC Topic 260, ~~the~~“Earnings ~~SEC~~Per ~~adopted~~Share.” Net income (loss) per ordinary share is computed by dividing net income applicable to ordinary shares by the ~~final~~weighted ~~rule~~average ~~under~~number ~~SEC~~of ~~Release~~ordinary Noshares outstanding for the period. ~~33-10532,~~ ~~Disclosure~~The Company has not considered the effect of the warrants sold in the ~~Update~~Public Offering and ~~Simplification,~~Private ~~amending~~Placement ~~certain~~to ~~disclosure~~purchase ~~requirements~~an ~~that~~aggregate ~~were~~of ~~redundant~~15, ~~duplicative~~333,333 ~~overlapping,~~Class A ~~outdated~~ordinary orshares ~~superseded.~~in Inthe ~~addition~~calculation of diluted income per share, ~~the~~since ~~amendments~~their ~~expanded~~inclusion ~~the~~would ~~disclosure~~be ~~requirements~~anti-dilutive onunder the ~~analysis~~treasury ofstock ~~shareholders’~~method. As a result, ~~equity~~diluted ~~for~~net ~~interim~~income ~~financial~~per ~~statements.~~ordinary ~~Under~~share is the ~~amendments,~~same anas ~~analysis~~basic ofnet ~~changes~~income inper ~~each~~ordinary ~~caption~~share offor the periods presented.

10The Company’s statements of operations include a presentation of net income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class method. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, less applicable income tax expense, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.

~~Table~~Related ofParties ~~Contents~~

~~shareholders’ equity presented in the balance sheet must be provided in a note or separate statement.~~ The ~~analysis~~Company ~~should~~follows ~~present~~FASB aASC ~~reconciliation~~subtopic of850-10 ~~the~~for ~~beginning balance to~~ the ~~ending balance~~identification of ~~each~~related ~~period~~parties ~~for~~and ~~which a statement~~ disclosure of ~~comprehensive~~related ~~income~~party ~~is required to be filed~~transactions. ~~The Company anticipates its first presentation of changes in shareholders’ equity, in accordance with the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019.~~

~~The~~Pursuant to Section 850-10-20, the Company’s ~~management~~related ~~does~~parties ~~not~~include: ~~believe~~(a) affiliates ~~that~~of the Company (“Affiliate” means, with respect to any specified person, any other ~~recently~~person ~~issued~~that, ~~but~~directly ~~not~~or ~~yet~~indirectly ~~effective,~~through ~~accounting~~one ~~pronouncements~~or more intermediaries, ifcontrols, ~~currently~~is ~~adopted~~controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would ~~have~~be arequired, ~~material~~absent ~~effect~~the onelection of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company’s; ~~unaudited~~(e) management ~~interim~~of ~~condensed~~the ~~financial~~Company; ~~statements~~(f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~NOTE~~12 ~~3. PUBLIC OFFERING~~

InTable the Public Offering, the Company sold 30,000,000 units at a price of $10.00 per unit (the “Units”). The Sponsor purchased 5,333,333 Private Placement Warrants at a price of $1.50 per warrant in a private placement that occurred simultaneously with the completion of the Public Offering. Contents

~~Each~~Subsequent ~~Unit~~Events consists of one Class A ordinary share, $0.0001 par value, and one-third of one warrant (each, a “Warrant” and, collectively, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding 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, if and only if the last sale price of the Company’s Class A ordinary 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 sent the notice of redemption to the Warrant holders.

The Company ~~granted~~evaluates ~~the~~subsequent ~~underwriters~~events aand ~~45-day~~transactions ~~option~~that tooccur ~~purchase~~after upthe tobalance ~~4,500,000 additional~~sheet ~~Units~~date tofor ~~cover~~potential ~~any~~recognition ~~over-allotments~~or atdisclosure. ~~the~~Any material ~~Public~~events ~~Offering~~that ~~price~~occur ~~less~~between the ~~underwriting~~balance ~~discounts~~sheet date and ~~commissions.~~the ~~The~~date ~~Units~~ that ~~would be issued in connection with~~ the ~~over-allotment~~financial ~~option~~statements ~~would~~were ~~be identical to the Units~~ issued inare ~~the Public~~disclosed ~~Offering.~~as ~~The~~subsequent ~~option~~events, towhile ~~purchase~~ the ~~additional~~financial ~~Units~~statements ~~was~~are ~~not~~adjusted ~~exercised~~to ~~and~~reflect ~~therefore~~any ~~1,125,000~~conditions ~~Founder~~that ~~Shares~~existed ~~were~~at ~~forfeited by~~ the ~~Sponsor~~balance sheet date.

~~The~~Recent ~~Company~~Accounting ~~paid~~Pronouncements an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.5% of the gross offering proceeds payable upon the Company’s completion of an Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

~~NOTE~~The 4.Company’s ~~RELATED~~management ~~PARTY~~does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently ~~TRANSACTIONS~~adopted, would have a material effect on the Company’s financial statements.

~~Founder~~Note ~~Shares~~3. Public Offering

In ~~September~~ ~~2017,~~ the ~~Sponsor~~Public ~~entered into a Securities Subscription Agreement~~Offering, ~~for~~ the ~~purchase~~Company ofsold 830,~~625~~000,000 ~~Class B~~units ~~ordinary~~at ~~shares~~a byprice ~~the~~of ~~Sponsor~~$10.00 per unit (the “~~Founder Shares~~Units”). inThe ~~exchange~~Sponsor ~~for~~purchased 5,333,333 aPrivate ~~capital~~Placement ~~contribution~~Warrants ofat ~~$25,000,~~a ~~or approximately~~price of $01.~~003~~50 per ~~share.~~warrant Asin ~~used~~a ~~herein,~~private ~~unless~~placement ~~the~~that ~~context~~occurred ~~otherwise~~simultaneously ~~requires,~~with ~~“Founder~~the ~~Shares”~~completion ~~shall~~of ~~be deemed to include~~ the ~~Class A~~Public ~~ordinary shares issuable upon conversion thereof~~Offering.

~~The~~Each ~~Founder~~Unit ~~Shares~~consists ~~are~~of ~~identical~~one toClass A ordinary share, $0.0001 par value, and one-third of one warrant (each, a “Warrant” and, collectively, the ~~Public~~“Warrants”). ~~Shares~~Each ~~except~~whole ~~that~~Warrant entitles the ~~Founder~~holder ~~Shares~~to ~~are~~purchase one Class BA ordinary share at a price of $11.50 per share. No fractional shares ~~which~~will ~~automatically~~be issued upon separation of the ~~convert~~Units ~~into~~and ~~Class A~~only ~~ordinary~~whole ~~shares~~Warrants atwill trade. Each Warrant will become exercisable on the ~~time~~later of 30 days after the completion of the Company’s Initial Business Combination or twelve months from the closing of the Public Offering and ~~are~~will ~~subject~~expire five toyears ~~certain~~after ~~transfer~~the ~~restrictions~~completion of the Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, asthe ~~described~~Company may redeem the outstanding Warrants in ~~more~~whole ~~detail~~and ~~below~~not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A ordinary 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 sent the notice of redemption to the Warrant holders.

The ~~Sponsor~~Company ~~has~~granted ~~agreed,~~the ~~subject~~underwriters toa ~~limited~~45-day ~~exceptions,~~option ~~not~~ to ~~transfer,~~purchase ~~assign~~up orto ~~sell~~4,500,000 ~~any~~additional ofUnits ~~its Founder Shares until the earliest of~~to ~~(a) one~~cover ~~year~~any ~~after~~over-allotments ~~the~~at ~~completion of~~ the ~~Initial~~Public ~~Business~~Offering ~~Combination~~price orless ~~(b)~~ the ~~date~~underwriting ondiscounts ~~which~~and ~~the~~commissions. ~~Company~~The ~~completes~~Units athat ~~liquidation,~~would ~~merger,~~be ~~share~~issued ~~exchange or other similar transaction after an Initial Business Combination that results~~ in ~~all~~ ofconnection ~~the~~with ~~Company’s shareholders having~~ the ~~right~~over-allotment tooption ~~exchange~~would ~~their Class A ordinary shares for cash, securities or other property. Any permitted transferees will~~ be ~~subject~~identical to the ~~same~~Units ~~restrictions~~issued ~~and~~in ~~other~~the ~~agreements~~Public ofOffering. ~~the Sponsor~~The ~~with~~option ~~respect~~ to ~~any~~purchase ~~Founder Shares. Notwithstanding~~ the ~~foregoing,~~additional ifUnits ~~the~~was ~~closing~~not ~~price~~exercised ofand ~~the~~therefore ~~Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits~~1, ~~share capitalizations~~125,000 ~~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, the~~ Founder Shares ~~will~~were beforfeited ~~released~~by ~~from~~the ~~such transfer restrictions~~Sponsor.

