G&P ACQUISITION CORP. References to the "Company," "
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes, and oral statements made from time to time by
representatives of the Company may include, forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act and are intended to be covered by the safe
harbor created thereby. The Company has based these forward-looking statements
on management's current expectations, projections and forecasts about future
events. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about the Company that may cause its actual
business, financial condition, results of operations, performance and/or
achievements to be materially different from any future business, financial
condition, results of operations, performance and/or achievements expressed or
implied by these forward-looking statements. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those
described in the Company's other filings with the
Overview
We are a blank check company originally incorporated in
As of
Results of Operations
We have not generated any revenues to date, and we will not be generating any
operating revenues until the closing and completion of our initial Business
Combination. Our entire activity up to
For the three months ended
For the nine months ended
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Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial sale of the Founder Shares to the Sponsor.
On
Concurrently with the consummation of the Initial Public Offering, we
consummated the Private Placement of an aggregate of 7,250,000 Private Placement
Warrants to the Sponsor at a price of
We presently have no operating revenue. Our net income was
In order to finance transaction costs in connection with a Business Combination,
the Sponsor or an affiliate of the Sponsor, or certain of the Company's
executive officers and directors may loan the Company funds as may be required
(the "Working Capital Loans"). The Working Capital Loans would be evidenced by
promissory notes. The notes may be repaid upon completion of a Business
Combination, without interest or, at the lender's discretion, up to
We may also need to obtain additional financing either to complete an initial Business Combination or because we become obligated to redeem a significant number of shares of the Class A Common Stock upon completion of the Business Combination, in which case we may issue additional capital stock, debt or a combination of the foregoing in connection with the initial Business Combination.
Liquidity and Management's Plan
As of
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In connection with our assessment of going concern considerations in accordance with ASU No. 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management believes that the funds outside the Trust Account, as well as access to funds pursuant to a commitment letter from the Sponsor, will enable us to sustain operations for a period of at least one (1) year from the issuance date of these condensed financial statements. Accordingly, management has since reevaluated our liquidity and financial condition and determined that, following the completion of the Initial Public Offering and the availability of funds pursuant to a commitment letter from the Sponsor, sufficient capital exists to sustain operations during the Combination Period and therefore substantial doubt has been alleviated.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with US GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for the shares of Class A Common Stock subject to possible redemption
in accordance with the guidance in Topic 480, "Distinguishing Liabilities from
Equity." Shares of Class A Common Stock subject to mandatory redemption are
classified as a liability instrument and are measured at fair value.
Conditionally redeemable shares of Class A Common Stock (including shares of
Class A Common Stock that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company's control) are classified as temporary
equity. At all other times, shares of Class A Common Stock are classified as
stockholders' equity. The shares of Class A Common Stock feature certain
redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, as of
We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of Class A Common Stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, we recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit.
Net Income per Share of Common Stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net income per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. We apply the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted income per share of common stock does not consider
the effect of the warrants issued in connection with the (i) Initial Public
Offering and (ii) the Private Placement since the exercise of the warrants is
contingent upon the occurrence of future events. As of
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
? Level 1-defined as observable inputs such as quoted prices (unadjusted) for
identical instruments in active markets;
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Level 2-defined as inputs other than quoted prices in active markets that are
? either directly or indirectly observable, such as quoted prices for similar
instruments in active markets or quoted prices for identical or similar
instruments in markets that are not active; and
Level 3-defined as unobservable inputs in which little or no market data
? exists, therefore requiring an entity to develop its own assumptions, such as
valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
Derivative Financial Instruments
We evaluate our financial instruments, including the Public Warrants and the
Private Placement Warrants, to determine if such instruments are derivatives or
contain features that qualify as embedded derivatives in accordance with ASC
Topic 815, "Derivatives and Hedging." Under the guidance in ASC 815, the Public
Warrants and the Private Placement Warrants do not meet the criteria for equity
treatment and must be recorded as a liability at fair value as of the closing
date of the Initial Public Offering (i.e.,
Recent Accounting Standards
In
Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards and, as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an independent registered public accounting firm's
attestation report on our system of internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act, (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 of
2010, as amended, (iii) comply with any requirement that may be adopted by the
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comparisons of our Chief Executive Officer's compensation to median employee compensation. These exemptions are applicable to us for a period of five (5) years from the date of completion the Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an administrative services
agreement to pay monthly recurring expenses of up to
The underwriters are entitled to deferred underwriting fees of
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