UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2017~~2018

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-37878

SABAN CAPITAL ACQUISITION CORP.

(Exact name of Registrant as specified in its Charter)


Cayman Islands		98-1296434
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10100 Santa Monica Boulevard, 26th Floor Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 557-5100

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Warrant to purchase one Class A ordinary share		NASDAQ Capital Market
Class A ordinary shares, par value $0.0001 per share		NASDAQ Capital Market
Warrants to purchase Class A ordinary shares		NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). YES ☒ NO ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ ~~(Do not check if a small reporting company)~~ Small 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 ☐

The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at June 30, ~~2017~~2018 was $~~250~~213,~~000~~905,~~000~~115.

At March 125, ~~2018~~2019, there were 2521,~~000~~157,~~000~~776 Class A ordinary shares, $0.0001 par value, and 6,243,480 Class F ordinary shares, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		198
Item 1B.	Unresolved Staff Comments		4713
Item 2.	Properties		4813
Item 3.	Legal Proceedings		4813
Item 4.	Mine Safety Disclosures		4813
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		4814
Item 6.	Selected Financial Data		5217
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5217
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		5721
Item 8.	Consolidated Financial Statements ~~and Supplementary Data~~		5822
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		7338
Item 9A.	Controls and Procedures		7438
Item 9B.	Other Information		7438
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		7539
Item 11.	Executive Compensation		8445
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		8546
Item 13.	Certain Relationships and Related Transactions, and Director Independence		8848
Item 14.	Principal Accounting Fees and Services		9152
PART IV
Item 15.	Exhibits, Financial Statement Schedules		9253
Item 16.	Form 10-K Summary		9354

CERTAIN TERMS

References to the “Company,” “our,” “us” or “we” refer to Saban Capital Acquisition Corp., a blank check company incorporated on March 15, 2016 as a Cayman Islands exempted company. References to our “Sponsor” refer to Saban Sponsor LLC, a Delaware limited liability company. References to Saban Capital refer to Saban Capital Group, ~~Inc.~~LLC, a Delaware ~~corporation~~limited liability company. References to our “Public Offering” refer to the initial public offering of Saban Capital Acquisition Corp. which closed on September 21, 2016 (the “Close Date”).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that are forward-looking and as such are ~~not~~ not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business ~~strategy~~ strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, ~~international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and~~ those risk factors described under “Item 1A. Risk Factors” and other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this Annual Report on Form 10-K. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this Special Note Regarding Forward-Looking Statements.

PART I

Item 1.

Business.

Introduction

We are a blank check company incorporated on March 15, 2016 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We have ~~reviewed,~~neither ~~and~~engaged ~~continue~~in toany ~~review,~~operations anor ~~number~~generated ofany ~~opportunities~~revenue to ~~enter~~date. ~~into~~Based aon ~~Business~~our ~~Combination with an operating~~ business activities, ~~but~~the weCompany ~~are~~is ~~not~~a ~~able~~“shell tocompany” ~~determine~~as atdefined ~~this~~under ~~time~~the ~~whether~~Securities weExchange ~~will~~Act ~~complete~~of a1934, as ~~Business~~amended ~~Combination with any of~~ (the ~~target~~“Exchange ~~businesses~~Act”) ~~that~~because we have ~~reviewed~~no oroperations ~~with~~and ~~any~~nominal ~~other~~assets ~~target~~consisting ~~business.~~almost Weentirely ~~also~~of cash.

1Our Public Offering closed on September 21, 2016. Prior to our Public Offering, on April 11, 2016, our Sponsor purchased an aggregate of 5,750,000 Class F ordinary shares (“Founder Shares”) for an aggregate

~~Table~~1 ~~of Contents~~

haveTable neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. Contents

~~Our Public Offering closed on September 21, 2016. Prior to our Public Offering, on April 11, 2016, our Sponsor purchased an~~ ~~aggregate of 5,750,000 Class F ordinary shares (“Founder Shares”) for an aggregate~~ purchase price of $25,000, or approximately $0.004 per share. In August 2016, the Company repurchased 99,000 Founder Shares from our Sponsor at their original per share issuance price and subsequently issued such number of Founder Shares pursuant to The 2016 Share Award Plan of the Company (the “Plan”) for the same per share price to certain individuals who would be assisting us in the evaluation of investment opportunities. In September 2016, ~~the~~our ~~Company’s~~ Sponsor transferred 30,000 Founder Shares to each of the Company’s independent directors at their original per share issue price. On September 15, 2016, we effected a pro rata share capitalization resulting in an increase in the total number of Founder Shares outstanding from 5,750,000 to 6,250,000 in order to maintain the ownership of Founder Shares by our initial shareholders, including our Sponsor, independent directors and individuals assisting us with the evaluation of investment opportunities who were granted Founder Shares under the Plan (collectively, the “Initial Shareholders”), at 20% of our issued and outstanding shares upon consummation of the Public Offering. Following the pro rata share capitalization and the closing of the Public Offering, our Sponsor held 6,044,570 Founder Shares, each of our three independent directors held 32,610 Founder Shares and the individuals assisting us with the evaluation of investment opportunities, including our executive officers, who were originally granted Founder Shares under the Plan, held 107,600 Founder Shares. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, the Company acquired 25,100 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued such 25,100 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and thereafter our Sponsor held 6,037,070 Founders Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The ~~repurchase~~ repurchase was consummated in July 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals ~~previously~~ previously awarded Founder Shares under the Plan from 107,600 to 101,080.

On the Close Date, we consummated our Public Offering of 25,000,000 units (which included the purchase of 1,500,000 units subject to the underwriters’ 1,500,000 unit over-allotment option) at a price of $10.00 per unit generating gross proceeds of $250,000,000 before underwriting discounts and expenses. Each unit (“Unit”) consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one warrant of the Company (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share. Simultaneously with the closing of the Public Offering, we completed the private sale of an aggregate of 7,000,000 warrants to our Sponsor (the “Private ~~Placement~~ Placement Warrants”), each exercisable to purchase one Class A ordinary share for $11.50 per share at a price of $1.00 per Private Placement Warrant.

We received gross proceeds from the Public Offering and the sale of the Private Placement Warrants of $250,000,000 and $7,000,000, respectively, for an aggregate of $257,000,000. $250,000,000 of the gross proceeds were deposited in a trust account at JP Morgan Chase Bank, N.A. maintained by Continental Stock Transfer and Trust Company (“Trustee”) acting as trustee (the “Trust Account”). At the Close Date, $5,000,000 of the remaining amount was used to pay underwriting discounts and $250,000 of the remaining amount was used to repay notes payable to our Sponsor, with the balance reserved to pay accrued offering and formation costs, business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In the future, a portion of interest income on the funds held in the Trust Account may be released to us to pay tax obligations. At December 31, ~~2017~~2018, funds held in the Trust Account consisted solely of money market funds. On November 4, 2016, we announced that, commencing November 7, 2016, holders of the Units sold in our Public Offering may elect to separately trade the Class A ordinary shares and Warrants included in the Units. Those Units not separated ~~will~~continued ~~continue~~ to trade on the NASDAQ Capital Market under the symbol “SCACU,” and the Class A ordinary shares and Warrants that were separated traded on the NASDAQ Capital Market under the symbols “SCAC” and “SCACW,” respectively. We did not issue fractional warrants upon separation of the Units and only whole Warrants traded.

2On March 12, 2018, we issued an unsecured convertible promissory note (as amended on September 21, 2018, the “Sponsor Convertible Note”), pursuant to which we may borrow up to $1,000,000 from our Sponsor

~~Table~~2 ~~of Contents~~

“SCACU,”Table and the Class A ordinary shares and Warrants that are separated will trade on the NASDAQ Capital Market under the symbols “SCAC” and “SCACW,” respectively. We will not issue fractional warrants upon separation of the Units and only whole Warrants will trade. Contents

~~On March 12, 2018,~~ ~~we issued an unsecured convertible promissory note (the “Sponsor Convertible Note”), pursuant to which we may borrow up to $1,000,000~~ from ~~our Sponsor from~~ time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the ~~earlier~~earliest of ~~September~~(i) March 31, 212019, ~~2018~~(ii) ~~and~~ the ~~consummation~~effective date of ~~our~~an initial Business Combination, and (iii) the termination, for any reason, of the Business Combination Agreement (as defined below) (such earliest date, the “Maturity Date”). Our Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the trust ~~Trust Account~~account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on March 12, 2018. On March 12, 2018, we borrowed $500,000 under the Sponsor Convertible Note and on August 2, 2018, we borrowed the remaining $500,000 under the Sponsor Convertible Note.

WeOn ~~believe~~September 26, ~~that~~2018, ~~our~~we ~~management~~issued ~~team~~an isunsecured ~~well~~promissory ~~positioned~~note (as amended, the “Sponsor Note”) pursuant to ~~identify~~which ~~attractive~~we ~~risk-adjusted~~may ~~returns~~borrow up into ~~the~~$1.5 million ~~marketplace~~from Sponsor. The Sponsor Note bears interest at a rate of 2.51% per annum and ~~that~~all ~~our~~unpaid ~~contacts~~ principal under the Sponsor Note including accrued interest thereon will be due and ~~transaction~~payable ~~sources,~~in ~~ranging~~full ~~from~~on ~~industry~~the ~~executives~~Maturity Date, ~~private~~unless accelerated ~~owners,~~upon ~~private~~the ~~equity~~occurrence ~~funds~~of customary events of default. Under the Sponsor Note, our Sponsor has waived any and ~~investment~~all ~~bankers~~right, title, interest or claim of any kind in ~~addition~~or to ~~the~~any ~~extensive~~distribution ~~global~~of ~~industry~~or ~~and~~from ~~geographical~~the ~~reach~~trust ofaccount established in connection with our ~~affiliates~~initial ~~will~~public ~~enable~~offering, usincluding any right to ~~pursue~~seek arecourse, ~~broad~~reimbursement, ~~range~~payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Note was approved by our board of directors and our audit committee ~~opportunities~~on September 13, 2018. Executed on September 26, 2018, $500,000 was drawn under the Sponsor Note on October 5, 2018, $500,000 was also drawn under the Sponsor Note on November 12, 2018.

~~Business~~We ~~Strategy~~and our Sponsor are currently evaluating the treatment of the Sponsor Convertible Note and Sponsor Note given our planned dissolution described below.

~~While~~On September 18, 2018, we held an extraordinary general meeting at which our ~~efforts~~shareholders approved (1) an amendment to ~~identify~~our aamended ~~prospective~~and ~~target~~restated memorandum and articles of association to extend the date by which we must (a) consummate a business ~~will~~combination, ~~not~~(b) cease ~~necessarily~~our beoperations ~~limited~~except for the purpose of winding up if we fail to acomplete such ~~particular~~Business ~~industry~~Combination, ~~sector~~and (c) redeem all of our Class A ordinary shares included as part of the units sold in the initial public offering from September 21, 2018 to December 31, 2018 (or ~~region~~March 31, 2019 if we executed a ~~intend~~definitive agreement for an initial Business Combination by December 31, 2018 and all closing conditions contained in such definitive agreement (other than regulatory conditions, including, without limitation, those related to ~~capitalize~~antitrust approval onand the ~~expertise~~effectiveness of ~~our~~any ~~management~~related ~~team~~registration instatement, and conditions that by their nature are to be satisfied at the ~~areas~~closing of ~~traditional~~such ~~and~~Business ~~digital~~Combination) ~~media~~had been satisfied or waived by December 31, ~~entertainment~~2018) (such date, ~~communications~~the “Extension Date”); and ~~consumer~~(2) a ~~brands~~related amendment to the investment management trust agreement governing the Trust Account to extend the date before which we must complete a Business Combination to the Extension Date and extend the date on which the trustee must liquidate the trust account from September 21, 2018 to the Extension Date. In connection with the Extension Amendment on September 18, 2018, $39.15 million was released from the trust account to satisfy the Extension Amendment Redemptions.

~~Our~~On ~~acquisition~~September 13, ~~and value creation strategy is to identify~~2018, ~~acquire~~we ~~and,~~entered ~~after~~into ~~our~~the Business Combination, toAgreement ~~build~~with aPanavision Acquisition ~~company~~Sub, ~~in the public markets~~Inc., ~~We intend to seek~~ a ~~company~~Delaware incorporation ~~an industry that complements the experience~~ and ~~operational expertise of~~ our ~~management~~direct ~~team~~wholly ~~and~~owned issubsidiary a(“Panavision ~~business~~Acquisition ~~that~~Sub”), weSim ~~think~~Acquisition ~~our~~Sub, ~~management team’s experience and operational expertise can help improve~~Inc. ~~Our~~, ~~selection~~an ~~process~~Ontario ~~will~~corporation ~~leverage~~and our ~~team’s~~direct ~~network~~wholly ofowned ~~industry,~~subsidiary ~~private~~(“Sim ~~equity~~Acquisition Sub”), ~~sponsor~~Panavision ~~and~~Inc., ~~lending~~a ~~community~~Delaware ~~relationships~~corporation as(“Panavision”), ~~well~~Sim asVideo ~~relationships~~International ~~with~~Inc., ~~management~~an ~~teams~~Ontario ofcorporation ~~public~~(“Sim”), and ~~private~~the ~~companies,~~other ~~investment~~parties ~~bankers~~thereto, ~~industry consultants,~~as ~~restructuring~~amended ~~advisers~~on December 11, ~~attorneys~~2018 ~~and~~(as ~~accountants~~amended, ~~which~~the we“Business Combination ~~believe~~Agreement”). ~~should~~Pursuant ~~provide~~to usthe ~~with~~Business aCombination ~~number~~Agreement, ofamong ~~business~~other ~~combination~~things, ~~opportunities.~~it was

In3 addition, we intend to utilize the established global relationships and industry experience of our management team and our board of directors in seeking a Business Combination. Over the course of their careers, the members of our management team and board of directors have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. This group has experience in:

•Table operatingof companies, implementing and executing growth strategies and cost saving initiatives;Contents

• proposed ~~developing~~that Panavision and ~~growing~~SIM ~~companies,~~would ~~both~~become ~~organically~~our ~~and~~direct ~~through~~or ~~acquisitions~~indirect ~~and~~wholly-owned ~~strategic~~subsidiaries ~~transactions~~(the ~~and~~“Panavision/SIM ~~expanding~~Business ~~the~~Combination”). ~~product range;~~

•Due ~~investing~~to market conditions, delays resulting from the recent partial U.S. government shutdown and our March 31, 2019 termination date, we, Panavision, Sim, the Panavision Holder Representative (as defined in the Business Combination Agreement) and the Sim Holder Representative (as defined in the Business Combination Agreement) jointly determined to terminate the Business Combination Agreement pursuant to a Termination Agreement, dated as of February 28, 2019, by and ~~operating~~among such parties, ~~companies~~effective ~~around~~as of such date. We did not pay any costs or fees in connection with the ~~globe;~~Termination Agreement.

•As ~~sourcing~~a result of the termination of the Business Combination Agreement, ~~structuring~~effective as of February 28, ~~acquiring~~2019, the Business Combination Agreement was of no further force or effect, and ~~exiting~~each ~~investments~~of atthe ~~attractive~~following ~~valuations;~~agreements entered into in connection with the Business Combination Agreement was automatically terminated with no further force or effect: (1) the subscription agreements we entered into with certain investors, pursuant to which, among other things, such investors committed to subscribe for our shares for an aggregate amount of $55.0 million, $30.0 million of which was to be funded by Saban Sponsor II LLC (the “Sponsor PIPE Entity”), an affiliate of our Sponsor, (2) the Debt Commitment Letter we entered into with Bank of America, N.A., Bank of Montreal and ING Capital LLC, pursuant to which, among other things, such potential lenders committed to provide a $250.0 million ABL revolving credit facility, (3) the Debt Commitment Letter we entered into with Solus Alternative Asset Management LP, pursuant to which, among other things, such lender committed to provide a $100.0 million second lien term loan credit facility, (4) the Director Composition and Standstill Agreement we entered into with our Sponsor, the Sponsor PIPE Entity, the Principal Panavision Holders (as defined in the Business Combination Agreement) and the Panavision Holder Representative, pursuant to which, among other things, certain post-closing governance rights for the combined company were agreed upon and the parties agreed to take certain actions in connection with, or to facilitate, the Business Combination, and (5) the employment agreements we entered into with Kimberly Snyder and Bill Roberts.

•As ~~fostering~~a result ~~relationships~~of ~~with~~the ~~sellers~~termination of the Business Combination Agreement and the March 31, ~~capital~~2019 ~~providers~~deadline for the Company to consummate a Business Combination, pursuant to our Amended and ~~target~~Restated ~~management~~Memorandum ~~teams;~~and Articles of Association, we (1) have ceased all operations except for the purpose of winding up, (2) intend to redeem all of our issued and outstanding Class A ordinary shares (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 (which interest shall be net of taxes payable, and less $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, on April 1, 2019, and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, expect to liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

3There will be no redemption rights or liquidating distributions with respect to our Warrants and Private Placement Warrants, which will expire worthless upon the liquidation of the Company.

~~Table~~Our ofInitial ~~Contents~~Shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares. However, if our Initial Shareholders own Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

•Our ~~identifying~~Initial Shareholders have agreed, ~~mentoring~~pursuant ~~and~~to ~~recruiting~~a ~~world-class~~written ~~talent;~~agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our Public Shares.

•We ~~executing~~expect ~~transactions~~that inall ~~multiple~~costs ~~geographies~~ and ~~under~~expenses ~~varying~~associated ~~economic~~with ~~and~~implementing ~~financial~~our ~~market~~plan ~~conditions.~~of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds held outside the Trust

~~The~~4 global network of our management team has historically resulted in numerous transactions, and several proprietary opportunities that were not available to generalists and/or less active participants. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, industry consultants, accounting firms and large business enterprises. Members of our management team are communicating with their network of relationships to articulate our acquisition criteria, including the parameters of our search for a target company, and have begun the disciplined process of reviewing and pursuing promising leads.

AcquisitionTable Criteriaof Contents

~~Consistent with this strategy~~ Account, wealthough ~~have~~such ~~identified~~funds ~~the~~will ~~following~~likely ~~general~~not ~~criteria~~be ~~and~~sufficient ~~guidelines~~for ~~that~~such wepurpose. ~~believe~~We ~~are~~have ~~important~~requested inthat ~~evaluating prospective~~the ~~target~~Trustee ~~businesses.~~release Weto ~~intend~~us toan ~~use~~additional ~~these~~amount ~~criteria~~of ~~and~~$50,000 ~~guidelines~~of inaccrued ~~evaluating~~interest ~~acquisition~~to ~~opportunities,~~pay ~~but~~a weportion of ~~may~~such ~~decide~~costs toand ~~enter~~expenses. ~~into~~We ~~our~~are ~~Business~~in ~~Combination~~the ~~with~~process aof ~~target~~negotiating ~~business~~the ~~that~~payment ~~does~~of ~~not~~costs ~~meet~~and ~~any~~expenses ofowed ~~these~~to ~~criteria~~third ~~and guidelines~~parties.

If we were to expend all of the net proceeds of our Public Offering, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by public shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by public shareholders will not be substantially less than $10.00. See “Item 1A. Risk Factors – If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described below. While we intend to ~~seek~~pay tosuch ~~acquire~~amounts, ~~companies~~if any, we cannot assure you that we ~~believe~~will ~~meet~~have ~~certain~~funds ofsufficient ~~the~~to ~~following~~pay ~~criteria:~~or provide for all creditors’ claims.