The Company ~~Sponsor~~paid ~~has~~underwriting ~~agreed,~~discounts ~~subject~~of to2.0% ~~limited~~of ~~exceptions,~~the ~~not~~per Unit offering price to ~~transfer~~the underwriters at the closing of the Public Offering, ~~assign~~with oran ~~sell~~additional ~~any~~fee (the “Deferred Discount”) of ~~their~~3.5% ~~Private~~of ~~Placement~~the ~~Warrants~~gross ~~until~~offering ~~30 days~~proceeds ~~after~~payable upon the Company’s completion of an Initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

InNote ~~January~~4. ~~2018,~~Related ~~the~~Party ~~Underwriters’~~Transactions ~~over-allotment option expired and as a result the Sponsor forfeited 1,125,000 Class B ordinary shares.~~

~~Registration~~Founder ~~Rights~~ Shares

~~The~~In ~~holders~~September ~~of Founder Shares~~2017, ~~Private~~the ~~Placement~~Sponsor ~~Warrants~~entered ~~and~~into ~~Warrants~~a ~~that~~Securities ~~may~~Subscription beAgreement, ~~issued~~for ~~upon~~the ~~conversion~~purchase of ~~working capital loans~~8,625,000 ifClass B ~~any,~~ordinary ~~will~~shares beby ~~entitled~~the toSponsor ~~registration rights~~ (in the ~~case of the~~ “Founder Shares,”) ~~only~~in ~~after~~exchange ~~conversion~~for ofa ~~such~~capital ~~shares~~contribution toof ~~Class A~~$25,000, ~~ordinary~~or ~~shares)~~approximately ~~pursuant~~$0.003 toper ashare. ~~registration~~As ~~rights~~used ~~agreement~~herein, ~~entered~~unless ~~into in connection with~~ the ~~consummation~~context ofotherwise ~~the Public~~requires, ~~Offering.~~“Founder ~~These~~Shares” ~~holders~~shall ~~will~~ be ~~entitled~~deemed to ~~certain~~include the ~~demand~~Class A ~~and~~ordinary ~~“piggyback”~~shares ~~registration~~issuable ~~rights~~upon conversion thereof.

~~However,~~The ~~the registration~~Founder ~~rights~~Shares ~~agreement~~are ~~provides~~identical ~~that~~to the ~~Company~~Public ~~will~~Shares ~~not~~except ~~permit~~that ~~any~~the Founder ~~registration~~Shares ~~statement~~are ~~filed~~Class B ~~under~~ordinary ~~the~~shares ~~Securities~~which ~~Act~~automatically toconvert ~~become~~into ~~effective~~Class A ~~until~~ordinary ~~termination~~shares ofat the ~~applicable~~time ~~lock-up~~of ~~period.~~the ~~The~~ Company’s ~~will~~Initial ~~bear~~Business ~~the~~Combination ~~expenses~~and ~~incurred~~are insubject ~~connection~~to ~~with~~certain ~~the~~transfer ~~filing~~restrictions, ofas ~~any~~described ~~registration~~in ~~statements~~more detail ~~under the agreement~~below.

11The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earliest of (a) one year after the completion of the Initial Business Combination or (b) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an Initial Business

~~Table~~13 ~~of Contents~~

ForwardTable Purchaseof Agreement Contents

On Combination ~~December 5,~~that ~~2017,~~results in all of the Company’s ~~entered~~shareholders ~~into~~having athe ~~forward~~right ~~purchase~~to ~~agreement~~exchange ~~(the~~their ~~“Forward~~Class A ~~Purchase~~ordinary ~~Agreement”)~~shares ~~pursuant~~for tocash, securities or other property. Any permitted ~~which~~transferees ~~the~~will ~~Sponsor~~be ~~agreed~~subject to ~~purchase~~the ~~Units~~same ~~consisting~~restrictions ofand another ~~aggregate~~agreements of upthe Sponsor with respect to 25any Founder Shares. Notwithstanding the foregoing,~~000,000~~ if the closing price of the Class A ordinary shares, ~~plus~~equals anor ~~aggregate~~exceeds of$12.00 upper toshare (as 8adjusted for share splits,~~333~~ share capitalizations,~~333~~ ~~warrants~~reorganizations, ~~(the~~recapitalizations ~~“Forward~~and ~~Purchase~~the ~~Warrants”~~like), for anany ~~aggregate~~20 ~~purchase~~trading ~~price of~~days upwithin toany ~~$250,000,000~~30-trading orday ~~$10.00~~period ~~per~~commencing ~~unit~~at ~~(collectively,~~least ~~the~~150 ~~“Forward~~days ~~Purchase~~after ~~Units”).~~the ~~The~~Initial Business ~~Forward~~Combination, ~~Purchase~~the ~~Warrants~~Founder ~~have~~Shares ~~the~~will ~~same~~be ~~terms~~released asfrom ~~the~~such ~~Private~~transfer ~~Placement Warrants~~restrictions.

The obligations under the Forward Purchase Agreement do not depend on whether any public shareholders elect to redeem their shares in connection with the Initial Business Combination and provide the Company with a minimum funding level for the Initial Business Combination. Additionally, the obligations of the Sponsor ~~to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of such Units by mutual written consent of the Company and the Sponsor~~agreed, or automatically: (i) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the amended and restated memorandum and articles of association; or (ii) if the Sponsor or the Company become subject to ~~any voluntary or involuntary petition~~limited ~~under the United States federal bankruptcy laws or any state insolvency law~~exceptions, ~~in each case which is~~ not ~~withdrawn~~to ~~within sixty (60) days after being filed~~transfer, orassign ~~a receiver, fiscal agent~~ or ~~similar~~sell ~~officer~~any ~~is appointed by a court for business or property~~ of ~~the~~their ~~Sponsor~~Private orPlacement ~~the~~Warrants ~~Company~~until in30 ~~each case which is not removed, withdrawn or terminated within sixty (60)~~ days after ~~such appointment. In addition,~~ the ~~obligations~~completion of the ~~Sponsor to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the~~ Initial Business Combination ~~must be consummated substantially concurrently with the purchase of the Forward Purchase Units~~.

~~Promissory~~In ~~Note~~January —2018, ~~Related~~the ~~Party~~underwriters’ over-allotment option expired and as a result the Sponsor forfeited 1,125,000 Class B ordinary shares.

~~The Sponsor~~Registration ~~agreed~~Rights to loan the Company up to $300,000 to be used for the payment of costs related to the Public Offering. The loan was non-interest bearing, unsecured and due upon demand on the earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018.

~~Advances~~The holders ~~from~~of ~~Related~~Founder ~~Parties~~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 Class A ordinary shares) pursuant to a registration rights agreement entered into in connection with the consummation of the Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights.

~~An Affiliate~~However, of the ~~Company’s~~registration ~~executive~~rights ~~officers~~agreement ~~and~~provides ~~the~~that ~~Sponsor paid certain administrative expenses and offering costs on behalf of~~ the Company. ~~These~~will ~~advances~~not ~~were~~permit ~~due~~any onregistration ~~demand~~statement ~~and~~filed ~~were~~under ~~non-interest~~the ~~bearing.~~Securities ~~These~~Act ~~related~~to ~~parties~~become ~~paid~~effective ~~certain~~until ~~administrative~~termination ~~expenses and offering costs on behalf~~ of the ~~Company~~applicable inlock-up ~~the amount of $212,573~~period. The ~~outstanding~~Company ~~balance~~will onbear the ~~advances~~expenses ~~was~~incurred ~~repaid~~ in ~~full~~connection inwith ~~March~~the ~~2018~~filing ~~and~~of ~~June~~any ~~2018~~registration statements under the agreement.

~~Administrative~~Forward ~~Service~~Purchase ~~Fee~~Agreement

~~The~~On ~~Company agreed~~December 5, ~~commencing~~2017, on the ~~effective~~Company ~~date~~entered ofinto ~~the~~a ~~Public~~forward ~~Offering~~purchase ~~through~~agreement (the ~~earlier~~“Forward ofPurchase ~~the~~Agreement”) ~~Company’s~~pursuant ~~consummation~~to ofwhich the anSponsor ~~Initial~~agreed ~~Business Combination and its liquidation,~~ to ~~pay~~purchase anUnits ~~Affiliate~~consisting of ~~the Sponsor a monthly fee of~~ up to ~~$20~~25,000 ~~for office space~~,000 ~~and~~Class A ~~secretarial~~ordinary ~~and~~shares, ~~administrative~~plus ~~services.~~up ~~The~~to ~~Company incurred $60~~8,~~000 and $180~~333,~~000~~333 ~~for~~warrants ~~such expenses under~~ (the ~~administrative~~“Forward ~~services~~Purchase ~~agreement~~Warrants”), for ~~the~~an ~~three~~aggregate ~~and~~purchase ~~nine~~price ~~months~~of ~~ended~~up ~~September 30,~~to ~~2018~~$250,000,000 ~~respectively~~or $10.00 Asper ofunit ~~September 30~~(collectively, ~~2018,~~ the ~~outstanding~~“Forward ~~payable~~Purchase ~~due~~Units”). ~~was~~The ~~$180,000~~Forward ~~and~~Purchase ~~included~~Warrants inhave ~~accounts~~the ~~payable~~same ~~and~~terms ~~accrued~~as ~~expenses on~~ the ~~condensed~~Private ~~balance~~Placement ~~sheet~~Warrants.

