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Name | Symbol | Market | Type |
---|---|---|---|
Silver Spike Acquisition Corporation | NASDAQ:SSPKU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.99 | 0.0001 | 29.14 | 0 | 01:00:00 |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Silver Spike Acquisition Corp.
|
(Exact name of registrant as specified in its charter)
|
Cayman Islands
|
N/A
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
600 Madison Ave, 17th Floor
New York, New York 10022
|
(Address of Principal Executive Offices, including zip code)
|
(212) 905-4923
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
Class A ordinary shares, par value $0.0001 per share
|
SSPK
|
The NASDAQ Stock Market LLC
|
||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
SSPKW
|
The NASDAQ Stock Market LLC
|
||
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
|
SSPKU
|
The NASDAQ Stock Market LLC
|
☐
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
Page
|
||
PART 1 – FINANCIAL INFORMATION
|
||
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
14
|
|
Item 3.
|
17
|
|
Item 4.
|
17
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
17
|
|
Item 1A.
|
17
|
|
Item 2.
|
18
|
|
Item 3.
|
18
|
|
Item 4.
|
18
|
|
Item 5.
|
18
|
|
Item 6.
|
18
|
|
19
|
September 30,
2020
|
December 31,
2019
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
623,644
|
$
|
894,589
|
||||
Prepaid expenses
|
89,125
|
257,110
|
||||||
Total Current Assets
|
712,769
|
1,151,699
|
||||||
Marketable securities held in Trust Account
|
254,115,791
|
251,924,993
|
||||||
Total Assets
|
$
|
254,828,560
|
$
|
253,076,692
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities – Accounts payable and accrued expenses
|
$
|
497,425
|
$
|
96,895
|
||||
Deferred underwriting fee payable
|
8,750,000
|
8,750,000
|
||||||
Total Liabilities
|
9,247,425
|
8,846,895
|
||||||
Commitments
|
||||||||
Class A ordinary shares subject to possible redemption, 23,668,455 and 23,740,181 shares at redemption value at September 30, 2020 and December 31, 2019, respectively
|
240,581,127
|
239,229,796
|
||||||
Shareholders’ Equity
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
—
|
—
|
||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,331,545 and 1,259,819 shares issued and outstanding (excluding 23,668,455 and 23,740,181
shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively
|
133
|
126
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at September 30, 2020 and December 31, 2019
|
625
|
625
|
||||||
Additional paid-in capital
|
2,029,753
|
3,381,091
|
||||||
Retained earnings
|
2,969,497
|
1,618,159
|
||||||
Total Shareholders’ Equity
|
5,000,008
|
5,000,001
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
254,828,560
|
$
|
253,076,692
|
Three Months
Ended
September 30,
|
Nine Months
Ended
September 30,
|
For the Period
from
June 7, 2019
(Inception)
Through
September 30,
|
||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Formation and operating costs
|
$
|
159,017
|
$
|
133,620
|
$
|
839,460
|
$
|
138,620
|
||||||||
Loss from operations
|
(159,017
|
)
|
(133,620
|
)
|
(839,460
|
)
|
(138,620
|
)
|
||||||||
Other income (expense):
|
||||||||||||||||
Interest income on marketable securities held in Trust Account
|
342,126
|
620,669
|
2,207,141
|
620,669
|
||||||||||||
Unrealized (loss) gain on marketable securities held in Trust Account
|
(297,069
|
)
|
66,074
|
(16,343
|
)
|
66,074
|
||||||||||
Other income, net
|
45,057
|
686,743
|
2,190,798
|
686,743
|
||||||||||||
Net (loss) income
|
$
|
(113,960
|
)
|
$
|
553,123
|
$
|
1,351,338
|
$
|
548,123
|
|||||||
Weighted average shares outstanding, basic and diluted (1)
|
7,566,134
|
6,910,082
|
7,538,169
|
6,792,210
|
||||||||||||
Basic and diluted net loss per ordinary share (2)
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
$
|
(0.10
|
)
|
$
|
(0.02
|
)
|
(1) |
Excludes an aggregate of 23,668,455 and 23,750,733 shares subject to possible redemption at September 30, 2020 and 2019, respectively.
|
(2) |
Net loss per ordinary share – basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $42,655 and $2,074,028 for the three and nine months ended September 30, 2020, respectively, and $652,406 for
the three months ended September 30, 2019 and for the period from June 7, 2019 (inception) through September 30, 2019, respectively (see Note 2).