•Although ~~could~~we sought to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we did business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that even if they execute such agreements that they would be prevented from bringing claims against the ~~substantial~~Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, ~~experience~~there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and ~~network~~will not seek recourse against the Trust Account for any reason. Upon redemption of our ~~management~~Public ~~team;~~Shares, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that our Sponsor would be able to satisfy those obligations. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

•In ~~have~~the ~~attractive~~event ~~growth~~that ~~prospects;~~the proceeds in the Trust Account are reduced below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to

•5 ~~have a competitive advantage;~~

•Table exhibitof barriers to entry;Contents

• take ~~exhibit~~legal ~~industry~~action ~~leadership;~~against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share. See “Item 1A. Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described below.

•We ~~exhibit~~will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. At December 31, 2018, we had access to up to $46,229 from the proceeds of the Public Offering, the sale of the Private Placement Warrants, and loans from our Sponsor, with which to pay any such potential ~~for~~claims ~~global~~(including ~~expansion;~~costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $50,000).

•If ~~are~~we ~~well~~file ~~positioned~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to ~~participate~~applicable bankruptcy law, and may be included in ~~sector~~our ~~consolidation~~bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or ~~would~~an ~~benefit~~involuntary bankruptcy ~~from~~petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying public ~~acquisition~~shareholders ~~currency;~~from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. See “Item 1A. Risk Factors — If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.”

•Our ~~demonstrate~~public ~~attractive~~shareholders ~~valuation~~will ~~and~~be ~~limit~~entitled to receive funds from the Trust Account as a result of the proposed redemption of our ~~downside~~Public ~~exposure;~~Shares ~~and/or~~commencing on April 1, 2019.

•Amended ~~demonstrate~~and ~~potential~~Restated ~~for~~Memorandum ~~free~~and ~~cash~~Articles ~~flow~~of ~~generation.~~Association

~~These~~Our ~~criteria~~amended ~~are~~and ~~not~~restated ~~intended~~memorandum toand ~~be exhaustive.~~articles ~~Any evaluation relating to the merits~~ of aassociation ~~particular Business Combination may be based~~provide, toamong ~~the extent relevant, on these general guidelines, as well as~~ other ~~considerations~~things, ~~factors and criteria deemed relevant by our management in effecting our Business Combination consistent with our business objectives. In the event~~ that: we decide to enter into our Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our Business Combination, which, would be in the form of tender offer documents or proxy solicitation materials that we would file with the United States Securities and Exchange Commission (the “SEC”).

~~Our~~• ~~Acquisition~~if ~~Process~~our Business Combination is not consummated on or prior to the Extension Date, then our existence will terminate and we will distribute all amounts in the Trust Account; and

In• ~~evaluating~~prior ato ~~prospective~~our ~~target~~Business ~~business~~Combination, we ~~expect~~may tonot ~~conduct~~issue aadditional ~~thorough~~ordinary ~~due~~shares ~~diligence~~that ~~review~~would ~~which~~entitle ~~will~~the ~~encompass,~~holders ~~among~~thereof ~~other~~to ~~things, meetings~~(i) ~~with~~receive ~~incumbent~~funds ~~management~~from ~~and~~the ~~employees,~~Trust ~~document~~Account ~~reviews,~~or ~~inspection~~(ii) ofvote ~~facilities,~~on asany ~~well~~Business ~~as a review of financial, operational, legal and other information which will be made available to us~~Combination. ~~We will also utilize our operational and capital planning experience.~~

4These provisions cannot be amended without the approval of holders of at least two thirds of our ordinary shares who attend and vote at a general meeting of the Company.

~~Table~~6 ~~of Contents~~

WeTable are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our Business Combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”), or from an independent accounting firm, that our Business Combination is fair to our company from a financial point of view. Contents

IfCompetition members of our management team acquire public shares or warrants, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Business Combination.

~~Each~~In ofidentifying, ~~our~~evaluating ~~officers~~ and ~~directors~~selecting ~~presently~~a ~~has,~~target ~~and~~business ~~any~~for ofour ~~them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a~~ Business Combination ~~to such entity. Accordingly~~, ifwe ~~any~~encountered ofintense ~~our~~competition ~~officers~~from orother ~~directors~~entities having ~~becomes aware of~~ a ~~Business~~business ~~Combination~~objective ~~opportunity~~similar ~~which is suitable for an entity~~ to ~~which he or she has then-current fiduciary or contractual obligations~~ours, heincluding orother ~~she~~blank ~~will~~check ~~honor these obligations to present such Business Combination opportunity to such entity~~companies, ~~subject~~private toequity ~~his~~groups orand ~~her~~leveraged ~~fiduciary~~buyout ~~duties to us under Cayman Islands law. We do not believe~~funds, ~~however,~~public ~~that~~companies ~~the~~and ~~fiduciary~~operating ~~duties~~businesses orseeking ~~contractual~~strategic ~~obligations of our officers or directors will materially affect our ability to complete our Business Combination~~acquisitions.

~~Our~~Indemnity Sponsor, officers and directors have agreed, pursuant to a written agreement, not to participate in the formation of, or become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our Business Combination or we have failed to complete our Business Combination within 24 months after the Close Date. None of our officers or directors has been involved with any blank check companies or special purpose acquisition corporations in the past.

~~Sourcing~~Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of ~~Potential~~funds ~~Business~~in the ~~Combination~~Trust ~~Targets~~Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not asked our Sponsor to reserve for its indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

WeEmployees believe our management team’s significant operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring, financing and exiting investments and properties, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.

~~This~~We ~~network provides~~currently ~~our~~have ~~management~~four officers. ~~team~~Members ~~with a robust and consistent flow~~ of ~~acquisition~~our ~~opportunities~~management ~~which~~team are ~~proprietary~~not orobligated ~~where a limited group of investors are invited~~ to ~~participate~~devote inany ~~the~~specific ~~sale~~number ~~process.~~of Inhours ~~addition, we anticipate that target business candidates will be brought~~ to our ~~attention~~matters ~~from~~but ~~various~~they ~~unaffiliated~~intend ~~sources,~~to ~~including~~devote ~~investment~~as ~~market~~much ~~participants,~~of ~~private~~their ~~equity~~time ~~funds~~as ~~and~~they ~~large~~deem ~~business~~necessary ~~enterprises seeking~~ to ~~divest~~our ~~non-core~~affairs ~~assets~~until ~~or divisions~~our liquidation.

WePeriodic ~~are~~Reporting not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete a Business Combination with a target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent and ~~disinterested~~Financial ~~directors,~~Information would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

5Our Units, Class A ordinary shares and Warrants are registered under the Exchange Act and as a result we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at: http://www.sec.gov.

~~Table~~We previously filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of ~~Contents~~the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We expect to file a Form 15 to suspend our reporting or other obligations under the Exchange Act shortly after the Extension Date. In accordance with the requirements of the Exchange Act, this Annual Report on Form 10-K contains consolidated financial statements audited and reported on by our independent registered public accountants.

AsSection 404 ~~more~~of ~~fully~~the ~~discussed~~Sarbanes-Oxley inAct ~~“Item~~requires ~~10.~~that ~~Directors,~~we ~~Executive~~evaluate ~~Officers~~ and ~~Corporate Governance,”~~report ifon ~~any of~~ our ~~officers~~system orof ~~directors~~internal ~~becomes~~controls ~~aware~~beginning ofwith athis ~~business~~Annual Report ~~combination~~on ~~opportunity~~Form 10-K. Only ~~that~~in ~~falls within~~ the ~~line~~event ofwe ~~business~~are ofdeemed ~~any entity~~ to ~~which he or she has pre-existing fiduciary or contractual obligations, he or she may~~ be ~~required~~a tolarge ~~present~~accelerated ~~such~~filer ~~business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have fiduciary duties~~ or ~~contractual~~ ~~obligations~~an toaccelerated ~~various~~filer ~~entities~~ that ~~may~~no ~~present~~longer aqualifies ~~conflict~~as ofan ~~interest.~~emerging Asgrowth acompany ~~result~~will ofwe ~~these duties and obligations, situations may arise in which business opportunities may~~ be ~~given~~required to ~~one~~have ~~or more of these other entities prior to being~~our ~~presented~~internal tocontrol usprocedures audited.

~~Status~~We are an “emerging growth company,” as defined in Section 2(a) ~~Public~~of ~~Company~~the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 our periodic reports and proxy

We7 believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred for marketing, road show and public reporting efforts that may not be present to the same extent in connection with a Business Combination with us.

Furthermore,Table once a proposed Business Combination is completed, the target business will effectively become public, whereas an initial public offering is typically subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. Our structure may offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. Contents

~~We are an “emerging growth company~~ statements,” asand ~~defined~~exemptions infrom ~~Section 2(a) of~~ the ~~Securities~~requirements ~~Act~~ of ~~1933,~~holding asa non-binding advisory ~~amended~~vote ~~(the~~on ~~“Securities Act”),~~executive ascompensation ~~modified~~and byshareholder ~~the~~approval ~~Jumpstart~~of ~~Our~~any golden ~~Business~~parachute ~~Startups~~payments ~~Act~~not ofpreviously ~~2012 (the “JOBS Act”)~~approved. WeIf ~~will~~some ~~remain~~investors anfind ~~emerging~~our ~~growth~~securities ~~company~~less ~~until~~attractive ~~the~~as ~~earlier of: (i) the last day of the fiscal year (~~a~~) following~~ ~~the fifth anniversary of the Close Date~~result, ~~(b) in~~there ~~which~~may ~~we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to~~ be a ~~large~~less ~~accelerated~~active ~~filer,~~trading ~~which means the~~ market ~~value~~for of our ~~ordinary~~securities ~~shares that is held by non-affiliates exceeds $700 million as of the prior June 30th;~~ and ~~(ii)~~ the ~~date~~prices onof ~~which~~our wesecurities ~~have~~may ~~issued~~be more ~~than $1~~volatile.~~0 billion~~ ~~in non-convertible debt during the prior three-year period.~~

~~Financial~~In ~~Position~~addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

~~With~~We ~~funds~~will ~~available~~remain ~~for~~an aemerging ~~Business~~growth ~~Combination~~company ofuntil ~~$242,971,796,~~the ~~including~~earlier ~~interest~~of ~~earned through December~~(1) ~~31,~~the ~~2017,~~last ~~assuming~~day ~~no redemptions and after payment~~ of ~~$8,750,000~~the offiscal ~~deferred~~year ~~underwriting discounts, we will be able to offer~~ (a) following ~~target~~the ~~business~~fifth anniversary ~~a variety~~ of ~~options~~the ~~such~~Close ~~as creating a liquidity event for its owners~~Date, ~~providing~~(b) in ~~capital~~which ~~for~~we ~~the~~have ~~potential~~total ~~growth~~annual ~~and expansion~~gross revenue of ~~its~~at ~~operations~~least $1.07 billion, or ~~strengthening~~(c) in ~~its~~which ~~balance sheet by reducing its debt ratio. Because~~ we ~~will~~are bedeemed ~~able~~ to ~~complete~~be ~~our Business Combination using our cash, debt or equity securities, or~~ a ~~combination~~large ofaccelerated ~~the foregoing~~filer, wewhich ~~have~~means the ~~flexibility~~ tomarket ~~use~~value ~~the~~of ~~most~~our ~~efficient~~ordinary ~~combination~~shares that ~~will~~is ~~allow~~held usby non-affiliates exceeds to$700 million ~~tailor~~as of the ~~consideration~~prior toJune 30th, beand ~~paid to~~ (2) the ~~target~~date ~~business~~on towhich ~~fit its needs and desires. However,~~ we have ~~not~~issued ~~taken~~more ~~any~~than ~~steps~~$1.0 billion in non-convertible debt toduring ~~secure~~the ~~third~~prior three-~~party~~year ~~financing~~period. ~~and~~References ~~there~~herein ~~can~~to be“emerging ~~no assurance~~growth itcompany” ~~will~~shall behave ~~available~~the onmeaning ~~terms~~associated ~~acceptable~~with toit usin orthe atJOBS ~~all~~Act.

~~Effecting~~Additionally, ~~Our~~we ~~Business~~are ~~Combination~~a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.

WeItem ~~are not presently engaged in, and we will not engage in, any operations until a Business Combination~~1A. WeRisk ~~intend to effectuate our Business Combination using the proceeds held in the Trust Account from our Public~~ Factors.

6An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~Table~~You will not be entitled to protections normally afforded to investors of ~~Contents~~many other blank check companies.

~~Offering~~Because ~~and~~we ~~the~~have ~~sale~~net oftangible ~~the~~assets ~~Private~~in ~~Placement~~excess ~~Warrants,~~of ~~our shares~~$5,000,000 ~~debt~~and ortimely filed a ~~combination~~Current ofReport ~~these~~on Form 8-K after as the ~~consideration~~Close toDate, beincluding ~~paid~~an inaudited ~~our~~balance ~~Business~~sheet ~~Combination.~~demonstrating Wethis ~~may~~fact, ~~seek~~we toare ~~complete~~exempt ~~our Business~~from ~~Combination~~certain ~~with~~rules apromulgated ~~company~~by orthe ~~business~~SEC ~~that~~to ~~may~~protect beinvestors ~~financially unstable or~~ in ~~its~~blank ~~early~~check ~~stages~~companies, ofsuch as ~~development~~Rule or419. ~~growth~~Accordingly, ~~which~~investors ~~would~~will ~~subject~~not usbe toafforded the ~~numerous~~benefits ~~risks~~or ~~inherent~~protections inof such ~~companies and businesses~~rules.

IfOur ~~our~~public ~~Business~~shareholders Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Business Combination or used for redemptions of purchases of our Class A ordinary shares, we may ~~apply~~receive ~~the~~only ~~balance of the cash released to us from the Trust Account for, among other things,~~$10.00 ~~general~~per ~~corporate purposes~~share, ~~including for maintenance~~ or ~~expansion~~possibly ofless ~~operations~~than of$10.00 ~~the~~per ~~post-transaction company~~share, ~~the payment of principal or interest due~~ on ~~indebtedness incurred in completing~~ our ~~Business Combination~~redemption, toand ~~fund~~our ~~the~~Warrants ~~purchase~~will ofexpire ~~other companies or for working capital~~worthless.

WeOur public shareholders may ~~seek~~receive $10.00 toper ~~raise~~share, ~~additional~~or ~~funds~~possibly ~~through~~less athan ~~private~~$10.00 ~~offering~~per share, on the liquidation of ~~debt~~our orTrust ~~equity~~Account ~~securities~~and ~~in connection~~our ~~with~~Warrants ~~the~~will ~~completion~~expire ofworthless. ~~our~~In ~~Business~~certain ~~Combination~~circumstances, ~~and~~our wepublic shareholders may ~~effectuate~~receive ~~our~~less ~~Business~~than ~~Combination~~$10.00 ~~using~~per share on the ~~proceeds~~redemption of their ~~such~~shares ~~offering~~where ~~rather~~a ~~than~~third ~~utilizing~~party ~~the~~brings ~~funds~~a ~~held~~claim inagainst ~~the~~us ~~Trust~~that ~~Account~~our Sponsor is unable to indemnify and our Warrants will expire worthless.

InIf ~~the~~third parties ~~case~~bring ofclaims aagainst ~~Business~~us, ~~Combination~~the ~~funded~~proceeds ~~with~~held ~~assets~~in ~~other than~~ the Trust Account ~~assets,~~could ~~our~~be ~~tender~~reduced ~~offer~~and ~~documents or proxy materials disclosing~~ the ~~Business~~per ~~Combination~~share ~~would~~redemption ~~disclose~~amount ~~the~~received ~~material terms of the financing and, only if required~~ by ~~law,~~shareholders wemay ~~would~~be ~~seek~~less ~~shareholder~~than ~~approval of such financing~~$10.00 ~~There~~per ~~are no prohibitions on our ability to raise funds privately or through loans in connection with our Business Combination~~share. ~~At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.~~

~~Selection~~Our placing of afunds ~~Target~~in ~~Business~~the ~~and~~Trust ~~Structuring~~Account ofmay ~~Our~~not ~~Business~~protect ~~Combination~~those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective

~~The~~8 NASDAQ rules require that our Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our Business Combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our Business Combination. Subject to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our Business Combination with another blank check company or a similar company with nominal operations.

InTable any case, we will only complete a Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test. There is no basis for public shareholders to evaluate the possible merits or risks of any target business with which we may ultimately complete our Business Combination. Contents

To target ~~the~~businesses ~~extent~~or other entities with which we ~~effect~~do ~~our~~business ~~Business~~execute ~~Combination~~agreements with aus ~~company~~waiving orany ~~business~~right, ~~that~~title, ~~may~~interest beor ~~financially~~claim ~~unstable~~of any kind in or to any monies held in ~~its~~the ~~early~~Trust ~~stages~~Account offor ~~development~~the orbenefit ~~growth~~of our public shareholders, wesuch parties may benot ~~affected~~execute bysuch ~~numerous~~agreements, ~~risks~~or ~~inherent~~even inif they execute such ~~company~~agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or ~~business~~other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. ~~Although~~If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will ~~endeavor~~perform toan ~~evaluate~~analysis of the ~~risks~~alternatives ~~inherent~~available into it and will only enter into an agreement with a ~~particular~~third ~~target~~party ~~business,~~that wehas ~~cannot~~not ~~assure~~executed ~~you~~a waiver if management believes that wesuch ~~will~~third ~~properly ascertain~~party’s orengagement ~~assess~~would ~~all~~be ~~significant~~significantly ~~risk~~more ~~factors~~beneficial to us than any alternative.

7Examples of possible instances where we may have engaged a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to reserve for its indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, although we are not currently aware of any such claims, if any such claims were successfully made against the Trust Account, the funds available for redemptions could be reduced to less than $10.00 per Public Share. In such event you would receive such lesser amount per share in connection with any redemption of your Public Shares.

~~Table~~Our directors may decide not to enforce the indemnification obligations of our ~~Contents~~Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

In ~~evaluating~~the aevent ~~prospective~~that ~~target~~the ~~business,~~proceeds wein ~~expect~~the Trust Account are reduced below the lesser of: (i) $10.00 per share; or (ii) other than due to ~~conduct~~the afailure ~~thorough~~to obtain such waiver such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due ~~diligence~~to ~~review~~reductions ~~which~~in ~~will~~the ~~encompass,~~value ~~among~~of ~~other~~the ~~things~~trust assets, ~~meetings~~in ~~with~~each ~~incumbent~~case ~~management~~net ~~and~~of ~~employees,~~the ~~document~~interest ~~reviews,~~which ~~inspection~~may ofbe ~~facilities~~withdrawn to pay taxes, asand ~~well~~our asSponsor aasserts ~~review~~that ofit ~~financial,~~is ~~operational~~unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal ~~and~~action ~~other~~against ~~information~~our ~~which~~Sponsor ~~will~~to beenforce ~~made~~its ~~available~~indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per share.

~~The~~9 time required to select and evaluate a target business and to structure and complete our Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

LackTable of Business Diversification Contents

~~For~~If, anafter ~~indefinite~~we ~~period~~distribute ofthe ~~time~~proceeds ~~after~~in the ~~completion~~Trust ofAccount to our ~~Business~~public ~~Combination~~shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the ~~prospects~~members ~~for~~of our ~~success~~board of directors may be viewed as having breached their fiduciary ~~depend~~duties ~~entirely~~to onour creditors, thereby exposing the ~~future~~members ~~performance~~of our board of adirectors ~~single~~and ~~business~~us to claims of punitive damages.