~~Related~~The ~~Party~~obligations ~~Loans~~under the Forward Purchase Agreement do not depend on whether any public shareholders elect to redeem their shares in connection with the Initial Business Combination and provide the Company with a minimum funding level for the Initial Business Combination. Additionally, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of such Units by mutual written consent of the Company and the Sponsor, or automatically: (i) if the Initial Business Combination is not consummated within 24 months from the closing of the Public Offering, unless extended up to a maximum of sixty (60) days in accordance with the amended and restated memorandum and articles of association; or (ii) if the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition, the obligations of the Sponsor to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the Initial Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units.

InPromissory ~~order~~Note to— ~~finance transaction~~Related ~~costs~~Party in connection with an Initial Business Combination, an affiliate of the Sponsor will, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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 $1,500,000 of such Working Capital Loans may be convertible into Warrants of the post Initial Business Combination entity at a price of $1.50 per Warrant. The Warrants would be identical to the Private Placement Warrants. As of September 30, 2018 and December 31, 2017, there were no Working Capital Loans outstanding.

~~NOTE~~The Sponsor 5agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Public Offering. ~~SHAREHOLDERS’~~The ~~EQUITY~~loan was non-interest bearing, unsecured and due upon demand on the earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018.

~~Class A~~14 Ordinary Shares — The Company is authorized to issue 350,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2018 and December 31, 2017, there were 30,000,000 Class A ordinary shares issued and outstanding, of which 28,863,982 shares and 28,578,060 shares were classified outside of permanent equity, respectively.

Class BTable Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of September 30, 2018 and December 31, 2017, there were 7,500,000 Class B ordinary shares issued and outstanding. The number of Class B ordinary shares outstanding as of September 30, 2018 and December 31, 2017 excludes 1,125,000 Class B ordinary shares that were forfeited in January 2018 since the over-allotment option was not exercised by the underwriters. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the Initial Business Combination. The ratio at which Class B ordinary shares will convert into Class A ordinary shares will be such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares outstanding upon the completion of the Public Offering, plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination, (excluding securities issued as part of the Forward Purchase Units) excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination and any Warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the Initial Business Combination. Contents

12Advances from Related Parties

~~Table~~An Affiliate of ~~Contents~~the Company’s executive officers and the Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances were due on demand and were non-interest bearing. From inception to March 31, 2019, these related parties paid certain administrative expenses and offering costs on behalf of the Company in the amount of $224,842. The outstanding balance on the advances as of March 31, 2019 and December 31, 2018 were $0 and $12,269, respectively.

~~Holders~~Administrative ofService ~~Class A~~Fee ~~ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law.~~

~~Preference~~The ~~Shares —~~Company ~~The~~agreed, commencing on the effective date of the Public Offering through the earlier of the Company’s isconsummation ~~authorized~~of toan ~~issue~~Initial 10Business Combination and its liquidation,~~000,000~~ ~~preference~~to ~~shares~~pay ~~with~~an Affiliate of the Sponsor a ~~par~~monthly ~~value~~fee of up to $020,000 for office space, and secretarial and administrative services.~~0001~~ ~~per~~The ~~share~~Company incurred $60,000 for such expenses under the administrative services agreement for the three months ended March 31, 2019 and 2018. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, ~~there~~the ~~were~~outstanding nopayable ~~preference~~due ~~shares~~was ~~issued~~$300,000 orand ~~outstanding~~$240,000 and is included in accounts payable and accrued expenses on the accompanying balance sheets.

~~Warrants~~Related —Party ~~Warrants~~Loans may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The 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 Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their 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 the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its reasonable 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 Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares 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 Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation.

~~The~~In ~~Private~~order ~~Placement~~to ~~Warrants~~finance transaction ~~are~~costs ~~identical~~in connection with an Initial Business Combination, an affiliate of the Sponsor intends to loan the ~~Warrants,~~Company ~~except~~funds ~~that~~(“Working Capital Loans”). If the ~~Private~~Company ~~Placement~~completes ~~Warrants~~an ~~and~~Initial Business Combination, the ~~Class A~~Company ~~ordinary~~would ~~shares~~repay ~~issuable~~the ~~upon~~Working ~~exercise~~Capital Loans out of the ~~Private~~proceeds ~~Placement~~of ~~Warrants~~the ~~will~~Trust ~~not~~Account bereleased ~~transferable~~to the Company. Otherwise, ~~assignable~~the orWorking ~~salable~~Capital ~~until~~Loans 30would ~~days~~be ~~after~~repaid ~~the~~only ~~completion~~out of anfunds ~~Initial~~held ~~Business~~outside ~~Combination,~~the ~~subject~~Trust toAccount. ~~certain~~Except ~~limited~~for ~~exceptions.~~the ~~Additionally~~foregoing, the ~~Private~~terms of such ~~Placement~~Working ~~Warrants~~Capital ~~will~~Loans, beif ~~non-redeemable~~any, sohave ~~long~~not asbeen ~~they~~determined ~~are~~and ~~held~~no bywritten ~~the~~agreements ~~Sponsor~~exist orwith ~~its~~respect ~~permitted~~to ~~transferees~~such loans. IfThe ~~the~~Working ~~Private~~Capital ~~Placement~~Loans ~~Warrants~~would ~~are~~either ~~held~~be byrepaid ~~someone~~upon ~~other~~consummation ~~than~~of ~~the~~an ~~Sponsor~~Initial Business Combination, without interest, or, ~~its~~at ~~permitted~~the ~~transferees~~lender’s discretion, ~~the~~up ~~Private~~to ~~Placement~~$1,500,000 ~~Warrants~~of ~~will~~such Working Capital Loans may be ~~redeemable~~convertible byinto Warrants of the ~~Company~~post ~~and~~Initial ~~exercisable~~Business byCombination ~~such~~entity ~~holders~~at ona ~~the~~price ~~same~~of ~~basis~~$1.50 asper Warrant. The Warrants would be identical to the Private Placement Warrants. As of March 31, 2019 and December 31, 2018, there were no Working Capital Loans outstanding.

~~The~~Note ~~Company~~5. ~~may~~Shareholders’ ~~call the Warrants for redemption (except with respect to the Private Placement Warrants):~~ Equity

•Class A inOrdinary ~~whole~~Shares — The Company is authorized to issue 350,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2019 and ~~not~~December 31, in2018, ~~part;~~there were 30,000,000 Class A ordinary shares issued and outstanding, of which 29,163,773 shares and 29,009,303 shares were classified outside of permanent equity, respectively.

•Class B atOrdinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a ~~price~~par value of $0.010001 per ~~warrant;~~share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of March 31, 2019 and December 31, 2018, there were 7,500,000 Class B ordinary shares issued and outstanding. The number of Class B ordinary shares outstanding as of March 31, 2019 and December 31, 2018 excludes 1,125,000 Class B ordinary shares that were forfeited in January 2018 since the over-allotment option was not exercised by the underwriters. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the Initial Business Combination. The ratio at which Class B ordinary shares will convert into Class A ordinary shares will be such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A ordinary shares outstanding upon the completion of the Public Offering, plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination, (excluding securities issued as part of the Forward Purchase Units) excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination and any Warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the Initial Business Combination.

•15 ~~upon a minimum of 30 days’ prior written notice of redemption; and~~

•Table if, and only if, the last reported closing price of the ordinary 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.Contents

IfHolders the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement, the exercise price and number of Class A ordinary shares ~~issuable~~and upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class AB ordinary shares ~~at a price below its exercise price. Additionally, in no event~~ will ~~the~~vote ~~Company be~~together ~~required~~as toa ~~net~~single ~~cash~~class ~~settle~~on ~~the~~all ~~warrant~~matters ~~shares.~~submitted ~~If the Company is unable~~ to ~~complete~~a anvote ~~Initial Business Combination within 24 months from the consummation~~ of ~~the~~shareholders ~~Public~~except ~~Offering~~as ~~and~~required ~~the~~by Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrantslaw. ~~Accordingly, the Warrants may expire worthless.~~

~~NOTE~~Preference 6Shares — The Company is authorized to issue 10,000,000 preference shares with a par value of $0.0001 ~~FAIR~~per ~~VALUE~~share. ~~MEASUREMENTS~~As of March 31, 2019 and December 31, 2018, there were no preference shares issued or outstanding.

