References to "we", "us", "our" or the "Company" are to Far Point Acquisition
Corporation, except where the context requires otherwise. The following
discussion should be read in conjunction with our unaudited condensed financial
statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "could,"
"would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or
the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
described in our other SEC filings.
Overview
We are a blank check company incorporated on February 23, 2018 as a Delaware
corporation for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses. We have not selected any specific business combination
target. Our Sponsor is Far Point LLC, a Delaware limited liability company.
We consummated our Initial Public Offering on June 14, 2018. Our amended
certificate of incorporation provides that, if we are unable to complete an
Initial Business Combination by September 14, 2020, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public
Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account including interest earned on the funds held in the Trust Account
and not previously released to us to pay taxes (less up to $100,000 of accrued
interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the
Company's remaining stockholders and our board of directors, dissolve and
liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law.
On January 16, 2020, the Company entered into the Merger Agreement, pursuant to
which, the parties to the Merger Agreement have agreed that, in connection with
the Closing (as defined in the Merger Agreement), (i) the Seller Parties will
undertake a series of transactions pursuant to which they will sell, exchange
and contribute the ordinary shares of Global Blue for a mix of cash and shares
of New Global Blue and (ii) a wholly-owned indirect subsidiary of New Global
Blue will merge with and into the Company, with the Company being the surviving
corporation in the merger and a wholly-owned indirect subsidiary of New Global
Blue. Pursuant to the Merger each share of the Company's common stock issued and
outstanding as of immediately prior to the Closing (other than Excluded Shares,
as defined in the Merger Agreement) will be exchanged for one share of New
Global Blue's ordinary shares, and each Company warrant will convert to a
warrant to acquire one New Global Blue ordinary share on the same terms. Upon
consummation of the Business Combination, New Global Blue will be a publicly
traded foreign private issuer. It intends to apply to list its shares and
warrants on the NYSE under the trading symbol "GB". New Global Blue will be the
ultimate parent company of the business currently operated by Global Blue and
its subsidiaries. Global Blue is a leading provider of tax free shopping and
payment solutions. The pending Business Combination with Global Blue is referred
to as the "Global Blue Transaction".
See the Current Reports on Form 8-K filed by the Company with the SEC on January
16, 2020 (as amended), May 7, 2020, May 27, 2020, June 29, 2020, July 15, 2020,
and August 7, 2020 and the Definitive Proxy Statement on Schedule 14A filed by
the Company on August 4, 2020 (the "Proxy Statement") for further information
related to the pending Global Blue Transaction.

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Results of Operations
Our entire activity had been related to our formation, our Initial Public
Offering, which was consummated on June 14, 2018, and since the Initial Public
Offering, the search for a prospective Initial Business Combination and in
connection with the pending Global Blue Transaction, and we will not be
generating any operating revenues until the closing and completion of an Initial
Business Combination. We have to incurred increased expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as in connection with the pending Global Blue Transaction.
For the three months ended June 30, 2020, we had net loss of approximately
$1.3 million, which consisted of approximately $179,000 in interest and
investment income, offset by approximately $1.4 million in general and
administrative costs (of which approximately $1.3 million was merger expenses),
$50,000 in franchise tax expense, and approximately $3,000 in income tax
benefit.
For the six months ended June 30, 2020, we had net loss of approximately
$5.9 million, which consisted of approximately $2.7 million in interest and
investment income, offset by approximately $8.0 million in general and
administrative costs (of which approximately $7.6 million was merger expenses),
approximately $100,000 in franchise tax expense, and approximately $514,000 in
income tax expense.
For the three months ended June 30, 2019, we had net income of approximately
$2.6 million, which consisted of approximately $4.3 million in interest and
investment income, offset by approximately $799,000 in general and
administrative costs, $50,000 in franchise tax expense, and approximately
$917,000 in income tax expense.
For the six months ended June 30, 2019, we had net income of approximately
$5.1 million, which consisted of approximately $8.1 million in interest and
investment income, offset by approximately $1.1 million in general and
administrative costs, approximately $95,000 in franchise tax expense, and
approximately $1.7 million in income tax expense.