~~Unlike~~If, ~~other~~after we ~~entities~~distribute ~~that~~the ~~have~~proceeds in the ~~resources~~Trust Account to ~~complete~~our ~~business combinations~~public ~~with~~shareholders, ~~multiple~~we ~~entities~~file ina ~~one~~bankruptcy petition or ~~several~~an ~~industries,~~involuntary itbankruptcy petition is ~~possible~~filed ~~that~~against weus ~~will~~that is not ~~have~~dismissed, ~~the~~any ~~resources~~distributions toreceived ~~diversify~~by ~~our~~shareholders ~~operations~~could ~~and~~be ~~mitigate~~viewed under ~~the~~applicable ~~risks~~debtor/creditor ofand/or ~~being~~bankruptcy inlaws as either a ~~single~~“preferential ~~line~~transfer” ofor ~~business~~a “fraudulent conveyance.” IfAs wea ~~complete~~result, ~~our~~a ~~Business~~bankruptcy ~~Combination with~~court ~~only~~could aseek ~~single~~to ~~entity~~recover some or all amounts received by our shareholders. In addition, weour board of directors may ~~experience~~be aviewed ~~lack~~as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public shareholders from the Trust Account prior to addressing the claims of ~~diversification~~creditors, ~~which~~thereby ~~may:~~exposing itself and us to claims of punitive damages.

•If, ~~subject~~before usdistributing tothe ~~negative~~proceeds ~~economic,~~in ~~competitive~~the ~~and~~Trust ~~regulatory~~Account ~~developments~~to our public shareholders, ~~any~~we file a bankruptcy petition or ~~all~~an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of ~~which~~creditors in such proceeding may have apriority ~~substantial~~over ~~adverse~~the ~~impact~~claims onof our shareholders and the ~~particular~~per ~~industry~~share inamount ~~which~~that wewould ~~operate~~otherwise ~~after~~be received by our ~~Business~~shareholders ~~Combination,~~in ~~and~~connection with our liquidation may be reduced.

•If, ~~cause~~before usdistributing the proceeds in the Trust Account to ~~depend~~our onpublic shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the ~~marketing~~proceeds held in the Trust Account could be subject to applicable bankruptcy law, and ~~sale~~may be included in our bankruptcy estate and subject to the claims of athird ~~single~~parties ~~product~~with orpriority ~~limited~~over ~~number~~the claims of ~~products~~our orshareholders. ~~services~~To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

~~Limited~~Our ~~Ability~~public shareholders may be forced to ~~Evaluate~~wait beyond the ~~Target’s~~Extension ~~Management~~Date before ~~Team~~redemption from our Trust Account.

~~Although~~We we intend to ~~closely~~distribute ~~scrutinize~~ the ~~management~~aggregate ofamount athen ~~prospective~~on ~~target~~deposit ~~business~~in ~~when~~the ~~evaluating~~Trust ~~the~~Account ~~desirability~~(less $50,000 of ~~effecting our~~the ~~Business~~net ~~Combination~~interest ~~with~~earned ~~that~~thereon ~~business~~to pay dissolution expenses), ~~our~~pro ~~assessment~~rata ofto ~~the~~our ~~target~~public ~~business’s~~shareholders ~~management~~by ~~may~~way ~~not~~of ~~prove~~redemption toand becease ~~correct.~~all Inoperations ~~addition,~~except for the ~~future~~purposes ~~management~~of ~~may~~winding ~~not~~up ~~have~~of ~~the~~our ~~necessary skills~~affairs, ~~qualifications~~as orfurther ~~abilities~~described toherein. ~~manage~~Any aredemption of public ~~company.~~shareholders ~~Furthermore,~~from the ~~future~~Trust ~~role~~Account ofshall ~~members~~be effected automatically by function of our ~~management~~amended ~~team,~~and ifrestated memorandum and articles of association prior to any, involuntary ~~the~~winding ~~target~~up. ~~business~~Such ~~cannot~~winding ~~presently~~up, beliquidation ~~stated~~and ~~with~~distribution ~~any~~must ~~certainty.~~comply ~~While~~with itthe applicable isprovisions ~~possible~~of ~~that~~the ~~one~~Companies orLaw ~~more~~(2016 Revision) of ~~our~~the ~~directors~~Cayman ~~will~~Islands ~~remain~~as ~~associated~~the insame ~~some~~may ~~capacity with~~be usamended ~~following~~from ~~our~~time ~~Business~~to ~~Combination~~time (“Companies Law”). As such, itinvestors ismay ~~unlikely~~be ~~that~~forced ~~any~~to ofwait ~~them~~beyond ~~will~~the ~~devote~~Extension ~~their~~Date ~~full~~before ~~efforts~~the toredemption proceeds of our ~~affairs~~Trust ~~subsequent~~Account become available to ~~our~~them ~~Business~~and ~~Combination.~~they ~~Moreover,~~receive wethe ~~cannot~~return ~~assure~~of ~~you~~their ~~that~~pro ~~members~~rata portion of the proceeds from our ~~management~~Trust ~~team~~Account. ~~will~~We have ~~significant~~ ~~experience~~no orobligation ~~knowledge~~to ~~relating~~return funds to investors prior to the ~~operations~~date of ~~the~~our ~~particular~~redemption ~~target~~or liquidation. ~~business~~Only upon our redemption or any liquidation will public shareholders be entitled to distributions.

WeOur ~~cannot~~shareholders ~~assure~~may ~~you~~be ~~that~~held ~~any of our~~liable ~~key~~for ~~personnel~~claims ~~will~~by ~~remain~~third inparties ~~senior~~against ~~management~~us orto ~~advisory positions with~~ the ~~combined~~extent ~~company. The determination as to whether any~~ of ~~our~~distributions ~~key~~received ~~personnel~~by ~~will~~them ~~remain~~upon ~~with~~redemption ~~the combined company will be made at the time~~ of ~~our~~their ~~Business Combination~~shares.

~~Following~~If awe ~~Business~~are forced ~~Combination,~~to weenter ~~may~~into ~~seek~~an toinsolvent ~~recruit~~liquidation, ~~additional~~any ~~managers~~distributions toreceived ~~supplement~~by ~~the~~shareholders ~~incumbent~~could ~~management~~be ofviewed ~~the~~as ~~target~~an ~~business.~~unlawful ~~We cannot~~payment ~~assure~~if ~~you~~it ~~that~~was weproved ~~will~~that ~~have~~immediately following the ~~ability~~date toon ~~recruit~~which ~~additional~~the ~~managers~~distribution was made, orwe ~~that~~were ~~additional~~unable ~~managers~~to ~~will~~pay ~~have~~our debts as they fall due in the ~~requisite~~ordinary ~~skills~~course of business. As a result, ~~knowledge~~a orliquidator ~~experience~~could ~~necessary~~seek to ~~enhance~~recover ~~the~~some ~~incumbent~~or ~~management~~all amounts received by our shareholders. Furthermore, our directors

~~Shareholders~~may ~~May~~be ~~Not~~viewed ~~Have~~as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our Company to claims, by paying public shareholders from the ~~Ability~~Trust Account prior to ~~Approve~~addressing ~~Our~~the ~~Business~~claims ~~Combination~~of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any

We10 may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

8Table of Contents

~~Table~~ distribution to be paid out of ~~Contents~~our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,300 and to imprisonment for five years in the Cayman Islands.

~~Under~~We ~~NASDAQ’s~~may ~~listing~~be ~~rules~~a passive foreign investment company, ~~shareholder~~or PFIC, ~~approval~~which ~~would~~could beresult ~~required~~in ~~for~~adverse ~~our~~U.S. ~~Business Combination~~federal ~~if,~~income ~~for~~tax ~~example:~~consequences to U.S. investors.

•If we ~~issue~~are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of our Class A ordinary shares or Warrants who or that ~~will~~is befor ~~equal~~U.S. tofederal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in ~~excess~~or under the laws of ~~20%~~the United States, any state thereof or the District of Columbia or (iii) an estate or trust the income ~~number~~of which is includible in gross income for U.S. federal income tax purposes regardless of ~~Class~~its source or (iv) a trust if (A) a ~~ordinary~~court ~~shares~~within ~~then~~the ~~outstanding~~United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (~~other~~B) it ~~than~~has in effect a ~~public~~valid ~~offering~~election to be treated as a U.S. person (a “U.S. holder”); , such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception, depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there can be no assurance that we will qualify for the start-up exception. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service, or IRS, may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Class A ordinary shares and Warrants.

•We ~~any~~are ofan ~~our~~emerging ~~directors,~~growth ~~officers~~company orand ~~substantial~~a ~~shareholders~~smaller ~~(as~~reporting ~~defined~~company bywithin ~~NASDAQ~~the ~~rules),~~meaning ~~has~~of athe 5%Securities Act orand ~~greater interest (or such persons collectively~~ have ataken ~~10%~~advantage orof ~~greater~~certain ~~interest),~~exemptions ~~directly~~from ordisclosure ~~indirectly,~~requirements inavailable ~~the target business or assets~~ to beemerging ~~acquired~~growth companies or ~~otherwise~~smaller ~~and~~reporting ~~the~~companies, ~~present~~which orcould ~~potential~~make ~~issuance~~our ofsecurities ~~ordinary~~less ~~shares~~attractive ~~could~~to ~~result~~investors inand anmay ~~increase~~make init ~~outstanding~~more ~~ordinary~~difficult ~~shares~~to compare orour ~~voting~~performance ~~power~~with ofother 5%public orcompanies. ~~more; or~~

•We are an “emerging growth company” within the ~~issuance~~meaning orof ~~potential~~the Securities ~~issuance~~Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements 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 our 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. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result inof our ~~undergoing~~reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a ~~change~~less active trading market for our securities and the trading prices of ~~control~~our securities may be more volatile.

~~Permitted~~Further, ~~purchases~~Section 102(b)(1) of ~~our~~the ~~securities~~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

~~In the~~11 event we seek shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Our insiders are generally prohibited from purchasing securities when they are in possession of any material non-public information. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

InTable the event that our Sponsor, directors, officers, advisors or any of their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Contents

~~The~~ had ~~purpose~~a ofSecurities ~~such~~Act ~~purchases~~registration ~~would~~statement bedeclared ~~to:~~effective ~~(i) vote~~or ~~such~~do ~~shares~~not inhave ~~favor~~a class of securities registered under the ~~business~~Exchange ~~combination~~Act) ~~and~~are ~~thereby~~required ~~increase~~to comply with the ~~likelihood~~new or revised financial ofaccounting ~~obtaining~~standards. ~~shareholder~~The ~~approval~~JOBS ofAct ~~our~~provides ~~initial~~that ~~business~~a ~~combination;~~company orcan ~~(ii)~~ elect to ~~satisfy~~opt aout ~~closing~~of ~~condition~~the inextended antransition ~~agreement~~period and comply with athe ~~target~~requirements that ~~requires~~apply usto non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a ~~minimum~~standard ~~net~~is ~~worth~~issued or arevised ~~certain~~and ~~amount~~it ofhas ~~cash~~different atapplication ~~the~~dates ~~closing~~for ofpublic ~~our~~or ~~initial~~private companies, we, as an emerging ~~business~~growth ~~combination~~company, ~~where~~can itadopt ~~appears~~the ~~that~~new ~~such~~or ~~requirement~~revised ~~would~~standard ~~otherwise~~at ~~not~~the betime ~~met~~private companies adopt the new or revised standard. This may ~~result~~make incomparison ~~the~~of ~~completion~~our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of ~~our~~using ~~Business~~the ~~Combination~~extended ~~that~~transition ~~may~~period ~~not~~difficult ~~otherwise~~or ~~have~~impossible ~~been~~because ~~possible~~of the potential differences in accountant standards used.

~~In addition~~Additionally, ifwe ~~such~~are ~~purchases~~a ~~are~~“smaller ~~made~~reporting company” as defined in Rule 10(f)(1) of Regulation S-K and have taken advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will remain a smaller reporting company until the ~~public~~last ~~“float”~~day of the fiscal year in which (1) the market value of our ~~ordinary~~common ~~shares~~stock ~~may~~held beby ~~reduced~~non-affiliates ~~and~~exceeds ~~the~~$250 million ~~number~~as of ~~beneficial~~the prior June 30th, or (2) our annual revenues ~~holders~~exceeded $100 million during such completed fiscal year and the market value of our ~~securities~~common ~~may~~stock beheld ~~reduced,~~by ~~which~~non-affiliates ~~may~~exceeds ~~make~~$700 million itas ~~difficult~~of tothe ~~maintain~~prior orJune ~~obtain~~30th. To the ~~quotation~~extent we take advantage of such reduced disclosure obligations, ~~listing~~it ormay ~~trading~~also make comparison of our ~~securities~~financial onstatements awith ~~national~~other ~~securities~~public ~~exchange~~companies difficult or impossible.

~~Our~~Because ~~Sponsor,~~we ~~directors,~~are ~~officers,~~incorporated ~~advisors~~under ~~and/or~~the ~~any~~laws of ~~their~~the ~~affiliates~~Cayman ~~anticipate~~Islands, ~~that~~you ~~they~~ may ~~identify~~face ~~the~~difficulties ~~shareholders~~in ~~with~~protecting ~~whom~~your ~~our Sponsor~~interests, ~~directors,~~and ~~officers,~~your ~~advisors~~ability orto ~~any~~protect your ofrights ~~their~~through ~~affiliates~~the U.S. Federal courts may ~~pursue~~be ~~privately~~limited.

9We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

~~Table~~Our corporate affairs will be governed by our amended and restated memorandum and articles of ~~Contents~~association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

~~negotiated~~We ~~purchases~~have been advised by ~~either~~our Cayman Islands legal counsel that the ~~shareholders~~courts ~~contacting~~of usthe ~~directly~~Cayman Islands are unlikely (i) to recognize or byenforce against ~~our~~us ~~receipt~~judgments of ~~redemption~~courts ~~requests~~of ~~submitted~~the byUnited ~~shareholders~~States ~~following~~predicated ~~our~~upon ~~mailing~~the civil liability provisions of ~~proxy~~the ~~materials~~federal securities laws of the United States or any state; and (ii) in ~~connection~~original actions brought in the Cayman Islands, to impose ~~with~~liabilities ~~our~~against ~~Business~~us ~~Combination.~~predicated Toupon the ~~extent~~civil ~~that~~liability ~~our~~provisions ~~Sponsor,~~of ~~directors,~~the ~~officers,~~federal ~~advisors~~securities laws of the United States or any ofstate, ~~their~~so ~~affiliates~~far ~~enter~~as ~~into~~the aliabilities ~~private~~imposed ~~purchase~~by those provisions are penal in nature. In those circumstances, ~~they~~although ~~would~~there is ~~identify~~no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and ~~contact~~enforce ~~only~~a ~~potential~~foreign ~~selling~~money ~~shareholders~~judgment ~~who~~of ~~have~~a ~~expressed~~foreign ~~their~~court of competent jurisdiction without retrial on the ~~election~~merits tobased ~~redeem~~on ~~their~~the ~~shares~~principle ~~for~~that a ~~pro~~judgment ~~rata~~of ~~share~~a ofcompetent foreign court imposes upon the ~~trust~~judgment ~~account~~debtor oran ~~vote~~obligation ~~against~~to ~~our~~pay ~~Business~~the ~~Combination.~~sum ~~Our~~for ~~Sponsor,~~which ~~officers,~~judgment ~~directors,~~has ~~advisors~~been orgiven ~~any~~provided ofcertain ~~their~~conditions ~~affiliates~~are ~~will~~met. ~~only~~For ~~purchase~~a ~~shares~~foreign ifjudgment ~~such~~to ~~purchases~~be ~~comply~~enforced ~~with~~in ~~Regulation~~the MCayman ~~under~~Islands, ~~the~~such ~~Exchange~~judgment ~~Act~~must be final and ~~the~~conclusive ~~other~~and ~~federal~~for ~~securities~~a ~~laws.~~liquidated sum, and must not be in respect

~~Any~~12 purchases by our Sponsor or its affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors and/or any of their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

RedemptionTable Rights for Public Shareholders Upon Completion of Our Business Combination Contents

We of ~~will~~taxes ~~provide our public shareholders with the opportunity to redeem all~~ or a ~~portion~~fine ofor ~~their Class A ordinary shares (collectively~~penalty, ~~the~~inconsistent ~~“Public~~with ~~Shares”) upon the completion of our Business Combination at~~ a ~~per-share~~Cayman ~~price,~~Islands ~~payable~~judgment in ~~cash,~~respect ~~equal~~of to the ~~aggregate~~same ~~amount~~matter, ~~then~~impeachable on ~~deposit in~~ the ~~Trust~~grounds ~~Account as~~ of ~~two business~~fraud ~~days~~or ~~prior~~obtained toin ~~the~~a ~~consummation of the Business Combination~~manner, ~~including~~or ~~interest (which interest shall~~ be ~~net~~ of ~~taxes~~a ~~payable),~~kind ~~divided by~~ the enforcement ~~number~~ of ~~then~~which ~~outstanding Public Shares~~is, ~~subject~~contrary to ~~the~~natural ~~limitations~~justice ~~described~~or ~~herein.~~the Aspublic policy of ~~March 1,~~ ~~2018,~~ the ~~amount~~Cayman inIslands ~~the~~(awards ~~Trust~~of ~~Account~~punitive isor ~~approximately~~multiple ~~$10.10~~damages ~~per~~may ~~Public~~well ~~Share.~~be ~~The~~held ~~per-share amount we will distribute~~ to ~~shareholders who properly redeem their shares will not~~ be ~~reduced~~contrary ~~by the deferred underwriting commissions we will pay~~ to ~~the~~public ~~underwriters~~policy). ~~Our~~A ~~Initial~~Cayman ~~Shareholders~~Islands ~~have~~Court ~~entered~~may ~~into~~stay aenforcement ~~letter~~proceedings ~~agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and~~if ~~any~~concurrent ~~Public~~proceedings ~~Shares~~are ~~they~~being ~~may~~brought ~~hold in connection with the completion of our Business Combination~~elsewhere.

~~Manner~~As a result of ~~Conducting~~all ~~Redemptions~~of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

WeProvisions ~~will~~in ~~provide~~ our ~~public~~amended ~~shareholders~~and ~~with~~restated ~~the~~memorandum ~~opportunity~~and toarticles ~~redeem all or a portion~~ of ~~their~~association ~~Public~~may ~~Shares~~inhibit ~~upon the completion of our Business Combination either (i) in connection with~~ a ~~shareholder~~takeover ~~meeting called to approve the Business Combination or (ii) by means~~ of aus, ~~tender~~which ~~offer.~~could Welimit ~~intend to conduct redemptions without a shareholder vote pursuant to~~ the ~~tender offer~~price ~~rules~~investors of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. The decision as to whether we will seek shareholdermight ~~approval of a proposed Business Combination or conduct a tender offer will~~ be ~~made~~willing byto ~~us,~~pay ~~solely~~ in ~~our discretion, and will be based on a variety of factors such as~~ the ~~timing~~future offor the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our ~~Company~~Class A ~~where we do not survive and any transactions where we issue more than 20% of our outstanding~~ ordinary shares ~~or seek to amend our amended~~ and ~~restated~~could ~~memorandum~~entrench ~~and articles of association would require shareholder approval~~management.

IfOur aamended ~~shareholder~~and ~~vote~~restated memorandum isand ~~not~~articles ~~required~~of ~~and~~association wecontain doprovisions ~~not~~that ~~decide~~may discourage unsolicited takeover proposals that shareholders may consider to ~~hold~~be ain ~~shareholder~~their ~~vote~~best ~~for~~interests. ~~business~~These orprovisions ~~other~~include ~~legal~~a ~~reasons,~~staggered weboard ~~will,~~of ~~pursuant~~directors and the ability of the board of directors to ~~our~~designate ~~amended~~the terms of and ~~restated~~issue ~~memorandum~~new series of preferred shares, which may make more difficult the removal of management and ~~articles~~may discourage transactions that otherwise could involve payment of ~~association:~~a premium over prevailing market prices for our securities.