~~The~~Warrants ~~following~~— ~~table~~Warrants ~~presents~~may ~~information~~only ~~about~~be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the ~~Company’s~~Units ~~assets~~and ~~that~~only ~~are~~whole ~~measured~~Warrants will trade. The Warrants will become exercisable on the later of (a) ~~recurring~~30 ~~basis~~days asafter the completion of ~~September~~an Initial Business Combination or (b) ~~30,~~twelve ~~2018~~months from the closing of the Public Offering; ~~and~~provided ~~December 31,~~in ~~2017~~each ~~and~~case ~~indicates~~that the ~~fair~~Company ~~value~~has ~~hierarchy~~an ofeffective registration statement under the ~~valuation~~Securities ~~techniques~~Act ~~that~~covering the Class A ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company ~~utilized~~permits holders to ~~determine~~exercise ~~such~~their ~~fair~~Warrants ~~value.~~on Ina ~~general,~~cashless ~~fair~~basis ~~values~~and ~~determined~~such bycashless ~~Level 1~~exercise ~~inputs~~is ~~utilize~~exempt ~~quoted~~from ~~prices~~registration ~~(unadjusted~~under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days, ~~active~~after ~~markets~~the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for ~~identical~~the ~~assets~~registration, orunder ~~liabilities.~~the ~~Fair~~Securities ~~values~~Act, ~~determined~~of bythe ~~Level~~Class 2A ~~inputs~~ordinary ~~utilize~~shares ~~data~~issuable ~~points~~upon exercise ~~that~~of ~~are~~the ~~observable,~~Warrants. The Company will use its reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such asregistration ~~quoted~~statement, ~~prices~~and a current prospectus relating thereto, ~~interest~~until ~~rates~~the ~~and~~expiration ~~yield~~of ~~curves~~the Warrants in accordance with the provisions of the warrant agreement. ~~Fair~~If ~~values~~a ~~determined~~registration bystatement ~~Level~~covering the Class 3A ~~inputs~~ordinary ~~are unobservable~~shares ~~data~~issuable ~~points~~upon ~~for~~exercise of the ~~asset~~Warrants oris ~~liability~~not effective by the sixtieth (60th) day after the closing of the Initial Business Combination, ~~and~~warrant ~~includes~~holders ~~situations~~may, ~~where~~until such time as there is ~~little,~~an ifeffective registration statement and during any period when the Company will have failed to maintain an effective registration statement, ~~market~~exercise ~~activity~~Warrants ~~for~~on a “cashless basis” in accordance with Section 3(a)(9) of the ~~asset~~Securities Act or ~~liability~~another exemption. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation.

Description	Fair Value		Quoted Prices inActiveMarkets (Level 1)		SignificantOtherObservableInputs (Level 2)		SignificantOtherUnobservableInputs (Level 3)
Investments held in Trust Account
September 30, 2018	$	303,754,566	$	303,754,566	$	—	$	—
December 31, 2017	$	300,225,208	$	300,225,208	$	—	$	—

The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the Class A ordinary shares 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 Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants.

13The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants):

~~Table~~• ofin ~~Contents~~whole and not in part;

~~NOTE~~• 7.at ~~SUBSEQUENT~~a ~~EVENTS~~price of $0.01 per warrant;

On• ~~October 3,~~upon ~~2018,~~a ~~the~~minimum ~~Company~~of ~~received~~30 ~~notice~~days’ ~~from~~prior ~~the~~written ~~New~~notice ~~York Stock Exchange (the “NYSE”) that it was not currently in compliance with the requirement~~ of ~~Section 802.01B~~redemption; ~~of the New York Stock Exchange Listed Company Manual (the “Manual”) that the Company’s Class A ordinary~~ and

• if, and only if, the last reported closing price of the ordinary shares beequals ~~held~~or byexceeds $18.00 per share for any 20 trading days within a ~~minimum~~30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of ~~300~~redemption ~~public~~to ~~shareholders.~~the warrant holders.

~~Pursuant~~If tothe ~~such~~Company ~~notice~~calls the Warrants for redemption, management will have the ~~Company~~option isto ~~subject~~require all holders that wish to exercise the ~~procedures~~Warrants ~~set~~to do ~~forth~~so on a “cashless basis,” as described in ~~Sections~~the ~~801~~warrant agreement, the exercise price and ~~802~~number of Class A ordinary shares issuable upon exercise of the ~~Manual~~Warrants ~~and~~may ~~must~~be ~~submit~~adjusted ain ~~business~~certain circumstances including in the event of a ~~plan~~share ~~that~~dividend, ~~demonstrates~~or ~~how~~recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company ~~expects~~be required to ~~return~~net tocash ~~compliance~~settle ~~with~~the warrant shares. If the ~~minimum~~Company ~~public~~is ~~shareholders~~unable ~~requirement~~to complete an Initial Business Combination within 1824 months offrom ~~receipt~~the consummation of the ~~notice.~~Public ~~The~~Offering and the Company ~~anticipates~~liquidates ~~that~~the itfunds ~~will~~held ~~satisfy~~in ~~this~~the ~~listing~~Trust ~~requirement~~Account, holders ~~within~~of Warrants will not receive any of such ~~time period~~funds ~~once~~with itrespect ~~locates~~to atheir ~~target~~Warrants, ~~business~~nor will they receive any distribution from the Company’s assets held outside of the Trust Account with ~~which~~the respect to ~~consummate~~such anWarrants. ~~initial~~Accordingly, ~~business~~the Warrants ~~combination~~may expire worthless.

1416

~~Item~~Note 26. ~~Management’s~~Fair ~~Discussion~~Value ~~and~~Measurements ~~Analysis of Financial Condition and Results of Operations~~

~~References~~The tofollowing ~~“we”~~table presents information about the Company’s assets that are measured on a recurring basis as of March 31, ~~“us”~~2019 and December 31, ~~“our”~~2018 orand indicates the “fair value hierarchy of the valuation techniques that the Company” ~~are~~utilized to ~~Regalwood~~determine ~~Global~~such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active ~~Energy~~markets ~~Ltd~~for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, ~~except~~such ~~where~~as ~~the~~quoted ~~context~~prices, ~~requires~~interest ~~otherwise~~rates and yield curves. ~~The~~Fair ~~following~~values ~~discussion~~determined ~~should~~by beLevel 3 ~~read~~inputs inare unobservable ~~conjunction~~data ~~with~~points ~~our~~for ~~condensed~~the ~~financial~~asset ~~statements~~or liability, and ~~related~~includes ~~notes~~situations ~~thereto~~where ~~included~~there ~~elsewhere~~is inlittle, ~~this~~if ~~report~~any, market activity for the asset or liability.

Cautionary Note Regarding Forward-Looking Statements


Description	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments held in Trust Account
March 31, 2019	$	307,049,881	$	307,049,881	$	—	$	—

December 31, 2018	$	305,342,146	$	305,342,146	$	—	$	—

~~This~~17 Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 Table of Contents

WeItem are a blank check company incorporated on September 14, 2017 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses2. ~~Although~~Management’s weDiscussion ~~are~~and ~~not~~Analysis ~~limited to a particular industry or sector for purposes~~ of ~~consummating~~Financial anCondition ~~Initial Business Combination, we intend to make investments in oil~~ and ~~gas~~Results ~~exploration and production, midstream, refining and marketing and energy services companies outside~~ of ~~North America that may provide opportunities for attractive risk-adjusted returns. Our Sponsor is CIEP Sponsor Ltd., a Cayman Islands company.~~ Operations

WeReferences ~~consummated our Public Offering on December 5, 2017. If we are unable~~ to ~~complete~~ ~~an Initial Business Combination within 24 months from the closing of the Public Offering,~~ “we ~~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~~“us”, ~~subject~~“our” toor ~~lawfully available funds therefor, redeem~~ the ~~Public~~“Company” ~~Shares,~~are ~~at a per-share price, payable in cash, equal~~ to ~~the aggregate amount then on deposit in the Trust Account including~~Regalwood ~~interest~~Global ~~earned~~Energy ~~on the funds held in the Trust Account and not previously released to the Company to pay income taxes~~Ltd., ifexcept ~~any~~where ~~(less up to $100,000 of interest to pay dissolution expenses), divided by~~ the ~~number~~context ofrequires ~~then~~otherwise. ~~outstanding~~The ~~Public~~following ~~Shares, which~~discussion ~~redemption~~should ~~will~~be ~~completely~~read ~~extinguish~~in ~~public~~conjunction ~~shareholders’~~with ~~rights~~our ascondensed ~~shareholders~~interim ~~(including~~financial ~~the~~statements ~~right to receive further liquidating distributions, if any), subject to applicable law,~~ and ~~(iii) as~~related ~~promptly~~notes asthereto ~~reasonably~~included ~~possible following~~elsewhere ~~such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject~~ in ~~each~~this ~~case to the Company’s obligations under Cayman Islands’ law to provide for claims of creditors and the requirements of other applicable law~~report.