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance – January 1, 2020
|
1,259,819
|
$
|
126
|
6,250,000
|
$
|
625
|
$
|
3,381,091
|
$
|
1,618,159
|
$
|
5,000,001
|
||||||||||||||||
Change in value of ordinary shares subject to possible redemption
|
34,700
|
3
|
—
|
—
|
(1,627,107
|
)
|
—
|
(1,627,104
|
)
|
|||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
1,627,107
|
1,627,107
|
|||||||||||||||||||||
Balance – March 31, 2020
|
1,294,519
|
129
|
6,250,000
|
625
|
1,753,984
|
3,245,266
|
5,000,004
|
|||||||||||||||||||||
Change in value of ordinary shares subject to possible redemption
|
21,615
|
3
|
—
|
—
|
161,809
|
—
|
161,812
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(161,809
|
)
|
(161,809
|
)
|
|||||||||||||||||||
Balance – June 30, 2020
|
1,316,134
|
132
|
6,250,000
|
625
|
1,915,793
|
3,083,457
|
5,000,007
|
|||||||||||||||||||||
Change in value of ordinary shares subject to possible redemption
|
15,411
|
1
|
—
|
—
|
113,960
|
—
|
113,961
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(113,960
|
)
|
(113,960
|
)
|
|||||||||||||||||||
Balance – September 30, 2020
|
1,331,545
|
$
|
133
|
6,250,000
|
$
|
625
|
$
|
2,029,753
|
$
|
2,969,497
|
$
|
5,000,008
|
Class A
Ordinary Shares
|
Class B
Ordinary Shares
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Total
Shareholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance – June 7, 2019 (inception)
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
—
|
—
|
7,187,500
|
719
|
24,281
|
—
|
25,000
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(5,000
|
)
|
(5,000
|
)
|
|||||||||||||||||||
Balance – June 30, 2019
|
—
|
—
|
7,187,500
|
719
|
24,281
|
(5,000
|
)
|
20,000
|
||||||||||||||||||||
Sale of 25,000,000 Units, net of underwriting discounts and offering expenses
|
25,000,000
|
2,500
|
—
|
—
|
235,584,138
|
—
|
235,586,638
|
|||||||||||||||||||||
Sale of 7,000,000 Private Placement Warrants
|
—
|
—
|
—
|
—
|
7,00,000
|
—
|
7,000,000
|
|||||||||||||||||||||
Forfeiture of 937,500 Class B ordinary shares
|
—
|
—
|
(937,500
|
)
|
(94
|
)
|
94
|
—
|
—
|
|||||||||||||||||||
Ordinary shares subject to possible redemption
|
(23,750,733
|
)
|
(2,375
|
)
|
—
|
—
|
(238,157,385
|
)
|
—
|
(238,159,760
|
)
|
|||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
—
|
553,123
|
553,123
|
|||||||||||||||||||||
Balance – September 30, 2019
|
1,249,267
|
$
|
125
|
6,250,000
|
$
|
625
|
$
|
4,451,128
|
$
|
548,123
|
$
|
5,000,001
|
Nine Months
Ended
September 30,
|
June 7, 2019
(Inception)
Through
September 30,
|
|||||||
2020
|
2019
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
1,351,338
|
$
|
548,123
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(2,207,141
|
)
|
(620,669
|
)
|
||||
Unrealized loss (gain) on marketable securities held in Trust Account
|
16,343
|
(66,074
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
167,985
|
(312,137
|
)
|
|||||
Accounts payable and accrued expenses
|
400,530
|
76,397
|
||||||
Net cash used in operating activities
|
(270,945
|
)
|
(374,360
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
—
|
(250,000,000
|
)
|
|||||
Net cash used in investing activities
|
—
|
(250,000,000
|
)
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
—
|
245,000,000
|
||||||
Proceeds from sale of Private Placement Warrants
|
—
|
7,000,000
|
||||||
Proceeds from promissory note – related party
|
—
|
237,470
|
||||||
Repayment of promissory note – related party
|
—
|
(237,470
|
)
|
|||||
Payment of offering costs
|
—
|
(638,362
|
)
|
|||||
Net cash provided by financing activities
|
—
|
251,361,638
|
||||||
Net Change in Cash
|
(270,945
|
)
|
987,278
|
|||||
Cash – Beginning
|
894,589
|
—
|
||||||
Cash – Ending
|
$
|
623,644
|
$
|
987,278
|
||||