•Item ~~conduct~~1B. ~~the~~Unresolved ~~redemptions~~Staff ~~pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and~~Comments.

•None. ~~file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about the Business Combination and the~~

10Item 2. Properties.

~~Table~~We currently maintain our offices at 10100 Santa Monica Blvd., Suite 2600, Los Angeles, California 90067. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of ~~Contents~~our Sponsor for office space, utilities and secretarial and administrative services. We consider our current office space, adequate for our current operations.

~~redemption~~Item ~~rights~~3. asLegal ~~is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies~~Proceedings.

~~Upon~~There ~~the~~is ~~public~~no ~~announcement~~material ~~of our Business Combination~~litigation, wearbitration ~~and~~or ~~our~~governmental ~~Sponsor~~proceeding ~~will~~currently ~~terminate~~pending ~~any~~or ~~plan established in accordance with Rule 10b5-1~~ to ~~purchase~~ our ~~Class A~~knowledge, ~~ordinary~~threatened ~~shares~~against inus ~~the~~or ~~open~~any members ~~market~~of ~~if we elect to redeem~~ our ~~Public~~management ~~Shares~~team ~~through~~in atheir ~~tender~~capacity ~~offer,~~as ~~to comply with Rule 14e-5 under the Exchange Act~~such.

InItem the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Business Combination until the expiration of the tender offer period4. InMine ~~addition,~~Safety the tender offer will be conditioned on public shareholders not tendering more than a specified number of Public Shares which are not purchased by our Sponsor, which number will be based on the requirement that we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our Business CombinationDisclosures. ~~If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Business Combination.~~

~~If,~~None. however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

•13 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

•Table fileof proxy materials with the SEC.Contents

InPART ~~the~~II event that we seek shareholder approval of our Business Combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the Business Combination.

IfItem ~~we seek shareholder approval, we will complete our Business Combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the Business Combination~~5. AMarket ~~quorum~~ for ~~such~~Registrant’s ~~meeting~~Common ~~will consist of the holders present in person or by proxy of our ordinary shares representing a majority of all of our issued and outstanding ordinary shares. Shares held by our Initial Shareholders~~Equity, ~~including~~Related ~~our~~Stockholder ~~directors~~Matters and ~~officers~~Issuer ~~will~~Purchases ~~count towards this quorum. Our Initial Shareholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor~~ of ~~our~~ ~~Business~~Equity ~~Combination~~Securities. ~~These voting thresholds, and the voting agreements of our Initial Shareholders, may make it more likely that we will consummate our Business Combination.~~

We expect that at the time of any shareholder vote relating to our Business Combination, our Initial Shareholders and their permitted transferees will own at least 20% of our outstanding ordinary shares entitled to vote thereon. In addition, our Initial Shareholders have entered into (a) letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Each public shareholder may elect to redeem its Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.

~~Our amended and restated memorandum and articles of association provide that in no event will we~~Market ~~redeem~~Information our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Redemptions of our Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our Business

11Our Units began trading on NASDAQ under the symbol “SCACU” on September 16, 2016. On November 4, 2016, we announced that holders of our Units could elect to separately trade the Class A ordinary shares and Warrants included in the Units. On November 7, 2016, our Class A ordinary shares and Warrants became available for separate trading on NASDAQ under the symbols “SCAC” and “SCACW,” respectively. Our Warrants will expire upon the liquidation of the Company.

~~Table~~Holders ~~of Contents~~

~~Combination.~~At ~~For example~~March 25, ~~the proposed Business Combination may require: (i) cash consideration to be paid to the target or its owners~~2019, ~~(ii) cash to be transferred to the target for~~there ~~working~~was ~~capital~~one orholder ~~other~~of ~~general~~record ~~corporate~~of ~~purposes~~our orUnits, ~~(iii) the~~one ~~retention~~holder of ~~cash~~record ~~to satisfy other conditions in accordance with the terms~~ of ~~the~~our ~~proposed~~separately ~~Business~~traded ~~Combination.~~Class A Inordinary ~~the~~shares, ~~event~~21 ~~the~~holders ~~aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the~~record ~~proposed Business Combination exceed the aggregate amount~~ of ~~cash~~our ~~available~~Class F toordinary usshares, ~~we will not complete the Business Combination or redeem any Public Shares,~~ and ~~all~~two ~~Public~~holders ~~Shares~~of ~~submitted~~record ~~for~~of ~~redemption~~our ~~will~~separately betraded ~~returned to the holders thereof~~Warrants.

~~Limitation~~Securities onAuthorized ~~Redemption~~for ~~Upon~~Issuance ~~Completion~~Under ofEquity ~~Our~~Compensation ~~Business~~Plans ~~Combination if We Seek Shareholder Approval~~

~~Notwithstanding~~On ~~the~~August 19, ~~foregoing~~2016, if we ~~seek~~adopted ~~shareholder~~the ~~approval~~Plan. ofThe ~~our~~purpose ~~Business~~of ~~Combination~~the ~~and~~Plan weis doto ~~not~~provide ~~conduct~~incentive ~~redemptions~~to ~~in connection with~~ our ~~Business~~independent ~~Combination~~directors, ~~pursuant~~employees and consultants to ~~the~~further ~~tender~~our ~~offer rules~~growth, ~~our~~development ~~amended~~ and ~~restated~~financial ~~memorandum~~success ~~and~~through ~~articles~~the ofownership ~~association provide that a public shareholder, together with any affiliate~~ of ~~such~~our ~~shareholder~~shares orby ~~any~~them. ~~other~~The ~~person~~Plan ~~with~~provides ~~whom~~that ~~such shareholder~~we ismay ~~acting~~grant inemployees, ~~concert~~consultants and/or asindependent adirectors ~~“group,”~~Founder ~~(as~~Shares ~~defined~~and ~~under~~may ~~Section 13~~require of the ~~Exchange~~grantees ~~Act),~~to pay ~~will~~a beprice ~~restricted~~for ~~from~~such ~~seeking~~shares. ~~redemption~~The ~~rights~~aggregate ~~with~~number ~~respect to Public Shares held in excess~~ of ~~15%~~shares ofavailable ~~the~~for ~~total~~grant ~~Public~~under ~~Shares issued as part of~~ the ~~Units~~Plan inis ~~our Public Offering (“Excess Shares”)~~150, ~~or 3,750,~~000 ~~Public~~Founder Shares. WeUnless ~~believe~~otherwise ~~this~~provided ~~restriction~~in ~~will~~an ~~discourage~~applicable ~~public~~award ~~shareholders from accumulating large blocks of shares~~agreement, ~~and~~all ~~subsequent~~Founder ~~attempts~~Shares byissued ~~such holders~~pursuant to ~~use~~the ~~their~~Plan ~~ability~~are tosubject ~~exercise their redemption rights against a proposed Business Combination as a means~~ to repurchase ~~force~~by us, orat our ~~Sponsor~~option, ~~or its affiliates to purchase their shares~~ at afair ~~significant~~market ~~premium~~value toon the ~~then-current~~termination ~~market~~of ~~price~~employment, directorship or ~~on other~~consultancy, ~~undesirable~~as ~~terms~~applicable. ~~Absent~~If ~~this~~such ~~provision,~~termination awas ~~public~~for ~~shareholder~~cause, ~~holding~~as ~~more~~such ~~than~~term anis ~~aggregate~~defined ofin ~~15%~~the ofPlan, the ~~Public~~holder ~~Shares~~resigns ~~could~~for ~~threaten~~any toreason ~~exercise~~or ~~its redemption rights if such~~ the holder’s ~~shares~~breaches ~~are~~restrictive ~~not~~covenants ~~purchased~~to bywhich usthe orholder ~~our~~is ~~management at~~subject, ~~a premium to~~ the ~~then-current~~repurchase ~~market~~ price orpaid onby ~~other~~us ~~undesirable~~will ~~terms.~~be Bythe ~~limiting~~lesser aof ~~shareholder’s~~the ~~ability~~cost toand ~~redeem~~fair nomarket ~~more~~value ~~than 15%~~ of ~~the~~such ~~Public~~shares. ~~Shares~~In addition, wethe ~~believe~~form weof ~~will limit~~ the ~~ability~~award ofagreement aused ~~small~~for ~~group~~the ofinitial ~~shareholders to~~awards ~~unreasonably~~described ~~attempt~~below toprovides ~~block~~that ~~our~~in ~~ability~~case toof ~~complete~~a ~~our~~termination ~~Business~~for ~~Combination~~cause, ~~particularly~~all inFounder ~~connection~~Shares ~~with~~granted ato ~~Business~~the ~~Combination~~grantee ~~with~~will abe ~~target~~forfeited. ~~that~~Under ~~requires~~the asPlan, aour ~~closing~~board ~~condition~~of ~~that~~directors we(or ~~have~~ a ~~minimum~~committee ~~net worth~~ or a ~~certain~~subcommittee ~~amount~~designated by the board of ~~cash.~~directors) shall ~~However,~~administer weand ~~have~~make ~~not~~all ~~restricted~~determinations ~~our~~with ~~public~~respect ~~shareholders’~~to ~~ability~~the toPlan. ~~vote~~The ~~all~~Plan ofprovides ~~their~~that the shares, ~~including~~issued ~~Excess~~thereunder ~~Shares,~~will ~~for~~be orsubject ~~against~~to ~~our~~certain ~~Business~~transfer ~~Combination~~restrictions.

~~Tendering~~In ~~Share~~August ~~Certificates~~2016, inthe ~~Connection~~Company purchased from the Sponsor 99,000 Founder Shares for $0.004 per share, and has issued the 99,000 Founder Shares for the same per share price to individuals assisting the Company with the evaluation of investment opportunities. On September 15, 2016, as a ~~Tender~~result ~~Offer~~of ora ~~Redemption~~pro ~~Rights~~rata share capitalization, such shares were increased from 99,000 to 107,600 Founder Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080. As of December 31, 2018, there were 51,000 additional Founder Shares available for grant under the Plan. No additional shares are expected to be issued under the Plan and the Founder Shares will be extinguished upon the liquidation of the Company.

WePerformance ~~may~~Graph require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve our Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our Business Combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares.

~~There~~We ishave aelected nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to ~~pass~~provide ~~this cost on to~~ the ~~redeeming~~information ~~holder.~~required ~~However,~~under this ~~fee~~item ~~would~~pursuant ~~be incurred regardless of whether or not we require holders seeking~~ to ~~exercise~~the ~~redemption~~rules ~~rights~~applicable to ~~tender~~smaller ~~their~~reporting ~~shares~~companies. ~~The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.~~

1214

~~The~~(b) ~~foregoing~~Recent isSales different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on a business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of ~~the~~Unregistered ~~business~~Securities; ~~combination~~Use ~~during which he or she could monitor the price~~ of ~~the~~Proceeds ~~company’s~~from ~~shares~~Registered ~~in the~~Offerings market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

~~Any~~Unregistered ~~request~~Sales to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our Business Combination.

IfOn April 11, 2016, our ~~Business~~Sponsor ~~Combination~~purchased is5,750,000 ~~not approved~~Class F orordinary ~~completed~~shares for ~~any~~an ~~reason~~aggregate purchase price of $25,000, ~~then~~or approximately $0.004 per share. In September 2016, our ~~public~~Sponsor ~~shareholders~~transferred ~~who~~30,000 ~~elected~~Class F ordinary shares to ~~exercise~~each of our three independent directors at their ~~redemption~~original ~~rights~~purchase ~~would~~price. ~~not~~On beSeptember 15, ~~entitled~~2016, our board of directors effected a capitalization of 500,000 Class F ordinary shares to ~~redeem~~the ~~their~~Initial Shareholders, resulting in an aggregate issuance of 6,250,000 Founder Shares of which 375,000 shares ~~for~~were subject to forfeiture by our Sponsor if the ~~applicable~~underwriters’ over-allotment option was not exercised in full by a specified date. The Founder Shares represent 20% of the total ordinary shares outstanding. Following the pro rata share capitalization and the closing of the ~~Trust~~Public ~~Account~~Offering, our Sponsor held 6,044,570 Founder Shares, each of our three independent directors held 32,610 Founder Shares and the individuals assisting us with the evaluation of investment opportunities, including our executive officers, who were granted Founder Shares under the Plan held 107,600 Founder Shares. InOn March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, the Company acquired 25,100 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued such ~~case~~25,100 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and thereafter held 6,037,070 Founders Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080. In connection with the Close Date, we ~~will~~completed ~~promptly~~the private sale of an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share for $11.50 ~~return~~per ~~any~~share, ~~certificates~~to ~~delivered~~our Sponsor, at a price of $1.00 per Private Placement Warrant, generating proceeds, before expenses, of $7,000,000. The Private Placement Warrants are substantially similar to the Warrants underlying the Units issued in the Public Offering, except that if held by ~~public~~our ~~holders~~Sponsor ~~who~~or ~~elected~~its permitted transferees, they (i) may be exercised for cash or on a cashless basis and (ii) are not subject to ~~redeem~~being ~~their~~called ~~shares~~for redemption. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants.

IfOn ~~our~~March 12, ~~initial~~2018, ~~proposed~~we ~~Business~~issued ~~Combination~~the ~~is not~~Sponsor ~~completed~~Convertible Note, pursuant to which we may ~~continue~~borrow up to ~~try~~$1,000,000 from our Sponsor from time to time. ~~complete~~The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the earlier of September 21, 2018 and the consummation of our initial Business Combination. ~~with~~Our Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a ~~different~~conversion ~~target~~price ~~until~~of 24$1.00 ~~months~~per ~~following~~warrant. The terms of such warrants will be identical to the ~~Close~~Private ~~Date~~Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on March 12, 2018.

~~Redemption~~On September 26, 2018, we issued the Sponsor Note pursuant to which we may borrow up to $1.5 million from Sponsor. The Sponsor Note bears interest at a rate of ~~Public~~2.51% ~~Shares~~per annum and ~~Liquidation~~all ifunpaid Noprincipal ~~Business~~under ~~Combination~~the Sponsor Note including accrued interest thereon will be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of customary events of default. Under the Sponsor Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the trust account established in connection with our initial public offering, including any right to seek recourse, reimbursement,

~~Our~~15 Initial Shareholders have agreed that we have only 24 months following the Close Date to complete our Business Combination. If we are unable to complete our Business Combination within such 24-month period, 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 (which interest shall be net of taxes payable, and less up to $50,000 of 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 reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants and Private Placement Warrants, which will expire worthless if we fail to complete our Business Combination within the 24 month time period.

OurTable Initialof Shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Business Combination within 24 months after the Close Date. However, if our Initial Shareholders own Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our Business Combination within the allotted 24-month time period. Contents

payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Note was approved by our board of directors and our audit committee on September 13, 2018. Executed on September 26, 2018, $500,000 was drawn under the Sponsor Note on October 5, 2018, $500,000 was also drawn under the Sponsor Note on November 12, 2018.

~~Table~~We and our Sponsor are currently evaluating the treatment of ~~Contents~~the Sponsor Convertible Note and Sponsor Note given our planned dissolution.

~~Our~~Concurrently ~~Initial~~with ~~Shareholders~~the ~~have~~execution ~~agreed,~~of ~~pursuant~~the toBusiness aCombination ~~written~~Agreement, ~~agreement~~we ~~with~~entered ~~us,~~into ~~that~~subscription ~~they~~agreements ~~will~~with ~~not propose~~certain ~~any~~investors ~~amendment~~ pursuant to ~~our~~which ~~amended~~such ~~and~~investors ~~restated~~collectively ~~memorandum~~subscribed ~~and~~for ~~articles~~5.5 million shares of ~~association~~our ~~that~~common ~~would~~stock ~~affect~~(after ~~the~~giving ~~substance~~effect orto ~~timing~~the ofDomestication) ~~our~~for ~~obligation~~an toaggregate ~~redeem~~purchase ~~100%~~price ofequal ~~our~~to ~~Public~~$55.0 million ~~Shares~~(the if“PIPE weInvestment”), $30.0 million doof ~~not~~which ~~complete~~was ~~our~~proposed ~~Business~~to ~~Combination~~be ~~within~~funded 24by ~~months after~~an ~~the~~affiliate ~~Close~~of ~~Date,~~the ~~unless~~Sponsor. weThe ~~provide~~PIPE ~~our~~Investment ~~public~~was ~~shareholders~~proposed ~~with the opportunity~~ to ~~redeem~~be ~~their~~consummated ~~Public~~substantially ~~Shares~~concurrently ~~upon~~with ~~approval~~the closing of ~~any~~the ~~such~~Panavision/SIM ~~amendment~~Business atCombination aand ~~per-share~~proceeds ~~price,~~therefrom were ~~payable~~proposed into ~~cash,~~be ~~equal~~used to ~~the aggregate~~fund ~~amount~~a ~~then~~portion onof ~~deposit in~~ the ~~Trust~~cash ~~Account,~~consideration ~~including~~required ~~interest~~to ~~(which~~effect ~~interest~~the ~~shall~~Panavision/SIM beBusiness ~~net~~Combination ofand ~~taxes~~up ~~payable),~~to ~~divided~~$25.0 million byof ~~the~~redemptions ~~number~~ of ~~then outstanding~~ Public Shares. ~~However,~~The wePIPE ~~may~~Investment ~~not~~was ~~redeem~~conditioned ~~our~~upon ~~Public~~the ~~Shares in an amount that would~~satisfaction ~~cause~~or ~~our~~waiver ~~net~~of ~~tangible~~conditions ~~assets~~precedent to bethe ~~less~~closing ~~than~~of ~~$5,000,001~~the ~~(so~~Panavision/SIM ~~that~~Business weCombination doand ~~not~~other ~~then~~customary ~~become~~conditions. ~~subject~~As toa ~~the~~result ~~SEC’s~~of ~~“penny~~the ~~stock”~~termination ~~rules).~~of ~~Prior~~the toBusiness ~~acquiring~~Combination ~~any~~Agreement, ~~securities~~effective ~~from~~as ~~our~~of ~~Initial~~February 28, ~~Shareholders~~2019, ~~permitted~~each ~~transferees~~of ~~must~~the subscription ~~enter~~agreements entered into a ~~written~~in ~~agreement~~connection with usthe ~~agreeing~~PIPE toInvestment bewas ~~bound~~automatically byterminated ~~the~~with ~~same~~no ~~restrictions~~further force or effect.

WeThe ~~expect~~sales ~~that~~of ~~all~~the ~~costs~~above ~~and~~securities ~~expenses~~by ~~associated~~the ~~with implementing~~Company ~~our~~were ~~plan~~deemed ~~of dissolution, as well as payments~~ to ~~any creditors, will~~ be ~~funded~~exempt from ~~amounts~~registration ~~remaining~~under ~~out of~~ the ~~proceeds~~Securities ~~held outside the Trust Account~~Act, ~~although~~in wereliance ~~cannot assure you that there will be sufficient funds for such purpose.~~on ~~However,~~Section 4(a)(2) ~~if those funds are not sufficient to cover the costs and expenses associated with implementing our plan~~ of ~~dissolution, to~~ the ~~extent~~Securities ~~that~~Act ~~there~~as istransactions ~~any~~by ~~interest~~an ~~accrued~~issuer ~~in the Trust Account~~ not ~~required~~involving toa ~~pay~~public ~~taxes, we may request the Trustee to release to us an additional amount of up to $50,000 of such accrued interest to pay those costs and expenses~~offering.