OnCautionary ~~October 3,~~Note ~~2018,~~Regarding weForward-Looking ~~received~~Statements notice from the New York Stock Exchange (the “NYSE”) that we were not currently in compliance with the requirement of Section 802.01B of the New York Stock Exchange Listed Company Manual (the “Manual”) that our Class A ordinary shares be held by a minimum of 300 public shareholders.

~~Pursuant~~This toQuarterly ~~such~~Report ~~notice,~~on weForm 10-Q includes ~~are~~forward-looking ~~subject~~statements towithin the ~~procedures~~meaning of ~~set~~Section 27A ~~forth~~of inthe ~~Sections~~Securities ~~801~~Act of 1933, as amended, and ~~802~~ Section 21E of the ~~Manual~~Securities ~~and~~Exchange ~~must~~Act ~~submit~~of a1934, ~~business~~as ~~plan~~amended. ~~that~~We ~~demonstrates~~have ~~how~~based wethese ~~expect~~forward-looking tostatements ~~return~~on our current expectations and projections about future events. These forward-looking statements are subject to ~~compliance~~known ~~with~~and ~~the~~unknown ~~minimum~~risks, ~~public~~uncertainties ~~shareholders~~and ~~requirement~~assumptions ~~within~~about 18us ~~months~~that may cause our actual results, levels of ~~receipt~~activity, performance or achievements to be materially different from any future results, levels of ~~the~~activity, ~~notice~~performance or achievements expressed or implied by such forward-looking statements. WeIn ~~anticipate~~some ~~that~~cases, weyou ~~will~~can ~~satisfy~~identify forward-looking statements ~~this~~by ~~listing~~terminology such as “may,” “should,” ~~requirement~~“could,” ~~within~~“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such ~~time~~terms ~~period~~or ~~once~~other itsimilar ~~locates~~expressions. Factors that might cause or contribute to such a ~~target~~discrepancy ~~business~~include, ~~with~~but ~~which~~are not limited to, ~~consummate~~those andescribed ~~initial~~in ~~business~~our ~~combination~~other SEC filings.

~~Results~~Overview ~~of Operations~~

~~Since~~We ~~the~~are ~~consummation~~a ofblank ~~our~~check ~~Public~~company ~~Offering~~incorporated on September 14, ~~our~~2017 ~~activity~~as ~~has~~a ~~been~~Cayman ~~limited~~Islands toexempted company for the ~~search~~purpose ~~for~~of effecting a merger, ~~prospective~~share ~~Initial~~exchange, ~~Business Combination~~asset acquisition, ~~and~~share purchase, reorganization or similar business combination with one or more businesses. Although we ~~will~~are not ~~generate~~limited ~~any~~to ~~operating~~a ~~revenues~~particular ~~until~~industry ~~the~~or ~~completion~~sector for purposes of ~~our~~consummating an Initial Business Combination., Wewe ~~expect~~intend to ~~incur~~make ~~expenses~~investments asin aoil ~~result~~and ofgas ~~being~~exploration aand ~~public company (for legal~~production, ~~financial reporting~~midstream, ~~accounting~~refining and ~~auditing compliance),~~marketing asand ~~well~~energy asservices ~~increased~~companies ~~expenses~~outside ~~for~~of ~~due~~North ~~diligence~~America ~~expenses.~~that Wemay ~~expect~~provide toopportunities ~~continue~~for toattractive ~~incur~~risk-adjusted ~~significant~~returns. ~~costs~~Our Sponsor inis ~~the~~CIEP ~~pursuit~~Sponsor ofLtd., ~~our~~a ~~acquisition~~Cayman ~~plans~~Islands company.

~~For~~We ~~the~~consummated ~~three~~our ~~and~~Public ~~nine~~Offering ~~months~~on ~~ended September~~December 305, ~~2018~~2017. If we are unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering, we ~~had~~will ~~net~~(i) cease ~~income~~all operations except for the purpose of $1winding up,~~231~~ (ii) as promptly as reasonably possible but no more than ten business days thereafter,~~516~~ ~~and~~subject $2to lawfully available funds therefor,~~859,216,~~ ~~which~~redeem ~~consisted~~the ofPublic $1Shares,~~382~~ at a per-share price,~~832~~ ~~and $3~~payable in cash,~~529,358~~ equal to the aggregate amount then on deposit in the Trust Account including interest ~~income,~~earned ~~offset~~on bythe ~~total~~funds ~~expenses~~held ofin ~~$151,316~~the Trust Account and ~~$670,142,~~not ~~respectively.~~previously ~~For~~released to the ~~three~~Company ~~months~~to ~~ended~~pay ~~September 30,~~income ~~2018~~taxes, ~~total~~if ~~expenses~~any ~~included~~(less up to $60100,000 ~~and~~of ~~$91~~interest to pay dissolution expenses),~~316~~ individed ~~related~~by ~~party~~the ~~administrative~~number ~~fees~~of ~~and~~then ~~general~~outstanding ~~and~~Public ~~administrative expenses~~Shares, ~~respectively.~~which ~~For~~redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~nine~~right ~~months~~to ~~ended~~receive ~~September 30~~further liquidating distributions, ~~2018~~if any), ~~total~~subject ~~expenses~~to ~~included~~applicable ~~$180~~law,~~000~~ and ~~$490~~(iii) as promptly as reasonably possible following such redemption,~~142~~ insubject ~~related~~to ~~party~~the ~~administrative~~approval ~~fees~~of ~~and~~the ~~general~~Company’s remaining shareholders and ~~administrative~~the ~~expenses,~~Company’s ~~respectively.~~board ~~For~~of ~~the~~directors, ~~period~~dissolve ~~from September 14~~and liquidate, ~~2017~~subject ~~(date~~in ofeach ~~inception)~~case to ~~September 30,~~the ~~2017,~~Company’s ~~total~~obligations ~~expenses~~under ~~included~~Cayman Islands’ ~~$11,375~~law into ~~general~~provide for claims of creditors and ~~administrative~~the ~~expenses~~requirements of other applicable law.

1518

~~Liquidity~~Results ~~and~~of ~~Capital~~Operations ~~Resources~~

AsSince ~~indicated in~~ the ~~accompanying~~consummation ~~unaudited~~of ~~condensed~~our ~~financial~~Public ~~statements~~Offering, asour ofactivity ~~September~~has ~~30,~~been ~~2018~~limited to the search for a prospective Initial Business Combination, and we ~~had~~will ~~$623,592~~not ingenerate ~~our~~any operating ~~bank account,~~revenues ~~$3,529,358~~until the completion of ~~interest~~our ~~available~~Initial inBusiness ~~the~~Combination. ~~Trust~~We ~~Account~~expect to ~~pay~~incur expenses as a result of being a public company (for ~~taxes~~legal, iffinancial ~~any~~reporting, accounting and ~~working~~auditing ~~capital~~compliance), as well as increased expenses for due diligence expenses. We expect to continue to incur significant costs in the pursuit of ~~$385,259~~our acquisition plans.

~~Through September~~For ~~30,~~the ~~2018,~~three ~~our~~months ~~liquidity~~ended ~~needs~~March 31, ~~have~~2019 ~~been~~and ~~satisfied~~2018, ~~through~~we ~~receipt~~had net income of a$1,544,703 and $25615,~~000~~184, ~~capital~~which ~~contribution~~consisted ~~from~~of ~~the~~$1,707,735 ~~Sponsor~~and $950,485 in ~~exchange~~interest ~~for~~income, ~~the~~offset ~~issuance~~by oftotal ~~the~~expenses ~~Founder~~of ~~Shares to the Sponsor~~$(163,032) and $~~300~~(335,~~000~~301), inrespectively. ~~loans~~For ~~from~~ the ~~Sponsor~~three months ended March 31, ~~$212~~2019,~~573~~ ~~in advances~~total ~~from~~expenses ~~related~~included ~~parties~~$60,000 and ~~the~~$103,032 ~~proceeds~~in ~~from~~related ~~the~~party ~~sale~~administrative offees ~~the~~and ~~Private~~general ~~Placement~~and administrative ~~Warrants~~expenses, ~~not~~respectively. ~~held~~For in the ~~Trust~~three ~~Account.~~months Weended ~~fully~~March 31, ~~repaid~~2018, ~~the~~total ~~loans~~expenses ~~from~~included ~~the~~$60,000 ~~Sponsor~~ and ~~the~~$275,301 ~~advances~~in ~~from~~ related ~~parties~~party inadministrative ~~March~~fees and ~~June~~general ~~2018~~and administrative expenses, respectively.