Going Concern Consideration
The accompanying financial statements have been prepared assuming we will
continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. As of June 30, 2020, we had approximately $517,000 in our operating
bank account, approximately $18.9 million of investment income available in the
Trust Account to pay for franchise and income taxes, and a working capital
deficit of approximately $9.0 million (excluding franchise and income tax
obligations). Further, we have incurred and expects to continue to incur
significant costs in pursuit of our acquisition plans.
Through June 30, 2020, our liquidity needs have been satisfied through receipt
of a $25,000 capital contribution from our Sponsor in exchange for the issuance
of the Founder Shares to the Sponsor, $300,000 in note payable and $40,276 in
advances from related party, the proceeds from the consummation of the private
placement not held in Trust Account of approximately $2.2 million, and
investment income withdrawn from the Trust Account of approximately $5.4 million
since inception to pay for tax obligations. We fully repaid these borrowings and
advances from our Sponsor and related parties on June 15, 2018.
To finance transaction costs in connection with an Initial Business Combination,
our Sponsor or an affiliate of our Sponsor, or certain of our officers and
directors may, but are not obligated to, loan us working capital loans. If we
complete an Initial Business Combination, we would repay the working capital
loans out of the proceeds of the Trust Account released to us. Otherwise, the
working capital loans would be repaid only out of funds held outside the Trust
Account. In the event that an Initial Business Combination is not completed, we
may use a portion of proceeds held outside the Trust Account to repay the
working capital loans but no proceeds held in the Trust Account would be used to
repay the working capital loans. Except for the foregoing, the terms of such
working capital loans, if any, have not been determined and no written
agreements exist with respect to such loans. The working capital loans would
either be repaid upon consummation of an Initial Business Combination, without
interest, or, at the lender's discretion, up to $1.5 million of such working
capital loans may be convertible into warrants of the post-Business Combination
entity at a price of $1.50 per warrant. The warrants would be identical to the
Private Placement Warrants. As of June 30, 2020, there were no working capital
loans outstanding.

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Management continues to evaluate the impact of
the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the
virus could have a negative effect on our financial position, results of its
operations and/or pending business combination, the specific impact is not
readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
In connection with our assessment of going concern considerations in accordance
with FASB Accounting Standards Update ("ASU")
2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," management has determined that the liquidity, the mandatory
liquidation and subsequent dissolution raises substantial doubt about our
ability to continue as a going concern. No adjustments have been made to the
carrying amounts of assets or liabilities should we be required to liquidate
after September 14, 2020.
Related Party Transactions
Founder Shares
On March 16, 2018, our Sponsor purchased 11,500,000 Founder Shares for an
aggregate price of $25,000, or approximately $0.002 per share. In June 2018, we
effected two stock dividends, the first for 0.25 share per share, and the second
for 0.1 share per share, aggregating 0.375 share of Class B common stock for
each outstanding share of Class B common stock, resulting in 15,812,500 Founder
Shares outstanding. On May 18, 2018, the Sponsor transferred 40,000 Founder
Shares to each of our independent director nominees, at the original per share
purchase price. Following the stock dividends in June 2018, each of the
independent director nominees transferred 15,000 shares back to the Sponsor. As
used herein, unless the context otherwise requires, "Founder Shares" shall be
deemed to include the shares of Class A common stock issuable upon conversion
thereof. The Founder Shares are identical to the Class A common stock included
in the Units sold in the Initial Public Offering except that the Founder Shares
automatically convert into shares of Class A common stock at the time of our
Initial Business Combination
on a one-for-one basis, subject
to adjustments and certain transfer restrictions, as described in more detail
below. Holders of Founder Shares may also elect to convert their shares of
Class B common stock into an equal number of shares of Class A common stock,
subject to adjustment as provided above, at any time. Our Sponsor had agreed to
forfeit up to 2,062,500 Founder Shares to the extent that the over-allotment
option was not exercised in full by the underwriters. On June 14, 2018, the
underwriters exercised their over-allotment option in full, hence, these Founder
Shares were no longer subject to forfeiture.
Our initial stockholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of:
(A) one year after the completion of the Initial Business Combination or
(B) subsequent to the Initial Business Combination, (x) if the last sale price
of our Class A common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any
20 trading days within any 30-trading day period commencing at least 150 days
after the Initial Business Combination, or (y) the date on which we complete a
liquidation, merger, stock exchange or other similar transaction that results in
all of our stockholders having the right to exchange their shares of common
stock for cash, securities or other property.