IfUse ~~we were to expend all~~ of ~~the~~Proceeds net proceeds of our Public Offering, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by public shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by public shareholders will not be substantially less than $10.00. See “Item 1A. Risk Factors – If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described below. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Although~~On weSeptember 15, ~~will~~2016, ~~seek~~our toregistration ~~have~~statements ~~all~~on ~~vendors, service providers~~ Form S-1 (~~other~~Registration ~~than~~Nos. 333-213259 ~~our independent auditors~~and 333-213652), were ~~prospective~~declared ~~target~~effective ~~businesses~~by ~~or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in~~ the ~~Trust~~SEC ~~Account~~ for the ~~benefit~~Public ofOffering ~~our~~pursuant public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to ~~fraudulent~~which ~~inducement,~~we ~~breach~~sold ofan ~~fiduciary~~aggregate ~~responsibility or other similar claims, as well as claims challenging the enforceability~~ of ~~the waiver~~25,000,000 inUnits ~~each~~at ~~case in order to gain~~ an offering ~~advantage~~price ~~with respect~~ to ~~a claim against our assets, including~~ the ~~funds~~public ~~held~~of ~~in the Trust Account~~$10.00 Ifper ~~any~~Unit ~~third~~for ~~party refuses to execute~~ an ~~agreement~~ ~~waiving~~aggregate ~~such~~offering ~~claims~~price toof ~~the monies held in the Trust Account~~$250,000,000, ~~our~~with ~~management~~each ~~will~~Unit ~~perform~~consisting ~~an analysis~~ of ~~the~~one ~~alternatives~~Class A ~~available~~ordinary toshare it and one-half Warrant. ~~will~~Each ~~only enter into an agreement with a third party that has not executed a waiver if management~~Warrant ~~believes~~entitles ~~that~~the ~~such~~holder ~~third~~thereof ~~party’s engagement would be significantly more beneficial~~ to uspurchase ~~than~~one ~~any~~Class A ~~alternative.~~ordinary ~~Examples~~share ofat ~~possible instances where we may engage~~ a ~~third~~price ~~party that refuses to execute a waiver include the engagement~~ of a$11.50 ~~third party~~per ~~consultant~~share. ~~whose~~Deutsche ~~particular~~Bank ~~expertise~~Securities or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiverInc., Inand ~~addition~~Goldman, ~~there~~Sachs & isCo. noacted ~~guarantee that such entities will agree to waive any claims they may have in the future~~ as aunderwriters ~~result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against~~ (the ~~Trust Account for any reason~~“Underwriters”). ~~Upon~~Our ~~redemption of our~~ Public ~~Shares,~~Offering ifdid not weterminate ~~are~~before ~~unable~~all toof ~~complete our Business Combination within~~ the ~~prescribed~~securities ~~time~~registered ~~frame, or upon the exercise of a redemption right~~ in ~~connection with~~ our ~~Business~~ ~~Combination,~~registration westatement ~~will be required to provide for payment of claims of creditors that~~ were ~~not~~sold. ~~waived~~The ~~that~~Public ~~may~~Offering bewas ~~brought~~consummated ~~against~~on usSeptember 21, ~~within the 10 years following redemption~~2016. ~~In order to protect the amounts~~

14Net proceeds of $250,000,000 from the Public Offering together with $5,631,737 accrued interest, less $39,151,329 used to redeem 3,842,224 shares of Class A stock on September 21, 2018 were held in the Trust Account at December 31, 2018. The sale of the Private Placement Warrants, including deferred underwriting discounts of $8,750,000 were held outside of the Trust Account. We paid $5,000,000 in underwriting discounts and incurred offering costs of $802,818 related to the Public Offering. In addition, the Underwriters agreed to defer $8,750,000 in underwriting discounts, which amount would have been payable only upon the consummation of a Business Combination. We also repaid $250,000 in non-interest bearing loans made to us by our Sponsor to cover expenses related to the Public Offering. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates though certain officers were issued Founder Shares pursuant to the Plan. It is anticipated that the proceeds from the Public Offering will be used primarily to redeem our Class A ordinary shares.

~~Table~~(c) Issuer Purchases of ~~Contents~~Equity Securities

~~held~~No inpurchases ~~the~~of ~~Trust Account,~~ our ~~Sponsor~~equity ~~has~~securities ~~agreed~~have ~~that~~been itmade ~~will be liable to us if and to the extent any claims~~ by ~~a vendor for services rendered or products sold to~~ us, or aaffiliated ~~prospective~~purchasers ~~target business~~within ~~with which we have discussed entering into a transaction agreement, reduce~~ the ~~amount~~fourth ofquarter ~~funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as~~ of ~~the~~ date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that our Sponsor would be able to satisfy those obligations. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the ~~event~~fiscal ~~that~~year ~~the~~ended ~~proceeds in the Trust Account are reduced below (i)~~December ~~$10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account~~31, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations2018. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share. See “Item 1A. Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors described below.

We16 will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. At December 31, 2017, we had access to up to $201,002 from the proceeds of the Public Offering and the sale of the Private Placement Warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $50,000).

IfTable we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. See “Item 1A. Risk Factors —If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary Contents

15Item 6. Selected Financial Data.

~~Table~~We ofhave ~~Contents~~elected not to provide the information required under this item pursuant to the rules applicable to smaller reporting companies.

~~duties~~Item to7. ~~our~~Management’s ~~creditors,~~Discussion ~~thereby~~and ~~exposing~~Analysis ~~the members~~ of ~~our~~Financial ~~board~~Condition ~~of directors~~ and usResults ~~to claims~~ of ~~punitive damages~~Operations.”

~~Our~~The ~~public~~following ~~shareholders~~discussion ~~will~~and beanalysis ~~entitled~~of ~~to receive funds from~~ the ~~Trust~~Company’s ~~Account~~financial ~~only~~condition inand ~~the~~results ~~event~~ of ~~the~~operations ~~redemption~~should ~~of our Public Shares if~~be weread doin ~~not~~conjunction ~~complete~~with ~~our~~the ~~Business~~audited ~~Combination~~consolidated ~~within~~financial 24statements ~~months~~and ~~following~~ the ~~Close~~notes ~~Date~~related orthereto ifwhich ~~they~~are ~~redeem~~included ~~their~~in ~~respective~~“Item ~~shares for cash upon the completion of the Business Combination~~8. InConsolidated noFinancial ~~other~~Statements ~~circumstances~~and ~~will~~Supplementary aData” ~~shareholder~~of ~~have~~this ~~any~~Annual ~~right~~Report ~~or interest~~on ofForm 10-K. Certain ~~any~~information ~~kind~~contained ~~to or~~ in the ~~Trust~~discussion ~~Account.~~and Inanalysis ~~the~~set ~~event~~forth webelow ~~seek~~includes ~~shareholder~~forward-looking ~~approval~~statements. inOur ~~connection~~actual ~~with~~results ~~our~~may ~~Business~~differ ~~Combination,~~materially afrom ~~shareholder’s~~those ~~voting~~anticipated in ~~connection~~these forward-looking ~~with~~statements ~~the~~as ~~Business~~a ~~Combination alone will not~~ result inof ~~a shareholder’s~~many ~~redeeming~~factors, ~~its~~including ~~shares~~those toset usforth ~~for~~under an“Special ~~applicable~~Note ~~pro~~Regarding ~~rata~~Forward-Looking ~~share~~Statements,” ~~of the Trust Account~~“Item 1A. ~~Such~~Risk ~~shareholder~~Factors” ~~must~~and ~~have~~elsewhere ~~also~~in ~~exercised~~this ~~its~~Annual ~~redemption~~Report ~~rights~~on ~~described above~~Form 10-K.

~~Amended~~Overview ~~and Restated Memorandum and Articles of Association~~

~~Our~~We ~~amended~~are ~~and~~a ~~restated~~blank ~~memorandum~~check ~~and~~company ~~articles~~incorporated ofas ~~association~~a ~~contain~~Cayman ~~certain~~Islands ~~requirements~~exempted ~~and~~company ~~restrictions~~on ~~that~~March 15, ~~apply~~2016 toand usformed ~~until~~for the ~~consummation~~ purpose of ~~our~~effecting ~~Business~~a merger, ~~Combination.~~share Ifexchange, weasset ~~seek~~acquisition, toshare ~~amend~~purchase, ~~any~~reorganization ~~provisions~~or ofsimilar ~~our~~business ~~amended~~combination ~~and~~with ~~restated~~one ~~memorandum and articles of association relating to shareholders’ rights~~ or ~~pre-Business~~more ~~Combination activity,~~businesses. weWe ~~will~~have ~~provide~~reviewed ~~public~~a ~~shareholders~~number ~~with~~of ~~the~~opportunities ~~opportunity~~ to ~~redeem~~enter ~~their~~into ~~Public~~a ~~Shares~~Business inCombination ~~connection~~ with ~~any~~an ~~such~~operating ~~vote.~~business, ~~Our~~but ~~Initial~~we do ~~Shareholders~~not ~~have~~intend ~~agreed~~ to ~~waive~~complete ~~any~~a ~~redemption~~Business ~~rights~~Combination, ~~with respect to their Founder Shares~~ and ~~any Public~~instead, ~~Shares~~we ~~held~~intend into ~~connection~~redeem ~~with the completion of~~ our ~~Business~~Class A ~~Combination.~~ordinary ~~Specifically,~~shares ~~our amended~~ and ~~restated~~the ~~memorandum~~Company ~~and~~will ~~articles~~be ofliquidated ~~association~~and ~~provide,~~dissolved. ~~among other things, that:~~

•At ~~prior~~December 31, ~~to the consummation of our Business Combination~~2018, we ~~shall~~held ~~either~~cash ~~(1) seek shareholder approval~~ of ~~our Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares~~$46, ~~regardless of whether they vote for or against the proposed Business Combination~~229, ~~into~~current ~~their~~liabilities ~~pro rata share~~ of ~~the aggregate amount then on deposit in the Trust Account~~$7, ~~including interest (which interest shall be net of taxes payable)~~605,666 ~~or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (~~and ~~thereby~~deferred ~~avoid~~underwriting ~~the~~compensation ~~need for a shareholder vote) for an amount equal to their pro rata share~~ of ~~the aggregate amount then on deposit in the Trust Account~~$8, ~~including interest (which interest shall be net of taxes payable)~~750, ~~in each case subject to the limitations described herein;~~000.

•Results ~~we will consummate our Business Combination only if we have net tangible assets~~ of atOperations ~~least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination;~~

•For ifthe ~~our~~years ended December 31, 2018 and 2017, we had net (loss)/income attributed to ordinary shares of ($3,803,187) and $914,982, respectively. Our business activities consisted solely of identifying and evaluating prospective acquisition targets for a Business Combination isand ~~not~~interest ~~consummated~~income ~~within~~of 24$3,909,940 ~~months~~for ~~after~~ the ~~Close~~year ~~Date~~ended December 31, ~~then~~2018 ~~our~~and ~~existence~~$1,625,844 ~~will~~for ~~terminate~~the ~~and~~year weended ~~will~~December 31, ~~distribute~~2017 ~~all~~earned on the amounts held in the Trust Account;. ~~and~~

•Liquidity ~~prior~~and toCapital ~~our~~Resources ~~Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination.~~

~~These~~On April 11, ~~provisions~~2016, ~~cannot~~our beSponsor ~~amended~~purchased ~~without~~5,750,000 ~~the~~Class F ~~approval~~ordinary ofshares ~~holders~~for an aggregate purchase price of at$25,000, ~~least~~or ~~two~~approximately ~~thirds~~$0.004 ofper share. In September 2016, our Sponsor transferred 30,000 Class F ordinary shares ~~who~~to ~~attend~~each ~~and~~of ~~vote~~our three independent directors at atheir ~~general~~original ~~meeting~~purchase ofprice. Immediately prior to the ~~Company.~~pricing Inof the ~~event~~Public Offering, on September 15, 2016, we ~~seek~~effected ~~shareholder~~a ~~approval~~capitalization inof ~~connection~~500,000 ~~with~~Class F ~~our~~ordinary ~~Business~~shares ~~Combination~~to the Initial Shareholders, ~~our~~resulting ~~amended~~in ~~and~~an ~~restated~~aggregate ~~memorandum~~issuance ~~and~~of ~~articles~~6,250,000 Founder Shares of ~~association~~which ~~will~~up ~~provide~~to ~~that~~375,000 weshares ~~may~~were ~~consummate~~subject ~~our~~to ~~Business Combination~~forfeiture ~~only~~by our Sponsor if ~~approved~~the Underwriters’ over-allotment option was not exercised in full by a ~~majority~~specified date. The Founder Shares represent 20% of the total ordinary shares ~~voted~~outstanding. byFollowing the capitalization, our ~~shareholders~~Sponsor atheld a6,044,570 ~~duly~~Founder Shares and each of our three independent directors held ~~shareholders~~32,610 ~~meeting~~Founder Shares and the other individuals, including our executive officers, who were originally issued 99,000 Founder Shares under the Plan held 107,600 Founder Shares after we effected the pro rata share capitalization. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, we acquired 25,110 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, we re-issued such 25,110 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and our Sponsor thereafter held 6,037,070 Founders Shares. On June 26, 2017, the Company

~~Competition~~17

InTable identifying,of evaluating and selecting a target business for our Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses Contents

16 entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080.

~~Table~~On September 21, 2016, we consummated the Public Offering of ~~Contents~~25,000,000 Units (which included the purchase of 1,500,000 Units subject to the Underwriters’ 1,500,000 Unit over-allotment option) at a price of $10.00 per Unit generating gross proceeds of $250,000,000 before underwriting discounts and expenses. Prior to the Close Date, we completed the private sale of an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share for $11.50 per share, to our Sponsor, at a price of $1.00 per Private Placement Warrant.

~~seeking~~We ~~strategic~~received ~~acquisitions.~~gross ~~Many~~proceeds offrom ~~these~~the ~~entities~~Public ~~are~~Offering ~~well established~~ and ~~have~~the ~~extensive~~sale ~~experience~~of ~~identifying~~the ~~and~~Private ~~effecting~~Placement ~~business~~Warrants ~~combinations~~of $250,000,000 ~~directly~~and or$7,000,000, ~~through affiliates. Moreover~~respectively, ~~many~~ offor ~~these~~an ~~competitors~~aggregate ~~possess~~of ~~greater financial~~$257,000,000. ~~technical~~$250,000,000 ~~human~~of ~~and~~the ~~other~~gross ~~resources~~proceeds ~~than~~were ~~us.~~deposited ~~Our~~in ~~ability~~the toTrust ~~acquire~~Account. ~~larger~~At ~~target~~the ~~businesses~~Close ~~will~~Date, bethe ~~limited~~remaining by$7,000,000 ~~our~~was ~~available~~held ~~financial~~outside ~~resources.~~of ~~This~~the ~~inherent~~Trust ~~limitation~~Account, ~~gives~~of ~~others an~~which ~~advantage~~$5,000,000 inwas ~~pursuing~~used ~~the~~to ~~acquisition~~pay ofunderwriting adiscounts ~~target~~and ~~business. Furthermore~~$250,000 ~~our~~was ~~obligation~~used to ~~pay~~repay ~~cash~~notes inpayable ~~connection~~to ~~with~~ our ~~public~~Sponsor, ~~shareholders~~with ~~who~~the ~~exercise~~balance ~~their~~reserved ~~redemption~~to ~~rights~~pay ~~may~~accrued ~~reduce~~offering ~~the~~and ~~resources~~formation ~~available~~costs, tobusiness, uslegal ~~for~~and ~~our~~accounting ~~Business~~due ~~Combination and~~diligence ~~our~~on ~~outstanding~~prospective acquisitions ~~Warrants~~ and ~~Private~~continuing ~~Placement~~general ~~Warrants,~~ and ~~the~~administrative ~~future~~expenses. ~~dilution~~In ~~they~~the ~~potentially represent~~future, ~~may~~a ~~not~~portion beof ~~viewed~~interest ~~favorably~~income byon ~~certain~~the ~~target~~funds ~~businesses.~~held ~~Either~~in ofthe ~~these~~Trust ~~factors~~Account may ~~place~~be usreleased atto aus ~~competitive~~to ~~disadvantage~~pay ~~in successfully~~tax ~~negotiating a Business Combination~~obligations.

~~Conflicts~~At December 31, 2018, funds held in the Trust Account consisted solely of ~~Interest~~cash and investments. On September 21, 2016 we invested the funds held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term nature of the money market fund’s investments, we do not believe that we are subject to material interest rate risk.

~~Certain~~At December 31, of2018, ~~our~~we ~~directors,~~had ~~officers~~cash ~~and/or~~held ~~affiliates~~outside of ~~our Sponsor manage several investment vehicles. These entities may compete with us for acquisition opportunities in~~ the ~~same~~Trust ~~industries~~Account ~~and~~of ~~sectors~~$46,229, aswhich weis ~~may~~available ~~target~~to ~~for~~fund our ~~Business~~working ~~Combination.~~capital ~~If these entities decide to pursue any such opportunity, we may be precluded from procuring such opportunities~~requirements.

InAt ~~addition~~December 31, ~~investment~~2018, ~~ideas~~we ~~generated~~had ~~within~~current ~~our~~liabilities ~~Sponsor~~of ~~and~~$7,605,666, ~~other~~largely ~~persons~~due ~~who~~to ~~may~~amounts ~~make~~owed ~~decisions~~to ~~for~~professionals, ~~the Company~~consultants, ~~may~~advisors ~~be suitable for both~~and usothers ~~and~~who ~~for~~performed ~~current~~services orrelated ~~future~~to ~~entities managed by~~ our ~~directors,~~Public ~~officers~~Offering ~~or affiliates of our Sponsor~~ and ~~may~~the besale ~~directed~~of tothe ~~such~~Private ~~investment~~Placement ~~vehicle~~Warrants ~~rather than to us. As employees of Saban Capital~~ or ~~its~~are ~~affiliates,~~working ~~certain~~on ~~members~~identifying ~~of the management team are~~ and inevaluating ~~the~~a ~~future~~Business ~~will~~Combination. beThe ~~involved~~identification inand ~~the~~evaluation ~~formation~~ of ~~and~~a ~~offerings~~potential byBusiness ~~these~~Combination continued ~~companies~~after ~~as well as the identification~~December 31, ~~acquisition~~2018 and ~~management~~additional ofexpenses ~~investments~~were byincurred ~~such~~and ~~companies.~~will ~~The~~be ~~letter~~incurred ~~agreements~~in ~~entered~~connection ~~into~~ with our ~~officers~~ ~~will~~liquidation. ~~not~~Such ~~restrict~~expenses ~~them~~may ~~from~~be ~~undertaking any such activities~~significant. AsOn aMarch 12, ~~result~~2018, ~~conflicts~~we ofissued ~~interest~~an ~~may~~unsecured ~~arise~~convertible ~~between~~promissory ~~our~~note ~~officers’ fiduciary and contractual obligations~~ to ~~these companies and~~ our Sponsor, ~~officers’~~pursuant ~~obligations~~ to ~~us.~~which ~~Our management~~we ~~team,~~may inborrow ~~their~~up ~~capacities~~to ~~as directors~~$1,000,000 ~~officers~~from ~~or employees of~~ our Sponsor orfrom ~~its~~time ~~affiliates~~to intime, ~~their~~and ~~other~~on ~~endeavors~~September 26, ~~may choose to present potential business combinations to the related entities described above~~2018, ~~current~~we orissued ~~future investment~~an ~~vehicles~~unsecured ofpromissory ~~our Sponsor or its affiliates~~note, orpursuant ~~third~~to ~~parties,~~which ~~before~~we ~~they~~may ~~present~~borrow ~~such~~up ~~opportunities~~ to ~~us,~~$1.5 million ~~subject~~from toSponsor ~~applicable~~from ~~fiduciary~~time ~~duties~~to time. See “~~Item 1A.~~Related ~~Risk~~Party ~~Factors—Certain~~Transactions” ofbelow. ~~our~~Our ~~officers and directors are now~~Sponsor, ~~and~~ ~~all~~affiliates of ~~them~~our ~~may in the future become~~Sponsor, ~~affiliated~~executive ~~with~~officers ~~entities~~and ~~engaged~~directors inare ~~business~~not ~~activities~~obligated ~~similar~~ to ~~those~~make ~~intended~~additional loans to ~~be conducted by~~ us, and, ~~accordingly,~~we may ~~have~~not ~~conflicts~~be ofable ~~interest in determining~~ to ~~which~~raise ~~entity~~additional afunds ~~particular~~from ~~business~~unaffiliated ~~opportunity should be presented~~parties.”