WeLiquidity ~~intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable~~ and ~~deferred~~Capital ~~underwriting~~Resources commissions), to complete our Initial Business Combination. We may withdraw interest income (if any) to pay our income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Based on the foregoing, management believes that we will not have sufficient working~~As ~~capital~~indicated toin ~~meet our needs through~~ the ~~earlier~~accompanying ofunaudited ~~the~~condensed ~~consummation~~interim offinancial anstatements, ~~Initial~~as ~~Business Combination or one year from the issuance~~ of ~~the~~March 31, ~~accompanying~~2019 ~~condensed~~and ~~financial statements. Over this time period~~2018, we ~~will~~had ~~be using these funds to pay existing accounts payable~~$443,654 ~~identify~~ and ~~evaluate~~$565,693 ~~prospective~~in ~~Initial~~our ~~Business~~operating ~~Combination~~bank ~~candidates~~account, ~~perform~~$1,707,735 ~~due~~and ~~diligence on prospective target businesses~~$950,485 ~~pay~~of ~~for~~interest ~~travel~~available ~~expenditures,~~in ~~select~~ the ~~target~~Trust ~~business~~Account to ~~merge~~pay taxes, ~~with~~if ~~or acquire~~any, and ~~structure,~~ ~~negotiate~~working ~~and~~capital ~~consummate~~of ~~the~~$87,858 ~~Initial~~and ~~Business~~$720,100, ~~Combination~~respectively.

~~Mandatory~~Through ~~Liquidation~~March 31, 2019, our 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 to the Sponsor, $300,000 in loans from the Sponsor, $12,269 in advances from related parties and ~~Going~~the ~~Concern~~proceeds ~~Considerations~~from the sale of the Private Placement Warrants not held in the Trust Account. We fully repaid the loans from the Sponsor and the advances from related parties in March and June 2018.

~~The~~We ~~Company~~intend ~~only has 24 months from the closing date of the Public Offering (until December 5, 2019)~~ to ~~complete~~use ansubstantially ~~Initial Business Combination. If the Company does not complete an Initial Business Combination within 24 months from the closing date of the Public Offering, the Company 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~~funds ~~Shares,~~held ~~at a per-share price, payable~~ in ~~cash, equal to~~ the ~~aggregate amount then on deposit in the~~ Trust Account, including any amounts representing interest earned on the ~~funds held in the~~ Trust Account ~~and not previously released to the Company to pay the Company’s franchise and income taxes~~ (less uptaxes topayable ~~$100,000~~and ofdeferred ~~such~~underwriting ~~net interest to pay dissolution expenses~~commissions), ~~divided~~to bycomplete ~~the number~~our ofInitial ~~then~~Business ~~outstanding~~Combination. ~~Public~~We ~~Shares,~~may ~~which~~withdraw ~~redemption~~interest ~~will~~income ~~completely extinguish public shareholders’ rights as shareholders~~ (~~including the right to receive further liquidating distributions,~~ if any), ~~subject~~ to ~~applicable~~pay ~~law,~~our ~~and (iii) as~~income ~~promptly as possible following such redemption~~taxes, ~~subject~~if toany. ~~the~~Our ~~approval~~annual ofincome ~~the~~tax ~~Company’s~~obligations ~~remaining~~will ~~shareholders~~depend ~~and~~on the ~~Company’s board~~ amount of ~~directors,~~interest ~~dissolve~~ and ~~liquidate,~~other ~~subject~~income inearned ~~each~~on ~~case to~~ the ~~Company’s obligations~~amounts ~~under~~held ~~Cayman~~in ~~Islands law to provide for claims of creditors and~~ the ~~requirements~~Trust ~~of other applicable law~~Account. ~~The~~We ~~Sponsor~~expect ~~and~~ the ~~Company’s~~interest ~~officers~~income ~~and~~earned ~~directors~~on ~~have entered into a letter agreement with~~ the ~~Company,~~amount ~~pursuant~~in ~~to which they have agreed to waive their rights to liquidating distributions from~~ the Trust Account ~~with respect to any Founder Shares~~ (asif ~~defined below~~any) ~~held~~will bybe ~~them~~sufficient ifto ~~the~~pay ~~Company~~our ~~fails~~income totaxes. ~~complete~~To the ~~Initial~~extent ~~Business~~that ~~Combination~~our ~~within~~equity 24or ~~months~~debt ofis ~~the~~used, ~~closing~~in ofwhole ~~the~~or ~~Public~~in ~~Offering. However~~part, ifas ~~the~~consideration ~~Sponsor~~to orcomplete ~~any~~our ofInitial ~~the~~Business ~~Company’s directors~~Combination, ~~officers~~the orremaining ~~affiliates~~proceeds ~~acquire~~held ~~shares of Class A ordinary shares~~ in ~~or after~~ the ~~Public~~Trust ~~Offering,~~Account ~~they~~ will be ~~entitled~~used toas ~~liquidating~~working ~~distributions from~~capital ~~the Trust Account with respect~~ to ~~such~~finance ~~shares if~~ the ~~Company~~operations ~~fails~~of tothe ~~complete~~target ~~the~~business ~~Initial~~or ~~Business~~businesses, ~~Combination~~make ~~within~~other acquisitions ~~the~~and ~~prescribed~~pursue ~~time~~our ~~period~~growth strategies.

InMandatory ~~the~~Liquidation ~~event~~and ofGoing ~~liquidation,~~Concern itConsiderations is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering.

AsThe Company only has 24 months from the closing date of ~~September~~the Public Offering (until December 305, ~~2018,~~2019) to complete an Initial Business Combination. If the Company does not ~~have~~complete ~~sufficient~~an ~~liquidity~~Initial toBusiness ~~meet~~Combination ~~its~~within ~~future~~24 ~~obligations.~~months ~~Management~~from ~~has~~the ~~determined~~closing ~~that~~date of the Public Offering, the Company ~~has~~will ~~access~~(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 ~~from~~held in the ~~Sponsor~~Trust ~~entity~~Account ~~that~~and ~~are~~not ~~sufficient~~previously released to ~~fund~~the Company to pay the ~~working~~Company’s ~~capital~~franchise ~~needs~~and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the ~~Company~~number ~~until~~of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~Initial~~ ~~Business~~right ~~Combination~~to orreceive ~~December~~further liquidating distributions, if any), subject to applicable law, and (iii) 5as promptly as possible following such redemption, ~~2019.~~subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and

~~Related~~19 ~~Party Transactions~~

FounderTable Sharesof Contents

In ~~September~~the ~~2017,~~requirements ~~the~~of ~~Sponsor~~other ~~purchased~~applicable ~~8,625,000~~law. ~~shares~~The ofSponsor and the Company’s ~~Class B~~officers ~~ordinary~~and ~~shares,~~directors ~~par~~have ~~value~~entered ~~$0.0001,~~into ~~for~~a anletter ~~aggregate~~agreement ~~price~~with ofthe ~~$25~~Company,~~000.~~ Inpursuant ~~January~~to ~~2018,~~which they have agreed to waive their rights to liquidating distributions from the ~~Sponsor~~Trust ~~effected~~Account awith ~~surrender~~respect ofto ~~1,125,000~~any Founder Shares to(as usdefined ~~for no~~below) ~~consideration,~~held ~~resulting~~by inthem aif ~~decrease~~the inCompany fails to complete the ~~total~~Initial ~~number~~Business Combination within 24 months of ~~Founder~~the ~~Shares~~closing ~~from~~of ~~8,625,000~~the toPublic Offering. 7However,~~500,000.~~ ~~The~~if ~~Founder~~the ~~Shares~~Sponsor ~~will~~or ~~automatically~~any ~~convert~~of ~~into~~the Company’s directors, officers or affiliates acquire shares of Class A ordinary shares atin or after the ~~time~~Public ofOffering, ~~our~~they ~~Initial~~will ~~Business~~be ~~Combination~~entitled ~~and~~to ~~are~~liquidating distributions from the Trust ~~subject~~Account with respect to ~~certain~~such ~~transfer~~shares ~~restrictions~~if the Company fails to complete the Initial Business Combination within the prescribed time period.

~~The~~In ~~Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until~~ the ~~earlier~~event ~~to occur~~ of: ~~(A) one year after the completion of the Initial Business Combination or (B) the date on which the Company completes a~~ liquidation, ~~merger,~~it ~~share~~is ~~exchange~~possible ~~or other similar transaction after an Initial Business Combination~~ that ~~results in all of~~ the ~~Company’s~~per ~~shareholders~~share ~~having~~value ~~the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price~~ of the ~~Class A~~ ~~ordinary~~residual ~~shares~~assets ~~equals~~remaining oravailable ~~exceeds~~for ~~$12.00~~distribution ~~per share~~ (asincluding Trust ~~adjusted~~Account ~~for~~assets) ~~share~~will ~~splits,~~be ~~share~~less ~~capitalizations,~~than ~~reorganizations, recapitalizations and~~ the ~~like)~~initial ~~for~~public ~~any~~offering 20price ~~trading~~per ~~days~~Unit ~~within~~in ~~any 30-trading day period commencing at least 150 days after~~ the ~~Initial~~Public ~~Business Combination, the Founder Shares will be released from such transfer restrictions~~Offering.