Non-Cash Investing and Financing Activities:
|
||||||||
Initial classification of ordinary shares subject to possible redemption
|
$
|
—
|
$
|
237,606,630
|
||||
Change in value of ordinary shares subject to possible redemption
|
$
|
1,351,331
|
$
|
553,130
|
||||
Deferred underwriting fee
|
$
|
—
|
$
|
8,750,000
|
||||
Deferred offering costs paid directly by Sponsor in exchange for the issuance of ordinary shares
|
$
|
—
|
$
|
25,000
|
Three Months
Ended
September 30,
|
Nine Months
Ended
September 30,
|
For the Period
from
June 7, 2019
(Inception)
Through
September 30,
|
||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Net (loss) income
|
$
|
(113,960
|
)
|
$
|
553,123
|
$
|
1,351,338
|
$
|
548,123
|
|||||||
Less: Income attributable to ordinary shares subject to possible redemption
|
(42,655
|
)
|
(652,406
|
)
|
(2,074,028
|
)
|
(652,406
|
)
|
||||||||
Adjusted net loss
|
$
|
(156,615
|
)
|
$
|
(99,283
|
)
|
$
|
(722,690
|
)
|
$
|
(104,283
|
)
|
||||
Weighted average shares outstanding, basic and diluted
|
7,566,134
|
6,910,082
|
7,538,169
|
6,792,210
|
||||||||||||
Basic and diluted net loss per ordinary share
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
$
|
(0.10
|
)
|
$
|
(0.02
|
)
|
|
• |
in whole and not in part;
|
|
• |
at a price of $0.01 per Public Warrant;
|
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
|
• |
if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to the warrant holders.
|
|
• |
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide
pricing information on an ongoing basis.
|
|
• |
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not
active.
|
|
• |
Level 3: Unobservable inputs based on the Company assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Description
|
Level
|
September 30, 2020
|
December 31, 2019
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in Trust Account
|
1
|
$
|
254,115,791
|
$
|
251,924,993
|
ITEM 2. |
|
• |
may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions of the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis
upon conversion of the Class B ordinary shares;
|
|
• |
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
|
|
• |
could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or
removal of our present officers and directors;
|
|
• |
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
|
• |
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
|
|
• |
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
|
• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or
renegotiation of that covenant;
|
|
• |
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
|
• |
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
|
• |
our inability to pay dividends on our Class A ordinary shares;
|
|
• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other
general corporate purposes;
|
|
• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
|
• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have
less debt.
|
ITEM 3. |
ITEM 4. |
ITEM 1. |
ITEM 1A. |
ITEM 2. |
ITEM 3. |
ITEM 4. |
ITEM 5. |
ITEM 6. |
No.
|
Description of Exhibit
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial 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.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith.
|
** |
Furnished.
|
SILVER SPIKE ACQUISITION CORP.
|
||
Date: November 13, 2020
|
/s/ Scott Gordon
|
|
Name:
|
Scott Gordon
|
|
Title:
|
Chief Executive Officer
|
|
Principal Executive Officer
|
||
Date: November 13, 2020
|
/s/ Gregory Gentile
|
|
Name:
|
Gregory Gentile
|
|
Title:
|
Chief Financial Officer
|
|
Principal Financial and Accounting Officer
|
1 Year Silver Spike Acquisition Chart |
1 Month Silver Spike Acquisition Chart |
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