~~Each~~We ofhad ~~our~~until ~~officers~~the ~~and~~Extension ~~directors~~Date ~~presently~~to ~~has~~complete ~~and~~a ~~any~~Business ofCombination. ~~them~~As inwe ~~the~~were ~~future~~unable ~~may~~to ~~have additional,~~complete ~~fiduciary~~a orBusiness ~~contractual~~Combination ~~obligations~~on or prior to ~~one~~the orExtension ~~more~~Date, ~~other~~we ~~entities~~(i) ceased ~~pursuant~~all tooperations ~~which~~except ~~such~~for ~~officer~~the orpurpose ~~director~~of iswinding orup ~~will~~on beMarch 31, ~~required~~2019, (ii) intend to ~~present~~redeem the Public Shares, at a per-share price, ~~business~~payable in ~~combination~~cash, ~~opportunity~~equal to ~~such~~the ~~entity.~~aggregate ~~Accordingly,~~amount ifthen ~~any~~on ofdeposit ~~our~~in ~~officers~~the ~~or directors~~Trust ~~becomes~~Account, ~~aware~~including ofinterest a(which ~~business~~interest ~~combination~~shall ~~opportunity~~be ~~which~~net isof ~~suitable~~taxes ~~for~~payable, anand ~~entity~~less $50,000 of interest to ~~which~~pay hedissolution orexpenses), ~~she~~divided ~~has~~by ~~then-current~~the ~~fiduciary~~number orof ~~contractual~~then ~~obligations,~~issued heand outstanding orPublic ~~she~~Shares, ~~will~~on ~~honor~~April 1, ~~these~~2019, ~~obligations~~and (iii) intend to, ~~present~~as ~~such~~promptly ~~business~~as ~~combination opportunity~~reasonably topossible following such ~~entity~~redemption, subject to ~~his~~the orapproval ~~her~~of ~~fiduciary~~our ~~duties~~remaining toshareholders usand ~~under~~the ~~Cayman~~board ~~Islands~~of ~~law.~~directors, Wedissolve doand ~~not believe~~liquidate, subject ~~however,~~in ~~that~~each case to the ~~fiduciary~~Company’s ~~duties~~obligations orunder ~~contractual~~Cayman ~~obligations~~Islands oflaw ~~our~~to ~~officers~~provide orfor ~~directors~~claims ~~will~~of ~~materially~~creditors ~~affect~~and ~~our~~the ~~ability~~requirements ~~to complete~~of ~~our~~other ~~Business~~applicable ~~Combination~~law. There will be no redemption rights or liquidating

~~Indemnity~~18

Our SponsorTable has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an Contents

17 distributions with respect to our Warrants and Private Placement Warrants, which will expire worthless upon our liquidation.

~~Table~~Our annual income tax obligations will depend on the amount of ~~Contents~~interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes.

~~executed~~We ~~waiver~~are iscurrently ~~deemed~~discussing ~~to be unenforceable against a third party, our Sponsor will not be responsible to~~ the payment ~~extent~~ of ~~any~~outstanding ~~liability~~expenses ~~for~~and ~~such~~costs third party claims. We have not asked our Sponsor to reserve for its indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. We believe the likelihood of ~~our Sponsor having to indemnify~~ the ~~Trust~~Company ~~Account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements~~ with usthird ~~waiving~~party ~~any right, title, interest or claim of any kind in or to monies held in the Trust Account~~vendors.

~~Employees~~Off-Balance Sheet Financing Arrangements

We ~~currently~~ have ~~nine officers.~~no ~~Members~~obligations, ofassets ~~our~~or ~~management~~liabilities ~~team~~which ~~are~~would ~~not~~be ~~obligated~~considered off-balance sheet arrangements. toWe ~~devote~~do ~~any~~not ~~specific~~participate ~~number~~in oftransactions ~~hours~~that tocreate ~~our~~relationships ~~matters~~with ~~but~~unconsolidated ~~they~~entities ~~intend~~or tofinancial ~~devote~~partnerships, asoften ~~much~~referred ofto ~~their time~~ as ~~they~~variable ~~deem~~interest ~~necessary~~entities, towhich ~~our~~would ~~affairs until we~~ have ~~completed our Business Combination. The amount of time that Mr. Chesnoff or any other members of our management will devote in any time period will vary based on whether a target business has~~ been ~~selected~~established for ~~our Business Combination and~~ the ~~current~~purpose ~~stage~~ of ~~the~~facilitating off-balance sheet ~~Business Combination process~~arrangements.

~~Periodic~~We ~~Reporting~~have ~~and~~not ~~Financial~~entered ~~Information~~into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

~~Our~~Contractual ~~Units,~~Obligations Class A ordinary shares and Warrants are registered under the Exchange Act and as a result we have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors. The public may read and copy any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at: http://www.sec.gov.

We ~~previously~~do ~~filed~~not ahave ~~Registration Statement~~any ~~on Form 8~~long-Aterm ~~with~~debt, ~~the~~capital ~~SEC~~lease toobligations, ~~voluntarily~~operating ~~register~~lease ~~our~~obligations ~~securities~~or ~~under~~long-term ~~Section 12~~liabilities ofother ~~the~~than ~~Exchange~~an ~~Act.~~administrative agreement Asto apay ~~result,~~monthly werecurring ~~will~~expenses beof ~~subject~~$10,000 tofor ~~the~~office ~~rules~~space, utilities and ~~regulations~~secretarial ~~promulgated~~and ~~under~~administrative ~~the~~services ~~Exchange Act.~~to Wean ~~have~~affiliate ~~no current intention~~ of ~~filing a Form 15 to suspend~~ our ~~reporting~~Sponsor orand ~~other obligations under~~ the ~~Exchange~~deferred ~~Act~~underwriting ~~prior~~compensation oras ~~subsequent~~further todescribed ~~the consummation of our Business Combination~~above. InThe ~~accordance~~agreement terminates ~~with~~upon the ~~requirements~~liquidation of the ~~Exchange~~Company ~~Act, this~~and ~~Annual~~the ~~Report~~deferred onunderwriting ~~Form~~compensation ~~10-K~~is ~~contains~~not ~~financial~~payable ~~statements~~if ~~audited~~a ~~and~~Business ~~reported~~Combination onis bynot ~~our independent registered public accountants~~consummated.

WeRelated ~~expect~~Party toTransactions provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“U.S. GAAP”), or International Financing Reporting Standards, as promulgated by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our Business Combination within the prescribed time frame. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

~~Section 404~~Between ofInception ~~the Sarbanes-Oxley Act requires that we evaluate~~ and ~~report~~the onClose Date, our ~~system~~Sponsor ofloaned ~~internal~~the ~~controls~~Company ~~beginning~~$250,000 ~~with~~in ~~this~~unsecured ~~Annual~~promissory ~~Report on Form 10-K~~notes. ~~Only~~The infunds ~~the~~were ~~event~~used ~~we are deemed~~ to bepay up-front expenses aassociated ~~large~~with ~~accelerated filer or an accelerated filer that no longer qualifies as an emerging growth company will we be required to have~~ our ~~internal~~Public ~~control procedures audited~~Offering. AThese ~~target~~notes ~~business~~were non-interest bearing ~~may~~and ~~not~~were berepaid in ~~compliance~~full ~~with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such target business~~ to ~~achieve~~our ~~compliance~~Sponsor ~~with~~at the ~~Sarbanes-Oxley~~Close ~~Act may increase the time and costs necessary to complete any such acquisition~~Date.

18Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

~~Table~~Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of ~~Contents~~expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf, although no such reimbursements will be made from the funds held in the Trust Account.

WeOn ~~are an “emerging growth company~~March 12,” ~~as defined in Section 2(a) of the Securities Act~~2018, aswe ~~modified~~issued by the ~~JOBS~~Sponsor ~~Act.~~Convertible ~~As such~~Note, wepursuant ~~are eligible~~ to ~~take~~which ~~advantage~~we ofmay ~~certain~~borrow ~~exemptions~~up to $1,000,000 from ~~various~~our ~~reporting~~Sponsor ~~requirements~~from ~~that~~time ~~are applicable~~ to ~~other~~time. ~~public~~The ~~companies~~Sponsor ~~that~~Convertible ~~are~~Note ~~not~~bears ~~“emerging~~interest ~~growth~~at ~~companies”~~a ~~including,~~rate ~~but not~~of ~~limited~~1.96% ~~to,~~per ~~not~~annum ~~being~~and ~~required~~all tounpaid ~~comply~~principal ~~with~~under the ~~auditor~~Sponsor ~~attestation~~Convertible ~~requirements~~Note ofincluding ~~Section 404~~accrued ofinterest ~~the~~thereon ~~Sarbanes-Oxley~~will ~~Act,~~be ~~reduced~~due ~~disclosure~~and ~~obligations~~payable ~~regarding executive compensation~~ in ~~our~~full ~~periodic~~on the ~~reports~~earliest ~~and~~of ~~proxy~~(i) March 31, ~~statements~~2019, ~~and exemptions~~(ii) ~~from~~ the ~~requirements~~effective date of ~~holding~~an ainitial ~~non-binding~~business ~~advisory~~combination, ~~vote~~and on(iii) the ~~executive~~termination, ~~compensation~~for ~~and~~any ~~shareholder~~reason, ~~approval~~ of ~~any~~the ~~golden~~Business ~~parachute~~Combination ~~payments~~Agreement ~~not~~(such ~~previously~~earliest ~~approved.~~date, Ifthe ~~some~~“Maturity ~~investors~~Date”). ~~find our~~Our ~~securities~~Sponsor ~~less~~will ~~attractive~~have asthe aoption ~~result,~~to ~~there~~convert ~~may~~any beamounts aoutstanding ~~less~~under ~~active~~the ~~trading~~Sponsor ~~market~~Convertible ~~for~~Note, ~~our~~up ~~securities~~to ~~and~~$1,000,000 in the ~~prices~~aggregate, ofinto ~~our~~warrants ~~securities~~to ~~may~~purchase beClass A ~~more~~ordinary ~~volatile.~~shares

In19 addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

WeTable will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Close Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act. Contents

~~Item~~ at 1Aa conversion price of $1.00 ~~Risk~~per ~~Factors~~warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on March 12, 2018.

AnOn ~~investment~~September 26, in2018, ~~our~~we ~~securities~~issued ~~involves~~an aunsecured ~~high~~promissory note ~~degree~~(as ofamended, ~~risk~~the “Sponsor Note”) pursuant to which we may borrow up to $1.5 million ~~You~~from ~~should~~Sponsor. ~~consider~~The ~~carefully~~Sponsor ~~all~~Note bears interest at a rate of 2.51% per annum and all unpaid principal under the ~~risks~~Sponsor ~~described~~Note ~~below,~~including ~~together~~accrued ~~with~~interest ~~the~~thereon ~~other~~will ~~information~~be ~~contained~~due inand ~~this~~payable ~~Annual~~in ~~Report~~full on ~~Form~~the ~~10-K~~Maturity Date, ~~before~~unless ~~making~~accelerated aupon ~~decision~~the tooccurrence ~~invest~~of incustomary ~~our~~events ~~securities~~of default. IfUnder ~~any~~the ofSponsor ~~the~~Note, ~~following~~Sponsor ~~events~~has ~~occur,~~waived ~~our~~any ~~business~~and all right, ~~financial~~title, ~~condition~~interest ~~and~~or ~~operating~~claim ~~results~~of ~~may~~any bekind ~~materially~~in ~~adversely~~or to ~~affected.~~any Indistribution ~~that~~of ~~event,~~or from the ~~trading~~trust ~~price~~account ofestablished in connection with our ~~securities~~initial ~~could~~public ~~decline~~offering, ~~and~~including ~~you~~any ~~could~~right ~~lose~~to ~~all~~seek recourse, reimbursement, payment or ~~part~~satisfaction for any claim against the trust account. The issuance of ~~your~~the Sponsor ~~investment~~Note was approved by our board of directors and our audit committee on September 13, 2018.

We ~~are a recently incorporated company with no operating history~~ and noour ~~revenues~~Sponsor ~~other~~are ~~than~~currently evaluating ~~interest earned on~~ the ~~funds~~treatment ~~deposited~~of in the ~~trust~~Sponsor ~~account,~~Convertible Note and ~~you~~Sponsor ~~have~~Note nogiven ~~basis on which to evaluate~~ our ~~ability~~planned ~~to achieve our business objective~~dissolution.

WeCritical ~~are~~Accounting aPolicies recently incorporated company established under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our Business Combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination and may be unable to complete our Business Combination. If we fail to complete our Business Combination, we will never generate any operating revenues.

~~Despite~~The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires our management’s ~~experience~~to inmake estimates and assumptions that affect the ~~traditional~~reported ~~and~~amounts ~~digital~~of ~~media,~~assets ~~entertainment~~and liabilities, ~~communications~~disclosure of contingent assets and ~~consumer~~liabilities ~~brands,~~at ~~there~~the ~~are~~date ~~no assurances~~of ~~that~~the weconsolidated ~~will~~financial bestatements, ~~successful~~and inincome ~~completing~~and ~~our~~expenses ~~Business~~during ~~Combination~~the ~~with~~periods areported. ~~target~~Actual results ~~business~~could inmaterially ~~any~~differ offrom ~~these~~those ~~industries~~estimates. We have identified the following as our critical accounting policies:

~~Despite~~Redeemable ~~the~~Ordinary ~~acquisition~~Shares experience of our management team, none of our officers and directors has had direct experience with special purpose acquisition companies. Accordingly, any past performance or acquisition experience of Saban Capital or our management team is not a guarantee either: (i) that we will be able to locate a suitable candidate for our Business Combination; or (ii) of any results with respect to any Business Combination we may consummate. You should not rely on the historical record of Saban Capital’s or our management team’s performance as indicative of our future performance.

The 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature under which holders of the Class A ordinary shares may redeem all or a portion of their Public Shares upon completion of our Business Combination 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 Business Combination including interest (which interest shall be net of taxes payable). In accordance with ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), redemption provisions not solely within an entity’s control require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of an entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to fall below $5,000,001. Accordingly, at December 31, 2018, 19,517,097 of our 25,000,000 Class A ordinary shares were classified outside of permanent equity.

~~Table~~Net ofIncome/(Loss) ~~Contents~~per Ordinary Share

~~Our~~Net ~~public~~Income/(loss) ~~shareholders~~per ~~may~~ordinary ~~not~~share beis ~~afforded~~computed anby ~~opportunity~~dividing net income/(loss) attributable to ~~vote~~ordinary onshares ~~our~~by ~~proposed~~the ~~Business~~weighted ~~Combination,~~average number ~~which~~of ~~means~~ordinary shares outstanding during the period, plus to the extent dilutive the incremental number of ordinary shares to settle warrants, as calculated using the treasury stock method. At December 31, 2018, we ~~may~~had ~~complete~~outstanding ~~our~~warrants ~~Business~~for ~~Combination~~the purchase ~~even~~of ~~though~~up ato ~~majority~~19,500,000 Class A ordinary shares. For the periods presented, the weighted average of ~~our~~these ~~public~~shares ~~shareholders~~was doexcluded ~~not~~from ~~support~~the ~~such~~calculation of diluted net income/(loss) per ordinary share because its inclusion would have been anti-dilutive. As a ~~combination~~result, diluted net income/(loss) per ordinary share is equal to basic net income/(loss) per ordinary share.

We may not hold a shareholder vote to approve our Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange listing requirement or if we decide to hold a shareholder vote for business or other legal reasons. For instance, the NASDAQ rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such a Business Combination. However, except for as required by law, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our 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 us to seek shareholder approval. Accordingly, we may consummate our Business Combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the Business Combination we consummate. Please refer to “Item 1. Business—Shareholders May Not Have the Ability to Approve Our Business Combination” for additional information.

IfTable we seek shareholder approval of our Business Combination, our Initial Shareholders, officers and directors have agreed to vote in favor of such Business Combination, regardless of how our public shareholders vote. Contents

~~Unlike~~The ~~many~~Company ~~other~~has ~~blank~~two ~~check~~classes ~~companies~~of inordinary shares, which ~~the~~ ~~sponsor~~are ~~agrees~~referred to ~~vote~~as ~~its~~Class A ordinary ~~founder~~ shares inand ~~accordance~~Class F ~~with~~ordinary ~~the~~shares. ~~majority~~The ofCompany’s public shareholders have the ~~votes~~opportunity ~~cast~~to byredeem ~~the~~their ~~public~~shares ~~shareholders~~upon inthe ~~connection~~completion ~~with~~of athe Business Combination, ~~our~~at ~~Initial~~a ~~Shareholders~~per ~~have~~share ~~agreed~~price that is equal to ~~vote~~the ~~their~~aggregate ~~Founder~~amount ~~Shares~~then on deposit in the Trust Account including interest, asdivided ~~well~~by asthe ~~any~~ number of then outstanding Public Shares, ~~owned~~subject to certain limitations. Accordingly, inthe ~~favor~~Company ofuses ~~our~~the two-class method ~~Business~~to ~~Combination~~compute the earnings per ordinary share. AsThe two-class method ais ~~result,~~an inearnings ~~addition~~allocation toformula ~~our~~that ~~Initial~~determines ~~Shareholders’~~earnings ~~Founder~~per ~~Shares,~~share weseparately ~~would~~for ~~need~~each ~~9,375,001,~~class orof ~~approximately~~ordinary ~~37.5%,~~shares based on an allocation of undistributed earnings per the 25rights of each class. At December 31,~~000~~ 2018,~~000~~ ~~issued~~the ~~and~~Company had outstanding ~~Public~~warrants ~~Shares~~for tothe bepurchase ~~voted in favor~~ of aup ~~transaction~~to ~~(assuming~~19,500,000 ~~all~~Class A ~~outstanding~~ordinary shares. ~~are~~For ~~voted~~all inperiods ~~order~~presented, tothe ~~have~~weighted ~~such~~average ~~Business~~of ~~Combination~~these ~~approved.~~shares was ~~Our~~excluded ~~Initial~~from ~~Shareholders~~the ~~currently~~calculation ~~own~~of ~~20%~~diluted ofnet ~~our~~income/(loss) ~~outstanding~~per ordinary ~~shares.~~share ~~Accordingly,~~because ifits weinclusion ~~seek~~would ~~shareholder~~have ~~approval~~been ~~of our~~anti-dilutive. ~~Business~~As ~~Combination~~a result, itdiluted isnet ~~more~~income/(loss) ~~likely~~per ~~that~~ordinary ~~the~~share ~~necessary~~is ~~shareholder~~equal ~~approval~~to ~~will~~basic benet ~~received~~income/(loss) ~~than~~per ~~would~~ordinary beshare and allocated amongst the ~~case~~two ifclasses ~~our~~of ~~Initial~~ordinary ~~Shareholders~~shares ~~agreed~~based toon ~~vote~~the ~~their~~number ~~Founder~~of ~~Shares~~weighted average of outstanding shares in ~~accordance~~each ~~with~~class ~~the~~as ~~majority~~a percentage of ~~the~~total ~~votes~~basic ~~cast~~shares byoutstanding ~~our public~~for ~~shareholders~~both classes.