~~Private~~In ~~Placement~~connection ~~Warrants~~with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, the Company determined that the mandatory liquidation and subsequent 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 the end of business on December 5, 2019.

~~Concurrently~~As ~~with the closing~~ of ~~the~~March 31, ~~Public Offering~~2019, the Company ~~Sponsor~~does ~~purchased~~not ~~5,333,333~~have ~~Private~~sufficient ~~Placement~~liquidity ~~Warrants~~to atmeet $1its future obligations.50 ~~per~~Management ~~Private~~has ~~Placement Warrant,~~determined ~~generating~~that ~~proceeds~~the ofCompany ~~$8.0 million~~has inaccess ~~the~~to ~~Private~~funds ~~Placement.~~from ~~The~~the Sponsor ~~had~~entity ~~agreed~~ that ifare ~~the~~sufficient ~~over-allotment~~to ~~option~~fund ~~were exercised,~~ the ~~Sponsor~~working ~~would~~capital ~~have~~needs ~~purchased~~of anthe ~~additional~~Company ~~600,000~~until ~~Private~~the ~~Placement Warrants at a price of~~Initial ~~$1.50~~Business ~~per~~Combination ~~Private~~or ~~Placement~~December 5, ~~Warrant~~2019.

16Critical Accounting Policies and Estimates

~~Table~~This management’s discussion and analysis of ~~Contents~~our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instrument and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes in our critical accounting policies as discussed in our Annual Report on Form 10-K filed with the SEC on March 15, 2019.

~~Each Private Placement Warrant is exercisable for one Class~~Off-Balance ASheet ~~ordinary~~Arrangements ~~share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Public Offering~~ and ~~deposited~~Contractual inObligations the Trust Account. If the Company does not complete an Initial Business Combination within 24 months following the Public Offering, 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~~As ~~Sponsor~~of ~~agreed~~March 31, ~~subject~~2019, towe ~~limited~~did ~~exceptions,~~ not tohave ~~transfer, assign or sell~~ any off-balance sheet ofarrangements ~~its~~as ~~Private~~defined ~~Placement~~in Item ~~Warrants~~303(a)(4)(ii) ~~until~~of 30Regulation S-K and ~~days~~did ~~after~~not ~~the~~have ~~completion~~any ofcommitments ~~the~~or ~~Initial~~contractual ~~Business Combination~~obligations.

~~Related~~JOBS ~~Party~~Act ~~Loans~~

The ~~Sponsor~~JOBS ~~had~~Act ~~loaned~~contains provisions usthat, anamong ~~aggregate~~other ~~of $300~~things,~~000~~ torelax ~~cover~~certain ~~expenses~~reporting ~~related~~requirements tofor ~~the~~qualifying ~~Public~~public ~~Offering~~companies. ~~pursuant~~We towill aqualify ~~promissory~~as ~~note. This~~an ~~loan~~“emerging ~~was~~growth ~~non-interest~~company” ~~bearing~~ and ~~became~~under ~~payable~~the ~~upon~~JOBS ~~the~~Act ~~completion~~will ofbe ~~the~~allowed ~~Public~~to ~~Offering.~~comply Wewith ~~repaid~~new or revised accounting pronouncements based on the ~~promissory~~effective ~~note~~date infor ~~full~~private in(not ~~March~~publicly ~~2018~~traded) companies. InWe ~~addition,~~are ~~during~~electing to delay the ~~three~~adoption ~~and~~of ~~nine~~new ~~months~~or ~~ended September~~revised ~~30,~~accounting ~~2018~~standards, anand ~~affiliate~~as ofa ~~the~~result, ~~Company’s~~we ~~executive~~may ~~officers~~not ~~and~~comply ~~the~~with ~~Sponsor~~new ~~paid~~or ~~certain~~revised ~~administrative~~accounting ~~expenses~~standards ~~and~~on ~~offering~~the relevant ~~costs~~dates on ~~behalf~~which adoption of ~~the~~such ~~Company~~standards inis ~~the~~required ~~amount~~for ofnon-emerging ~~$3,200~~growth ~~and~~companies. ~~$212~~As a result,~~573,~~ ~~respectively.~~our ~~The~~financial ~~outstanding~~statements ~~balance~~may ~~on the~~not ~~advances~~be ~~was~~comparable ~~repaid~~to incompanies ~~full~~that incomply ~~March~~with ~~2018~~new ~~and~~or ~~June~~revised accounting ~~2018~~pronouncements as of public company effective dates.

~~In addition~~Additionally, inwe ~~order~~are toin ~~finance~~the ~~transaction~~process ~~costs~~of inevaluating ~~connection~~the ~~with~~benefits anof relying ~~Initial~~on ~~Business~~the ~~Combination,~~other anreduced ~~affiliate~~reporting ofrequirements ~~the~~provided ~~Sponsor~~by ~~may,~~the ~~but~~JOBS isAct. ~~not~~Subject ~~obligated~~ to, ~~loan~~certain usconditions ~~funds~~set asforth ~~may~~in bethe ~~required.~~JOBS IfAct, weif, ~~complete~~as an ~~Initial~~“emerging ~~Business~~growth ~~Combination~~company,” we ~~would~~choose ~~repay~~to ~~such~~rely ~~Working~~on ~~Capital~~such ~~Loans~~exemptions ~~out~~we ofmay ~~the~~not ~~proceeds~~be ofrequired ~~the Trust Account released~~ to, ~~the~~among ~~Company. Otherwise~~other things, ~~the~~(i) provide ~~Working~~an ~~Capital~~auditor’s ~~Loans~~attestation ~~would~~report beon ~~repaid~~our ~~only~~system ~~out~~ of ~~funds~~internal ~~held~~controls ~~outside~~over ~~the~~financial ~~Trust~~reporting ~~Account.~~pursuant Into ~~the~~Section 404, ~~event~~(ii) ~~that~~provide anall ~~Initial~~of ~~Business~~the ~~Combination~~compensation ~~does~~disclosure ~~not~~that ~~close, we~~ may ~~use~~be arequired ~~portion~~ of non-emerging growth ~~the~~public ~~proceeds~~companies ~~held outside~~under the Dodd-Frank Wall ~~Trust~~Street ~~Account~~Reform toand ~~repay~~Consumer ~~the~~Protection ~~Working~~Act, ~~Capital~~(iii) comply ~~Loans~~with ~~but~~any norequirement ~~proceeds~~that ~~held~~may inbe ~~the~~adopted ~~Trust~~by ~~Account~~the ~~would~~PCAOB beregarding mandatory ~~used~~audit tofirm ~~repay~~rotation ~~the~~or ~~Working~~a ~~Capital~~supplement ~~Loans.~~to ~~Except for~~ the ~~foregoing,~~auditor’s ~~the~~report ~~terms~~providing ofadditional ~~such~~information ~~Working~~about ~~Capital~~the ~~Loans,~~audit ifand ~~any,~~the ~~have~~financial ~~not~~statements ~~been determined~~(auditor discussion and noanalysis) ~~written~~and ~~agreements~~(iv) disclose ~~exist~~certain ~~with~~executive ~~respect~~compensation torelated items such ~~loans.~~as ~~The~~the ~~Working~~correlation ~~Capital~~between ~~Loans~~executive ~~would~~compensation ~~either~~and beperformance ~~repaid~~and ~~upon~~comparisons ~~consummation~~ of ~~an Initial Business Combination, without interest, or, at~~ the ~~lender~~CEO’s ~~discretion,~~compensation up to ~~$1.5 million~~ ofmedian ~~such~~employee ~~Working~~compensation. ~~Capital~~These ~~Loans~~exemptions ~~may~~will beapply ~~convertible~~for ~~into~~a ~~Warrants~~period of ~~the~~five ~~post~~years ~~Initial~~following ~~Business~~the ~~Combination~~completion ~~entity~~of atour initial apublic ~~price~~offering ofor ~~$1.50~~until ~~per~~we ~~Warrant.~~are ~~The~~no ~~Warrants~~longer ~~would~~an be“emerging ~~identical~~growth tocompany,” ~~the~~whichever ~~Private~~is ~~Placement Warrants~~earlier.