Private Placement Warrants
Concurrently with the closing of the Initial Public Offering, our Sponsor
purchased an aggregate of 9,766,667 Private Placement Warrants at a price of
$1.50 per whole Private Placement Warrant ($14.65 million in the aggregate) in a
private placement. Each whole Private Placement Warrant is exercisable for one
whole share of our Class A common stock at a price of $11.50 per share. A
portion of the purchase price of the Private Placement Warrants was added to the
proceeds from the Initial Public Offering held in the Trust Account. If an
Initial Business Combination is not completed by September 14, 2020, the
proceeds from the sale of the Private Placement Warrants held in the Trust
Account will be used to fund the redemption of the Public Shares (subject to the
requirements of applicable law) and the Private Placement Warrants will expire
worthless. The Private Placement Warrants
will be non-redeemable and exercisable
on a cashless basis so long as they are held by the Sponsor or its permitted
transferees.
Our Sponsor and our officers and directors agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Private Placement
Warrants until 30 days after the completion of the Initial Business Combination.

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Forward Purchase Agreement
On May 18, 2018, Cloudbreak Aggregator LP, the Forward Purchaser, entered into
the Forward Purchase Agreement with us that provides for the purchase of shares
of our Class A common stock for $9.50 per share in a private placement that will
close simultaneously with the closing of our Initial Business Combination. The
actual number of Forward Purchase Shares to be purchased will be a number of
shares (rounded up to the nearest whole share) equal to (A) the excess of the
number of shares of Class A common stock that are redeemed from holders in
connection with our Initial Business Combination (which redemptions are not
revoked prior to the date of our Initial Business Combination) over 20,000,000,
multiplied by (B) a fraction, the numerator of which is $10.00 and the
denominator of which is $9.50. The Forward Purchase Shares will be identical to
the shares of Class A common stock included in the Units sold in the Initial
Public Offering, except that the Forward Purchase Shares will be subject to
transfer restrictions and certain registration rights. The Forward Purchaser has
the right to transfer a portion of its obligation to purchase the Forward
Purchase Shares to permitted transferees, and the Sponsor may, in its
discretion, transfer, directly or indirectly, certain of its Founder Shares and
Private Placement Warrants to any such permitted transferees, subject to
compliance with applicable securities laws. The Forward Purchase Agreement also
provides that the Forward Purchaser and any permitted transferees are entitled
to certain registration rights with respect to their Forward Purchase Shares.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and Warrants that may
be issued upon conversion of working capital loans, if any, will be entitled to
registration rights (in the case of the Founder Shares, only after conversion of
such shares to shares of Class A common stock) pursuant to a registration rights
agreement dated as of June 11, 2018. These holders are entitled to certain
demand and "piggyback" registration rights. However, the registration rights
agreement provides that we will not permit any registration statement filed
under the Securities Act to become effective until termination of the
applicable lock-up period
for the securities to be registered. We will bear the expenses incurred in
connection with the filing of any such registration statements.
Related Party Loans and Advances
Our Sponsor had agreed to loan us an aggregate of $300,000 to cover expenses
related to the Initial Public Offering pursuant to the Note. This loan
was non-interest bearing
and payable on the earlier of June 30, 2020 or the completion of the Initial
Public Offering. In addition to the fully outstanding Note, our Sponsor and
certain of our affiliates also paid certain administrative expenses and offering
costs of $40,276 on behalf of our company. These advances were due on demand and
were non-interest bearing.
We fully repaid the Note and advances to our Sponsor and affiliates on June 15,
2018.
In connection with the pending Global Blue Transaction certain agreements have
been, or will be, entered into Third Point as described in the Proxy Statement.
Commitments and Contingencies
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
$11.85 million in the aggregate, paid upon the closing of the Initial Public
Offering. In addition, the underwriters were entitled to a deferred underwriting
commission of $0.35 per unit, or approximately $20.7 million in the aggregate.
The deferred fee will become payable to the underwriters from the amounts held
in the Trust Account solely in the event that we complete an Initial Business
Combination, subject to the terms of the underwriting agreement. The
underwriters did not receive, and will not receive, any underwriting discounts
on Units purchased, directly or indirectly, by Third Point.