~~Your~~Recent ~~only~~Accounting ~~opportunity~~Pronouncements to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such Business Combination.

~~Since~~Management ~~our~~does ~~board~~not ofbelieve ~~directors~~that ~~may~~any ~~complete~~recently ~~a Business Combination without seeking shareholder approval~~issued, ~~public~~but ~~shareholders may~~ not ~~have~~yet ~~the right or opportunity to vote on the Business Combination~~effective, ~~unless~~accounting ~~we seek such shareholder approval. Accordingly~~pronouncements, if wecurrently ~~do not seek shareholder approval~~adopted, ~~your~~would ~~only~~have ~~opportunity to affect the investment decision regarding~~ a ~~potential Business~~ ~~Combination~~material ~~may~~effect beon ~~limited to exercising your redemption rights within the period of time, which will be at least 20 business days, set forth in~~ our ~~tender~~consolidated ~~offer~~financial ~~documents mailed to our public shareholders in which we describe our Business Combination~~statements.

~~The~~Item ~~ability~~7A. ofQuantitative ~~our~~and ~~public~~Qualitative ~~shareholders~~Disclosures toAbout ~~redeem~~Market ~~their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target~~Risk.

WeTo ~~may~~date, ~~seek~~ our efforts have been limited to ~~enter~~organizational ~~into~~activities and activities relating to the Public Offering and the identification and evaluation of prospective acquisition targets for a Business Combination. ~~transaction~~We ~~agreement~~have ~~with~~neither aengaged ~~prospective~~in ~~target~~any ~~that~~operations ~~requires~~nor asgenerated aany ~~closing~~revenues. ~~condition~~At ~~that~~December 31, we2018, ~~have~~the anet ~~minimum~~proceeds ~~net~~from ~~worth~~our orPublic aOffering ~~certain~~and ~~amount~~the sale of ~~cash.~~the IfPrivate Placement ~~too~~Warrants ~~many~~held ~~public~~in ~~shareholders~~the ~~exercise~~Trust ~~their~~Account ~~redemption~~were ~~rights, we~~comprised ~~would~~entirely ~~not~~of bemoney ~~able~~market tofunds ~~meet~~meeting ~~such~~certain ~~closing~~conditions ~~condition~~under Rule 2a-7 under ~~and,~~the asInvestment aCompany ~~result~~Act, ~~would~~which ~~not~~invest besolely ~~able~~in United States Treasuries. Due to ~~proceed~~the ~~with~~short-term ~~such~~nature aof ~~Business~~the ~~Combination.~~money ~~Furthermore~~market fund’s investments, inwe nodo ~~event~~not believe that there will webe ~~redeem~~an associated material exposure to interest rate risk.

20At December 31, 2018, $216,480,408 (including accrued interest) was held in the Trust Account for the purposes of consummating a Business Combination. As we plan to liquidate and dissolve the Company, funds in the Trust Account will be used primarily to pay for redemptions of Class A ordinary shares.

~~Table~~We ofhave ~~Contents~~not engaged in any hedging activities since our Inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

~~our~~21 Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

TheTable ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business Combination or optimize our capital structure. Contents

AtItem the time we enter into an agreement for our Business Combination, we will not know how many shareholders may exercise their redemption rights and, therefore, will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption8. IfConsolidated ~~our~~Financial ~~Business~~Statements Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and ~~after~~Supplementary ~~such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions~~Data.

~~The~~INDEX ~~ability~~TO ofCONSOLIDATED ~~our~~FINANCIAL ~~public~~STATEMENTS shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our Business Combination may not be unsuccessful is increased. If our Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.


Report of Independent Registered Public Accounting Firm			23

Consolidated Balance Sheets as of December 31, 2018 and 2017			24

Consolidated Statements of Operations for the years ended December 31, 2018 and 2017			25

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018 and 2017			26

Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017			27

Notes to Consolidated Financial Statements			28

~~The~~22 requirement that we complete our Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders.

AnyTable potentialof target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our Business Combination within 24 months from the Close Date. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing Contents

21Report of Independent Registered Public Accounting Firm

~~Table~~To the Shareholders and Board of ~~Contents~~Directors

~~that~~Saban ~~if we do not complete our Business Combination with that particular target business, we may be unable to complete our Business Combination with any target business. This risk will increase~~Capital asAcquisition ~~we get closer to the timeframe described above~~Corp.: In addition, we may have limited time to conduct due diligence and may enter into our Business Combination on terms less favorable than terms that we otherwise would agree to with a more comprehensive investigation.

WeOpinion ~~may~~on ~~not be able to complete our Business Combination within~~ the ~~prescribed~~Financial ~~time~~Statements ~~frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.~~

~~Our~~We ~~Initial Shareholders~~ have ~~agreed~~audited ~~that~~the weaccompanying ~~must~~consolidated ~~complete~~balance ~~our~~sheets ~~Business~~of ~~Combination~~Saban ~~within~~Capital 24Acquisition ~~months~~Corp. ~~after~~ (the ~~Close~~Company) ~~Date.~~as Weof ~~may~~December 31, ~~not~~2018 beand ~~able~~2017, tothe related ~~find~~consolidated astatements ~~suitable~~of ~~target~~operations, ~~business~~shareholders’ equity, and ~~complete~~cash ~~our~~flows ~~Business~~for ~~Combination~~the ~~within~~years ~~such~~ended ~~time~~December 31, ~~period.~~2018 ~~Our~~and ~~ability~~2017 toand ~~complete~~the ~~our business~~related ~~Combination~~notes ~~may~~(collectively, bethe ~~negatively~~consolidated ~~impacted~~financial bystatements). ~~general~~In ~~market~~our ~~conditions~~opinion, ~~volatility~~the consolidated financial statements present fairly, in all material respects, the ~~capital~~financial position of the Company as of December 31, 2018 and ~~debt~~2017, ~~markets~~and the results of their operations and their cash flows for the ~~other~~years ~~risks~~ended ~~described~~December 31, 2018 ~~herein~~and 2017, in conformity with U.S. generally accepted accounting principles.

IfTermination weof ~~have~~the ~~not completed our~~ Business Combination ~~within~~Agreement such time period, 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 (which interest shall be net of taxes payable, and less up to $50,000 of 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 reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

IfAs wediscussed ~~seek~~in ~~shareholder~~note ~~approval~~1 ofto ~~our~~the consolidated financial statements, the Company terminated the Business Combination, ~~our~~Agreement ~~Sponsor~~dated September 13, ~~directors~~2018, ~~officers~~on February 28, ~~advisors~~2019. orAs ~~any~~a result of ~~their~~the ~~affiliates~~termination, ~~may~~the ~~elect~~Company intends to ~~purchase shares~~cease ~~from~~all ~~public~~operations ~~shareholders~~starting on March 31, ~~which~~2019, ~~may~~except ~~influence~~for athe ~~vote~~purpose onof awinding ~~proposed~~up, ~~Business~~and, ~~Combination~~within ten business days thereafter, redeem its issued and ~~reduce~~outstanding Class A ordinary shares and, following the ~~public~~redemption, ~~“float”~~liquidate and dissolve its business, subject to any required approvals of ~~our~~its ~~ordinary~~remaining ~~shares~~shareholders and its board of directors. Our opinion has not been modified as a result of the termination.

IfBasis wefor ~~seek~~Opinion shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors or any of their affiliates purchase Public Shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our Business Combination that may not otherwise have been possible.

InThese ~~addition,~~consolidated financial ifstatements ~~such~~are ~~purchases~~the ~~are~~responsibility ~~made,~~of the ~~public~~Company’s ~~“float”~~management. ofOur ~~our~~responsibility ~~ordinary~~is ~~shares~~to ~~and~~express ~~the~~an ~~number~~opinion ofon ~~beneficial~~these ~~holders~~consolidated offinancial statements based on our audits. We are a public accounting firm registered with the Public ~~securities~~Company ~~may~~Accounting beOversight ~~reduced,~~Board ~~possibly~~(United ~~making~~States) it(PCAOB) ~~difficult~~and are required to ~~maintain~~be orindependent ~~obtain~~with respect to the ~~quotation,~~Company ~~listing~~in oraccordance ~~trading~~with ofthe ~~our~~U.S. federal securities onlaws aand ~~national~~the ~~securities~~applicable ~~exchange~~rules and regulations of the Securities and Exchange Commission and the PCAOB.

22We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Table~~Our audits included performing procedures to assess the risks of ~~Contents~~material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

If/s/ aKPMG ~~public~~LLP shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We ~~will~~have ~~comply~~served ~~with the tender offer rules or proxy rules,~~ as applicable, when conducting redemptions in connection with our Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the ~~opportunity~~Company’s toauditor ~~redeem~~since ~~its Public Shares~~2016. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a shareholder fails to comply with these procedures, its Public Shares may not be redeemed.

~~You will not have any~~Los ~~rights or interests in funds from the Trust Account~~Angeles, ~~except~~California ~~under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares or Warrants, potentially at a loss.~~

~~Our public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i)~~April ~~the completion of our Business Combination~~1, ~~(ii) the~~2019 redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Business Combination within 24 months after the Close Date, and (iii) the redemption of all of our Public Shares if we are unable to complete our Business Combination within 24 months after the Close Date, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss.

~~NASDAQ~~23 ~~may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~

WeTable cannot assure you that our securities will continue to be listed on NASDAQ in the future or prior to our Business Combination. In order to continue listing our securities on NASDAQ prior to our Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 round-lot holders). Additionally, in connection with our Business Combination, we will be required to demonstrate compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain the listing of our securities on NASDAQ. For instance, our share price would generally be required to be at least $4 per share and our shareholders’ equity would generally be required to be at least $5 million. We cannot assure you that we will be able to meet those initial listing requirements at that time. Contents

IfSaban ~~NASDAQ~~Capital ~~delists~~Acquisition any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter marketCorp. ~~If this were to occur, we could face significant material adverse consequences, including:~~

•Consolidated aBalance ~~limited~~Sheets ~~availability of market quotations for our securities;~~

• reduced liquidity for our securities;


	December 31, 2018			December 31, 2017
ASSETS

Current Assets:
Cash	$	46,229		$	201,002
Prepaid expenses		—			62,947

Total current assets		46,229			263,949
Investments held in Trust Account		216,480,408			251,721,796

Total Assets	$	216,526,637		$	251,985,745

LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities:
Accrued expenses	$	5,365,758		$	106,756
Accrued interest		16,968			—
Loan payable to Sponsor		2,000,000			—
Due to related party		222,940			3,502

Total current liabilities		7,605,666			110,258
Deferred underwriting compensation		8,750,000			8,750,000

Total Liabilities		16,355,666			8,860,258

Class A ordinary shares subject to possible redemptions; 19,517,097 shares and 23,812,549 shares at December 31, 2018 and December 31, 2017 respectively	$	195,170,970		$	238,125,486

Shareholders’ equity:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 1,640,679 shares and 1,187,451 Class A shares issued and outstanding excluding 19,517,097 and 23,812,549 shares subject to redemption at December 31, 2018 and December 31, 2017, respectively		164			119
Class F ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 6,243,480 outstanding at December 31, 2018 and December 31, 2017		624			624
Additional paid-in capital		8,149,071			4,345,929

(Accumulated deficit)/retained earnings		(3,149,858	)		653,329

Total Shareholders’ equity		5,000,001			5,000,001

Total liabilities and shareholders’ equity	$	216,526,637		$	251,985,745

•The aaccompanying ~~determination~~notes ~~that our Class A ordinary shares~~ are aan ~~“penny~~integral ~~stock”~~part ~~which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level~~ of ~~trading~~these ~~activity~~consolidated infinancial ~~the~~statements. ~~secondary trading market for our securities;~~

•24 ~~a limited amount of news and analyst coverage; and~~

•Table aof decreased ability to issue additional securities or obtain additional financing in the future.Contents

23Saban Capital Acquisition Corp.

~~Table~~Consolidated Statements of ~~Contents~~Operations

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A ordinary shares and Warrants are listed on NASDAQ, our Units, Class A ordinary shares and Warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.


	Years Ended December 31,
	2018			2017
Interest income	$	3,909,940		$	1,625,844
Expenses
Professional fees and other expenses		7,696,160			710,862
Interest expense		16,967			—

		7,713,127			710,862
Net (loss)/income attributable to ordinary shares	$	(3,803,187	)	$	914,982

Net (loss)/income per ordinary share:
Class A ordinary shares - basic and diluted	$	(0.09	)	$	0.04

Class F ordinary shares - basic and diluted	$	(0.25	)	$	(0.02	)

~~You~~The ~~will~~accompanying ~~not~~notes beare ~~entitled~~an tointegral ~~protections~~part ~~normally afforded to investors~~ of ~~many~~these ~~other~~consolidated ~~blank~~financial ~~check companies~~statements.

~~Because~~25 we have net tangible assets in excess of $5,000,000 and timely filed a Current Report on Form 8-K after the Close Date, including an audited balance sheet demonstrating this fact, we are exempt from certain rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of such rules. Among other things, this means our Units were immediately tradable at the Close Date and we will have a longer period of time to complete our Business Combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of a Business Combination.

IfTable we seek shareholder approval of our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold Excess Shares, you will lose the ability to redeem all such Excess Shares. Contents

IfSaban weCapital ~~seek~~Acquisition shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess SharesCorp. However, we are not restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~Because~~Consolidated Statements of ~~our~~Shareholders’ ~~limited~~Equity resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our Business Combination. If we are unable to complete our Business Combination, our public shareholders may receive only $10.00 per share, or possibly less than $10.00 per share, on our redemption, and our Warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than


	Preferred Shares				Class A Ordinary Shares						Class F Ordinary Shares						Additional Paid-In Capital			(Accumulated Deficit)/Retained Earnings			Shareholders’ Equity
	Shares		Amount		Shares			Amount			Shares			Amount			Additional Paid-In Capital			(Accumulated Deficit)/Retained Earnings			Shareholders’ Equity
Balance at December 31, 2016						1,278,947		$	128			6,250,000		$	625		$	5,260,901		$	(261,653	)	$	5,000,001
Repurchase of 6,520 Class F Shares												(6,520	)		(1	)		(23	)					(24	)
Change in Shares Subject to Possible Redemption 23,812,549 shares at redemption value of $10.00 per share						(91,496	)		(9	)								(914,949	)					(914,958	)
Net income/(loss) attributable to ordinary shares		—		—		—			—			—			—						914,982			914,982

Balance at December 31, 2017		—	$	—		1,187,451		$	119			6,243,480		$	624		$	4,345,929		$	653,329		$	5,000,001
Change in Shares Subject to Possible Redemption 19,517,097 shares at redemption value of $10.00 per share						453,228			45									3,803,142						3,803,187
Net income/(loss) attributable to ordinary shares		—		—		—			—			—			—						(3,803,187	)		(3,803,187	)

Balance at December 31, 2018		—	$	—		1,640,679		$	164			6,243,480		$	624		$	8,149,071		$	(3,149,858	)	$	5,000,001

24The accompanying notes are an integral part of these consolidated financial statements.

~~Table~~26 ~~of Contents~~

weTable do and our financial resources will be relatively limited when contrasted with those of many of these competitors. In particular, although we have substantial experience in the traditional and digital media, entertainment, communications and consumer brands, such industries are highly competitive, and we may be unable to complete a Business Combination with a target in any such industries. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the Class A ordinary shares redeemed, the resources available to us for our Business Combination will be reduced. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we are unable to complete our Business Combination, our public shareholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our Trust Account and our Warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares where a third party brings a claim against us that our Sponsor is unable to indemnify and our Warrants will expire worthless. Contents

IfSaban ~~the~~Capital ~~funds~~Acquisition ~~not being held in the Trust Account are insufficient to allow us to operate for the period ending 24 months following the Close Date, we may be unable to complete our Business Combination~~Corp.

~~The~~Consolidated ~~funds~~Statements ~~available to us outside~~ of ~~our~~Cash ~~Trust~~Flows Account may not be sufficient to allow us to operate for at least the 24 months after the Close Date assuming that our Business Combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

On March 12, 2018, we issued the Sponsor Convertible Note, pursuant to which we may borrow up to $1,000,000 from our Sponsor from time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the earlier of September 21, 2018 and the consummation of our initial Business Combination. Our Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on March 12, 2018.


	Years Ended December 31,
	2018			2017
Cash flows from operating activities:
Net (loss)/income attributable to ordinary shares	$	(3,803,187	)	$	914,982
Interest accrued on Investments Held in Trust Account		(3,909,940	)		(1,625,844	)
Changes in operating assets and liabilities
Prepaid expenses		62,947			100,328
Accrued expenses		5,259,002			25,018
Accrued interest		16,968			—
Due to related party		219,437			(1,347	)

Net cash used in by operating activities		(2,154,773	)		(586,863	)
Cash flows used in investing activities:
Withdrawal from Trust Account upon redemptions		39,151,329			—

Net cash used in by investing activities		39,151,329			—
Cash flows from financing activities:
Loan from Sponsor		2,000,000			—
Redemption of ordinary shares		(39,151,329	)		—
Payment for purchase of Class F ordinary shares		—			(24	)

Net cash used in financing activities		(37,151,329	)		(24	)

Net decrease in cash		(154,773	)		(586,887	)
Cash at beginning of year		201,002			787,889

Cash at end of year	$	46,229		$	201,002

WeThe ~~believe that,~~accompanying asnotes of March 12, 2018, the funds available to us outside of the Trust Account, including funds expected to be available to us under the Sponsor Convertible Note, will be sufficient to allow us to operate for at least the 24 months following the Close Date; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are ~~unable~~an tointegral ~~complete~~part ~~our Business Combination, our public shareholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation~~ of ~~our~~these ~~Trust~~consolidated ~~Account~~financial ~~and our Warrants will expire worthless~~statements.

2527

IfSaban ~~the~~Capital ~~funds~~Acquisition not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our Business Combination and we will depend on loans from our Sponsor to fund our search, to pay our taxes and to complete our Business CombinationCorp.

OfNotes ~~the net proceeds of the offering and the sale of the Private Placement Warrants, only approximately $201,002 was available~~ to usConsolidated asFinancial ~~of December 31,~~Statements 2017 outside the Trust Account to fund our working capital requirements. Although our Sponsor has agreed to loan up to $1,000,000 to us under the Sponsor Convertible Note, we cannot assure you that such funds will be sufficient to allow us to operate through the period ending 24 months following the Close Date. In the event that such amounts are insufficient to fund our search for a target business and to consummate a Business Combination we may seek additional capital. If we are required to seek additional capital, we would need to borrow additional funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. None of our Sponsor, members of our management team or any of their affiliates is under any obligation to loan funds to us in such circumstances. Any outstanding balance under the Sponsor Convertible Note and any other loans would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our Business Combination. We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or certain of our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may only receive $10.00 per share, or possibly less than $10.00 per share, on our redemption of our Public Shares and our Warrants will expire worthless.

~~Subsequent~~1. toOrganization ~~our~~and ~~completion of our~~ Business ~~Combination,~~Operations we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

~~Even~~Organization if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and ~~outside~~General of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. The fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following our Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value.