~~Administrative~~20 ~~Services Agreement~~

WeTable agreed, commencing on the effective date of the Public Offering through the earlier of our consummation of an Initial Business Combination and our liquidation, to pay the Sponsor a total of up to $20,000 per month for office space, secretarial and administrative support. As of September 30, 2018, we accrued an aggregate of $60,000 and $180,000 in expenses in connection with such agreement on the accompanying condensed statements of operations for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, an aggregate of $180,000 in connection with such services was accrued on the accompanying condensed balance sheets. Contents

~~Critical~~Item ~~Accounting~~3. ~~Policies~~Quantitative and ~~Estimates~~Qualitative Disclosures About Market Risk

~~This~~As ~~management’s discussion and analysis~~ of ~~our~~March 31, ~~financial~~2019 ~~condition~~ and ~~results~~December 31, ~~of operations is based on our financial statements~~2018, ~~which have~~we ~~been~~were ~~prepared~~not insubject ~~accordance with GAAP. The preparation of these financial statements requires us~~ to ~~make~~any ~~estimates~~market ~~and~~or ~~judgments~~interest ~~that~~rate ~~affect~~risk. ~~the~~Following ~~reported amounts of assets, liabilities, revenues and expenses and~~ the ~~disclosure~~consummation of ~~contingent assets and liabilities in~~ our ~~financial~~Initial ~~statements.~~Public Offering, Onthe annet ~~ongoing~~proceeds ~~basis,~~of ~~we evaluate~~ our ~~estimates~~Initial ~~and~~Public ~~judgments~~Offering, including ~~those~~amounts ~~related~~in tothe ~~fair~~Trust ~~value~~Account, ofwere ~~financial~~invested ~~instrument~~in ~~and accrued expenses~~U.S. Wegovernment ~~base~~treasury ~~our estimates on historical experience~~bills, ~~known~~ ~~trends~~notes ~~and~~or ~~events~~bonds ~~and~~with ~~various~~a ~~other~~maturity ~~factors that we believe to be reasonable under the circumstances, the results~~ of ~~which~~180 ~~form~~days ~~the~~or ~~basis~~less ~~for~~or ~~making~~in ~~judgments~~certain ~~about~~money ~~the~~market ~~carrying~~funds ~~values of assets and liabilities~~ that ~~are not readily apparent~~invest ~~from~~solely ~~other~~in ~~sources~~U.S. ~~Actual~~treasuries. ~~results~~Due ~~may~~to ~~differ~~the ~~from~~short-term ~~these~~nature ~~estimates~~of ~~under~~these ~~different~~investments, ~~assumptions~~we ordo ~~conditions.~~not We believe that there ~~have~~will ~~been~~be noan ~~significant~~associated ~~changes~~material inexposure ~~our~~to ~~critical~~interest ~~accounting~~rate ~~policies as discussed in our Annual Report on Form 10-K filed with the SEC on March 29, 2018~~risk.

17Item 4. Controls and Procedures

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~Off-Balance~~Disclosure ~~Sheet~~controls ~~Arrangements~~and procedures are controls and ~~Contractual~~other ~~Obligations~~procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As ofrequired ~~September~~by Rules 13a-15 and 15d-15 under 30the Exchange Act, ~~2018~~our Chief Executive Officer and ~~December~~Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2017,~~2019. weBased ~~did~~upon ~~not~~their ~~have~~evaluation, ~~any~~our ~~off-balance~~Chief ~~sheet arrangements~~Executive asOfficer ~~defined~~and inChief ~~Item~~Financial ~~303(a)(4)(ii)~~Officer ofconcluded ~~Regulation~~that ~~S-K~~our disclosure controls and ~~did~~procedures (as ~~not~~defined ~~have~~in ~~any~~Rules 13a-15(e) and 15d-15(e) under ~~commitments~~the orExchange ~~contractual~~Act) ~~obligations~~were effective.

~~JOBS~~Changes ~~Act~~in Internal Control over Financial Reporting

~~The~~During ~~JOBS~~the ~~Act~~most ~~contains provisions~~recently ~~that,~~completed ~~among~~fiscal ~~other things~~quarter, ~~relax~~there ~~certain~~has ~~reporting~~been ~~requirements~~no ~~for~~change ~~qualifying~~in ~~public~~our ~~companies.~~internal Wecontrol ~~will~~over ~~qualify~~financial asreporting anthat ~~“emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting~~has ~~pronouncements~~materially ~~based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards~~affected, ~~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~~reasonably ~~for~~likely ~~non-emerging~~to ~~growth~~materially ~~companies. As a result~~affect, our ~~financial~~internal ~~statements~~control ~~may~~over ~~not~~financial ~~be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates~~reporting.

~~Additionally,~~PART weII ~~are~~— ~~in the process of evaluating the benefits of relying on the other reduced reporting requirements~~OTHER ~~provided~~INFORMATION 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 31. ~~Quantitative~~Legal ~~and Qualitative Disclosures About Market Risk~~Proceedings

~~As of September 30, 2018 and December 31, 2017, we were not subject to any market or interest rate risk~~None. Following the consummation of our Public Offering, the net proceeds of our Public Offering, 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 41A. ~~Controls~~Risk ~~and Procedures~~Factors

~~Evaluation~~As of ~~Disclosure~~the ~~Controls~~date ~~and~~of ~~Procedures~~this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 15, 2019. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~Under~~Item ~~the~~2. ~~supervision~~Unregistered ~~and~~Sales ~~with the participation~~ of ~~our~~Equity ~~management,~~Securities ~~including our principal executive officer~~ and ~~principal~~Use ~~financial and accounting officer, we conducted an evaluation~~ of ~~the~~Proceeds ~~effectiveness~~from ofRegistered our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2018, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our President and Chief Financial Officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective. Securities

~~Disclosure~~Use ~~controls~~of ~~and~~Proceeds 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.

18In connection with our initial public offering, the company incurred offering costs of approximately $17,419,000 (including underwriting commissions of $6,000,000 and deferred underwriting commissions of $10,500,000). Other incurred offering costs consisted principally of formation and preparation fees related to the initial public offering.

~~Table~~21 ~~of Contents~~

ChangesTable inof Internal Control over Financial Reporting Contents

~~There~~After ~~was~~deducting nothe ~~change~~underwriting indiscounts ~~our~~and ~~internal~~commissions ~~control~~(excluding ~~over~~the ~~financial~~deferred ~~reporting~~portion of ~~that~~$10,500,000, ~~occurred~~which ~~during~~amount will be payable upon consummation of the ~~fiscal~~initial ~~quarter~~business ~~ending~~combination, ~~September~~if 30consummated) and the initial public offering expenses, ~~2018~~the ~~that~~total ~~has~~net proceeds from our initial public offering and the private placement of the ~~materially~~private ~~affected~~placement warrants was approximately $301,000,000 of which $300,000,000 (or is$10.00 ~~reasonably~~per ~~likely~~Unit tosold ~~materially~~in ~~affect~~the initial public offering) was placed in the trust account. As of March 31, ~~our~~2019, ~~internal~~approximately ~~control~~$443,700 ~~over~~was ~~financial~~held ~~reporting~~outside the trust account and was being used to fund the company’s operating expenses. The net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are held in the trust account and will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~PART~~Item II3. —Defaults ~~OTHER INFORMATION~~Upon Senior Securities

~~Item 1~~None. ~~Legal Proceedings~~

~~None~~Item 4. Mine Safety Disclosures

~~Item 1A~~None. ~~Risk Factors~~

AsItem of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 29, 2018, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC5. Other Information

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities~~

~~None.~~22

UseTable of Proceeds Contents

InItem ~~connection with the Public Offering, the Company incurred offering costs of approximately $17,419,000 (including underwriting commissions of $~~6~~,000,000 and deferred underwriting commissions of $10,500,000)~~. ~~Other incurred offering costs consisted principally of formation and preparation fees related to the Public Offering.~~ Exhibits

After deducting the underwriting discounts and commissions (excluding the deferred portion of $10,500,000, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Public Offering expenses, the total net proceeds from our Public Offering and the private placement of the Private Placement Warrants was approximately $301,000,000 of which $300,000,000 (or $10.00 per Unit sold in the Public Offering) was placed in the Trust Account. As of September 30, 2018, approximately $624,000 was held outside the Trust Account and was being used to fund the Company’s operating expenses. The net proceeds of the Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act which invest only in direct U.S. government treasury obligations.


Exhibit Number		Description

31.1		Certification of President (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of President (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

~~Item~~23 ~~3. Defaults Upon Senior Securities~~

None.Table of Contents

~~Item~~SIGNATURES ~~4. Mine Safety Disclosures~~

~~None~~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 10th day of May 2019.

~~Item~~REGALWOOD 5GLOBAL ENERGY LTD. ~~Other~~By: ~~Information~~/s/ Brooke B. Coburn Name: Brooke B. Coburn Title: President (Principal Executive Officer) By: /s/ Kevin R. Gasque Name: Kevin R. Gasque Title: Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

~~None.~~24

Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of President (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of President (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

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 13th day of November 2018.

REGALWOOD GLOBAL ENERGY LTD. By: /s/ Brooke B. Coburn Name: Brooke B. Coburn Title: President (Principal Executive Officer)

By: /s/ Kevin R. Gasque Name: Kevin R. Gasque Title: Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

Filing Compare · Regalwood Global Energy Ltd.