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Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following as our critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in ASC Topic 480 "
Distinguishing Liabilities from Equity
." Shares of Class A common stock subject to mandatory redemption (if any) are
classified as liability instruments and are measured at fair value. Shares of
conditionally redeemable Class A common stock (including Class A common stock
that feature redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely
within our control) are classified as temporary equity. At all other times,
shares of Class A common stock are classified as stockholders' equity. Our
Class A common stock features certain redemption rights that are considered to
be outside of our control and subject to the occurrence of uncertain future
events.
All of the 63,250,000 Public Shares contain a redemption feature which allows
for the redemption of Class A common stock under our liquidation or tender
offer/stockholder approval provisions. In accordance with FASB ASC 480,
redemption provisions not solely within our control require the security to be
classified outside of permanent equity. Ordinary liquidation events, which
involve the redemption and liquidation of all of the entity's equity
instruments, are excluded from the provisions of FASB ASC 480. Although we have
not specified a maximum redemption threshold, our amended and restated
certificate of incorporation provides that in no event will we redeem our Public
Shares in an amount that would cause our net tangible assets to be less than
$5,000,001.
We recognize changes in redemption value immediately as they occur and will
adjust the carrying value of the security at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable shares of Class A
common stock shall be affected by charges
against additional paid-in capital or
in the absence
of additional paid-in capital, retained
earnings.
Accordingly, at June 30, 2020 and December 31, 2019, 61,666,074 and 62,258,819
shares of Class A common stock subject to possible redemption are presented as
temporary equity, outside of the stockholders' equity section of the
accompanying balance sheets, respectively.
Net Income (Loss) Per Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, "
Earnings Per Share
." Net income (loss) per share is computed by dividing net income applicable to
common stockholders by the weighted average number of shares of common stock
outstanding for the periods. We have not considered the effect of the warrants
sold in the Initial Public Offering and private placement to purchase an
aggregate of 30,850,000 shares of Class A common stock in the calculation of
diluted earnings per share, since their inclusion would be anti-dilutive under
the treasury stock method. As a result, diluted earnings per share is the same
as basic earnings per share for each period presented.
Our statements of operations include a presentation of income (loss) per share
for common stock subject to redemption in a manner similar to
the two-class method
of income per share. Net income per share, basic and diluted for Class A common
stock, for the three and six months ended June 30, 2020 is calculated by
dividing the investment income earned on the Trust Account of approximately
$179,000 and approximately $2.7 million, net of applicable income and franchise
taxes of approximately $47,000 and approximately $614,000, resulting in total
net income of approximately $132,000 and approximately $2.1 million,
respectively, by the weighted average number of shares of Class A common stock
outstanding of 63,250,000 for the periods. Net loss per share, basic and diluted
for Class B common stock, for the three and six months ended June 30, 2020 is
calculated by dividing the net loss of approximately $1.3 million and
approximately $5.9 million, less income attributable to Class A common stock of
approximately $132,000 and approximately $2.1 million, resulted to a net loss of
approximately $1.4 million and approximately $8.0 million, respectively, by the
weighted average number of shares of Class B common stock outstanding of
15,812,500 for the periods.

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Net income per share, basic and diluted for Class A common stock is calculated
by dividing the investment income earned on the Trust Account of approximately
$4.3 million and approximately $8.1 million, net of applicable income and
franchise taxes of approximately $967,000 and approximately $1.8 million,
resulting in total net income of approximately $3.4 million and approximately
$6.3 million, for three and six months ended June 30, 2019, respectively, by the
weighted average number of shares of Class A common stock outstanding for the
periods. Net loss per share, basic and diluted for Class B common stock is
calculated by dividing the net income of approximately $2.6 million and
$5.1 million, less income attributable to Class A common stock of approximately
$3.4 million and $6.3 million, respectively, by the weighted average number of
shares of Class B common stock outstanding for the periods.
Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2020, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K
and did not have any commitments or contractual obligations.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We will qualify as an
"emerging growth company" and under the JOBS Act will be allowed to comply with
new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for
non-emerging
growth companies. As a result, our financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required
of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act, (iii) comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.

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