IfSaban ~~third~~Capital ~~parties~~Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2016. The Company was formed ~~bring~~for ~~claims~~the ~~against~~purpose usof effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the ~~proceeds~~“Business ~~held~~Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the ~~Trust~~Securities ~~Account~~Act ~~could~~of be1933, ~~reduced~~as ~~and~~amended (the ~~per~~“Securities ~~share~~Act”), ~~redemption~~as ~~amount~~modified ~~received~~ by ~~shareholders~~the ~~may~~Jumpstart beOur ~~less~~Business ~~than~~Startups ~~$10~~Act of 2012 (the “JOBS Act”).00 ~~per~~The ~~share~~Company’s sponsor is Saban Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

~~Our~~At ~~placing~~December 31, of2018, ~~funds in~~ the ~~Trust~~Company ~~Account~~had ~~may~~ not ~~protect~~commenced ~~those~~any significant ~~funds~~operations. ~~from~~All ~~third-party~~activity ~~claims~~for ~~against~~the ~~us.~~period ~~Although~~from weMarch 15, ~~will~~2016 ~~seek~~(“Inception”) tothrough ~~have all vendors~~December 31, ~~service~~2018 ~~providers~~relates ~~(other~~to ~~than~~the ~~our~~Company’s ~~independent~~formation ~~auditors),~~and ~~prospective~~activities ~~target~~related ~~businesses~~to orthe ~~other~~initial ~~entities~~public ~~with~~offering ~~which~~of weUnits do(as ~~business~~defined below), ~~execute~~each ~~agreements~~consisting ~~with~~of usone ~~waiving~~of ~~any~~the ~~right,~~Company’s ~~title,~~Class A ~~interest~~ordinary orshares ~~claim~~and ofone ~~any~~half ~~kind~~of inone orwarrant towhere ~~any~~each ~~monies~~whole ~~held in~~warrant entitles the ~~Trust~~holder ~~Account~~to ~~for~~purchase ~~the~~one ~~benefit~~Class A ofordinary ~~our~~share ~~public~~(the ~~shareholders~~“Public Offering”), ~~such~~and ~~parties~~activities related ~~may~~to ~~not~~the ~~execute such agreements~~identification, orevaluation ~~even~~and ifnegotiation ~~they~~of ~~execute~~Business ~~such~~Combination ~~agreements~~opportunities. ~~they~~The ~~may~~Company will not begenerate ~~prevented~~any ~~from~~operating ~~bringing~~revenues ~~claims~~until ~~against~~after completion of the ~~Trust~~Business ~~Account~~Combination, ~~including,~~at ~~but~~the ~~not limited~~earliest. ~~to,~~The ~~fraudulent~~Company ~~inducement,~~will ~~breach~~generate non-operating income ofin ~~fiduciary~~the ~~responsibility~~form orof ~~other~~interest ~~similar~~income ~~claims,~~on ascash ~~well~~and asinvestments ~~claims~~from ~~challenging~~ the ~~enforceability~~proceeds ofderived from the ~~waiver,~~Public inOffering ~~each~~and ~~case~~the inPrivate ~~order~~Placement to(as ~~gain~~defined ~~advantage~~below). ~~with~~The ~~respect~~Company tohas selected aDecember 31st as ~~claim~~its ~~against~~fiscal ~~our~~year ~~assets,~~ end.

26The Company announced on March 28, 2019, that it has ceased all operations except for the purpose of winding up and intends to redeem all of its issued and outstanding Public Shares (as defined below).

~~Table~~Cash ~~of Contents~~

~~including~~Cash ~~the~~consisted ~~funds~~of cash held inat ~~the~~one ~~Trust Account~~U.S. Iffinancial ~~any~~institution, ~~third~~and ~~party~~is ~~refuses~~subject to ~~execute~~credit anrisk ~~agreement waiving such claims~~ to the ~~monies~~extent ~~held in~~ the ~~Trust~~balance ~~Account,~~exceeds ~~our~~federal ~~management~~deposit ~~will~~insurance perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternativelimits.

~~Examples~~Financing of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to reserve for its indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares.

~~Our~~The registration ~~directors~~statement ~~may~~for ~~decide~~the ~~not~~Company’s toPublic ~~enforce~~Offering was declared effective by the ~~indemnification~~United ~~obligations~~States ofSecurities and Exchange Commission (the “SEC”) on September ~~our~~15, 2016. The Public Offering closed on September 21, 2016 (the “Close Date”). The Company’s Sponsor purchased an aggregate of 7,000,000 ~~resulting~~warrants inat a ~~reduction~~purchase price of $1.00 per warrant, or $7,000,000 in the ~~amount~~aggregate, ofin ~~funds~~a inprivate placement at the Close Date (the “Private Placement”). ~~Trust~~The ~~Account~~warrants ~~available~~are ~~for~~included ~~distribution~~in toadditional paid-in capital ~~our~~at ~~public~~the ~~shareholders~~balance sheet.

InThe Company ~~the~~intended ~~event~~to ~~that~~finance ~~the~~a ~~proceeds~~Business inCombination ~~the~~with ~~Trust~~a ~~Account~~portion ~~are reduced~~of ~~below~~proceeds ~~the~~from ~~lesser~~its ~~of: (i)~~ $~~10.00~~250,000,000 ~~per~~Public ~~share;~~Offering orand ~~(ii) other~~$7,000,000 ~~than~~Private ~~due~~Placement to(see ~~the~~Note ~~failure~~3). toAt ~~obtain such waiver such lesser amount per share held in~~ the ~~Trust~~Close ~~Account~~Date, asproceeds offrom the ~~date~~Public ofOffering ~~the liquidation~~ of ~~the Trust Account due to reductions in the value of the trust assets~~$250,000,000, ~~in each case~~ net of underwriting ~~the~~discounts ~~interest~~of ~~which may be withdrawn to pay taxes~~$5,000,000, and ~~our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim~~$5, ~~our~~000,000 ~~independent~~of ~~directors~~the ~~would~~Private ~~determine~~Placement whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to usproceeds, itwere isdeposited ~~possible that our independent directors~~ in ~~exercising~~a ~~their~~trust ~~business~~account ~~judgment~~with ~~may~~Continental ~~choose~~Stock ~~not~~Transfer toand doTrust soCompany inacting ~~any~~as ~~particular~~trustee ~~instance. If our independent directors choose not to enforce these indemnification obligations,~~ (the ~~amount of funds in the~~ “Trust Account”) ~~available~~as ~~for~~described ~~distribution to our public shareholders may be reduced~~ below ~~$10~~.00 ~~per share.~~

27The Trust Account

~~Table~~The Trust Account may be invested only in U.S. government treasury bills with a maturity of ~~Contents~~one hundred and eighty (180) days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment

~~If,~~28 after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If,Table after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. Contents

If Company Act”), ~~before~~which ~~distributing~~invest ~~the~~only ~~proceeds~~ in ~~the~~direct ~~Trust~~U.S. ~~Account~~government toobligations. Because ~~our~~the ~~public~~investment ~~shareholders,~~of wethe ~~file~~proceeds awill ~~bankruptcy~~be ~~petition or~~restricted anto ~~involuntary~~these ~~bankruptcy~~instruments, ~~petition~~the isCompany ~~filed~~expects ~~against~~to usmeet ~~that~~the requirements isfor ~~not dismissed,~~ the ~~claims~~exemption ofprovided ~~creditors~~ in ~~such~~Rule 3a-1 promulgated ~~proceeding~~under ~~may have priority over~~ the ~~claims~~Investment ofCompany ~~our~~Act. At ~~shareholders~~December 31, ~~and~~2018, the ~~per~~funds ~~share~~were ~~amount~~invested ~~that~~only ~~would~~in ~~otherwise~~money bemarket ~~received~~funds bymeeting ~~our~~those ~~shareholders~~certain inconditions ~~connection~~under ~~with our liquidation may be reduced~~Rule 2a-7.

~~If,~~Funds ~~before~~will ~~distributing~~remain ~~the proceeds~~ in the Trust Account toexcept ~~our public~~for ~~shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,~~ the withdrawal ~~proceeds~~of ~~held~~interest ~~in the Trust Account could be subject~~ to ~~applicable~~pay ~~bankruptcy law~~taxes, ~~and~~if ~~may~~any, beuntil ~~included in our bankruptcy estate and subject to~~ the ~~claims~~redemption of ~~third~~all ~~parties with priority over the claims~~ of ~~our shareholders. To~~ the ~~extent~~Company’s ~~any~~Public ~~bankruptcy claims deplete the Trust Account~~Shares, ~~the~~which ~~per~~is ~~share~~expected ~~amount~~to ~~that~~commence ~~would~~on ~~otherwise~~April 1, be2019 ~~received by our shareholders in connection with our liquidation would be reduced.~~

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.

IfOn September 13, we2018, ~~are~~the ~~deemed~~Company toentered beinto anthe ~~investment~~Business ~~company~~Combination ~~under~~Agreement with Panavision Acquisition Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the ~~Investment~~Company (“Panavision Acquisition Sub”), Sim Acquisition Sub, Inc., an Ontario corporation and direct wholly owned subsidiary of the Company ~~Act~~(“Sim Acquisition Sub”), ~~our~~Panavision ~~activities~~Inc., ~~may~~a beDelaware ~~restricted~~corporation (“Panavision”), ~~including:~~Sim Video International Inc., an Ontario corporation (“Sim”), and the other parties thereto, as amended on December 11, 2018 (as amended, the “Business Combination Agreement”), pursuant to which, among other things, it was proposed that Panavision and SIM would become direct or indirect wholly owned subsidiaries of the Company (the “Panavision/SIM Business Combination”).

•Due ~~restrictions~~to onmarket conditions, delays resulting from the ~~nature~~recent partial U.S. government shutdown and the March 31, 2019 termination date of ~~our~~the ~~investments;~~Company, the Company, Panavision, Sim, the Panavision Holder Representative (as defined in the Business Combination Agreement) and the Sim Holder Representative (as defined in the Business Combination Agreement) jointly determined to terminate the Business Combination Agreement pursuant to a Termination Agreement, dated as of February 28, 2019, by and among such parties, effective as of such date.

•As ~~restrictions~~a result of, among other things, the termination of the Panavision/SIM Business Combination (as described above) and the March 31, 2019 deadline to consummate a Business Combination, the Company (i) has ceased all operations except for the purposes of winding up, (ii) intends to, effective, April 1, 2019, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the ~~issuance~~Trust Account, including interest (which interest shall be net of ~~securities;~~taxes payable, and less $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the public shareholders’ rights as owners of Class A ordinary shares (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) intends to, as promptly as reasonably possible following such redemption, subject to the approval of the 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 Initial Shareholders (as defined below) have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares. However, if the Initial Shareholders acquired Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

~~each~~The resulting redemption of ~~which~~the ~~may~~Company’s ~~make~~Class A itordinary ~~difficult~~shares will reduce the book value per share for usthe toFounder Shares held ~~complete~~by ~~our~~the ~~Business~~Initial ~~Combination~~Shareholders, who would be the only remaining shareholders after such a redemption.

In2. ~~addition,~~Summary weof ~~may~~Significant ~~have~~Accounting ~~imposed upon us burdensome requirements, including:~~ Policies

•Basis ~~registration~~of asPresentation ~~an investment company with the SEC;~~

•The ~~adoption~~accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of aAmerica ~~specific~~(“U.S. ~~form~~GAAP”) and pursuant to the accounting and disclosure rules and regulations of ~~corporate~~the ~~structure;~~SEC, and reflect all adjustments, consisting only of normal recurring

•29 ~~reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.~~

InTable order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading ‘‘investment securities’’ constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. Contents

28 adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position at December 31, 2018 and the results of operations and cash flows for the years presented.

~~Table~~Emerging ofGrowth ~~Contents~~Company

WeSection 102(b)(1) doof ~~not~~the ~~believe~~JOBS ~~that~~Act ~~our~~exempts ~~anticipated~~emerging ~~principal~~growth ~~activities~~companies ~~will~~from ~~subject~~being usrequired to ~~the~~comply ~~Investment Company~~with ~~Act.~~new ~~The~~or ~~proceeds~~revised ~~held~~financial inaccounting standards ~~the~~until ~~Trust~~private ~~Account~~companies ~~may~~(that beis, ~~invested~~those bythat ~~the~~have ~~Trustee~~not ~~only~~had ~~in United States government treasury bills with~~ a ~~maturity~~Securities ofAct ~~180~~registration ~~days~~statement ordeclared ~~less~~effective or indo ~~money~~not ~~market~~have ~~funds~~a ~~investing~~class ~~solely~~of insecurities ~~United~~registered ~~States Treasuries and meeting certain conditions~~ under ~~Rule 2a-7 under~~ the ~~Investment~~Securities ~~Company~~Exchange Act., ~~Because~~as ~~the~~amended ~~investment of~~ (the ~~proceeds~~“Exchange Act”)) ~~will~~are berequired ~~restricted~~ to ~~these~~comply ~~instruments,~~with ~~we believe we will meet~~ the ~~requirements~~new ~~for~~or ~~the~~revised ~~exemption provided~~financial inaccounting ~~Rule~~standards. ~~3a-1~~The ~~promulgated~~JOBS ~~under~~Act ~~the~~provides ~~Investment~~that ~~Company~~a ~~Act.~~company Ifcan weelect ~~were deemed~~ to beopt ~~subject~~out toof the ~~Investment~~extended ~~Company~~transition ~~Act,~~period ~~compliance~~and comply with ~~these~~the ~~additional~~requirements ~~regulatory~~that ~~burdens~~apply ~~would~~to non-emerging growth ~~require~~companies ~~additional expenses~~but ~~for~~any ~~which~~such wean ~~have~~election ~~not allotted funds and may hinder our ability~~ to ~~consummate~~opt aout ~~Business~~is ~~Combination~~irrevocable. IfThe weCompany ~~were~~has ~~deemed~~elected not to beopt ~~subject~~out toof ~~the~~such ~~Investment~~extended ~~Company~~transition ~~Act~~period, ~~compliance~~which ~~with~~means ~~these~~that ~~additional~~when ~~regulatory~~a ~~burdens~~standard ~~would~~is ~~require~~issued or ~~additional~~revised ~~expenses for which we have not allotted funds~~ and ~~may~~it ~~hinder~~has ~~our~~different ~~ability~~application todates ~~complete~~for apublic ~~Business~~or ~~Combination.~~private Ifcompanies, wethe ~~are~~Company, ~~unable~~as toan ~~complete~~emerging ~~our~~growth ~~Business Combination~~company, ~~our~~can ~~public~~adopt ~~shareholders~~the ~~may~~new ~~receive only $10.00 per share,~~ or ~~possibly less~~revised ~~than~~standard ~~$10.00~~at ~~per share, on~~ the ~~liquidation~~time ofprivate ~~our~~companies ~~Trust~~adopt ~~Account~~the ~~and~~new ~~our~~or ~~Warrants~~revised ~~will expire worthless~~standard.

~~Changes~~Concentration ~~in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination, and results~~ of ~~operations.~~Credit Risk

WeFinancial ~~are~~instruments ~~subject~~that topotentially ~~laws~~subject ~~and~~the ~~regulations~~Company ~~enacted~~to byconcentrations ~~national,~~of ~~regional~~credit ~~and~~risk ~~local~~consist ~~governments.~~of Incash ~~particular,~~accounts wein ~~will~~financial ~~be required to comply with~~institutions ~~certain SEC and other legal requirements. Compliance with~~which, ~~and~~at ~~monitoring of~~times, ~~applicable laws and regulations~~ may beexceed ~~difficult,~~the ~~time~~Federal ~~consuming~~depository ~~and~~insurance ~~costly.~~coverage ~~Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results~~ of ~~operations~~$250,000. InThe ~~addition,~~Company ahas ~~failure~~not toexperienced ~~comply~~losses ~~with applicable laws or regulations, as interpreted and applied, could have a material adverse effect~~ on ~~our~~these ~~business, including our ability to negotiate and complete our Business Combination, and results of operations~~accounts.

IfFinancial weInstruments ~~are unable to consummate our Business Combination within 24 months of the Close Date, our public shareholders may be forced to wait beyond such 24 months before redemption from our Trust Account.~~

IfThe wefair ~~are~~values ~~unable to consummate our Business Combination within 24 months after the Close Date, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $50,000~~ of the ~~net~~Company’s ~~interest~~assets ~~earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption~~ and ~~cease~~liabilities ~~all~~which ~~operations~~qualify ~~except~~as ~~for~~financial ~~the~~instruments ~~purposes~~under ~~of winding up of our affairs~~ASC 820, as“Fair ~~further~~Value ~~described~~Measurements ~~herein. Any redemption of public shareholders from the Trust Account shall be effected automatically by function of our amended~~ and ~~restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup~~Disclosures, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law (2016 Revision) of the Cayman Islands as the same may be amended from time to time (“Companies Law”). Inapproximate ~~that case, investors may be forced to wait beyond~~ the ~~initial~~carrying 24amounts ~~months~~represented ~~before~~on the ~~redemption~~balance ~~proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account~~sheet. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our Business Combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our Business Combination.

~~Our~~Redeemable ~~shareholders~~Ordinary ~~may be held liable for claims by third parties against us to the extent of distributions received by~~Shares ~~them upon redemption of their shares.~~

IfAll we25,000,000 ~~are~~Class A ~~forced~~ordinary toshares ~~enter~~sold ~~into~~as anpart ~~insolvent~~of ~~liquidation,~~the ~~any~~Units ~~distributions~~in ~~received~~the ~~by shareholders~~Public ~~could~~Offering becontain ~~viewed~~a redemption feature as andiscussed in ~~unlawful~~Note ~~payment~~1. ifIn itaccordance ~~was~~with ~~proved~~ASC ~~that~~480, ~~immediately~~redemption ~~following~~provisions not solely within the ~~date~~control onof ~~which~~the Company require the ~~distribution~~security ~~was~~to ~~made,~~be weclassified ~~were~~outside ~~unable~~of topermanent ~~pay~~equity. ~~our~~Ordinary ~~debts~~liquidation asevents, ~~they~~which ~~fall~~involve ~~due~~the inredemption and liquidation of all of the ~~ordinary~~entity’s ~~course~~equity instruments, are excluded from the provisions of ~~business~~ASC 480. AsAlthough the Company did not specify a ~~result~~maximum redemption threshold, aits charter provides that in no event will it redeem its Class A ordinary shares in ~~liquidator~~an ~~could~~amount ~~seek~~that towould ~~recover~~cause ~~some~~its ornet ~~all~~tangible ~~amounts~~assets ~~received~~to byfall ~~our~~below ~~shareholders~~$5,000,001. ~~Furthermore~~Accordingly, ~~our~~at ~~directors~~December 31, 2018 and 2017, 19,517,097 and 23,812,549, respectively, of the Company’s 25,000,000 Class A ordinary shares were classified outside of permanent equity at their redemption value.

29Net Income/(Loss) per Ordinary Share

~~Table~~The Company has two classes of ~~Contents~~ordinary shares, which are referred to as Class A ordinary shares and Class F ordinary shares. The Company’s public shareholders have the opportunity to redeem their shares upon the completion of the Business Combination at a per share price that is equal to the aggregate amount then on deposit in the Trust Account including interest, divided by the number of then outstanding Public Shares, subject to certain limitations. Accordingly, the Company uses the two-class method to compute the earnings per ordinary share. The two-class method is an earnings allocation formula that determines earnings per share separately for each class of ordinary shares based on an allocation of undistributed earnings per the rights of each class. At December 31, 2018, the Company had outstanding warrants for the purchase of up to 19,500,000 Class A ordinary shares. For all periods presented, the weighted average of these shares was excluded from the calculation of diluted net income per ordinary share because its inclusion would have been anti-dilutive. As a

~~may~~30 be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our Company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,300 and to imprisonment for five years in the Cayman Islands.

WeTable have not registered the Class A ordinary shares issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise Warrants, thus precluding such investor from being able to exercise its Warrants except on a cashless basis and potentially causing such Warrants to expire worthless. Contents

~~We have not registered the Class A ordinary shares issuable~~ ~~upon exercise of the Warrants under the Securities Act or any state securities laws at this time. However~~result, ~~under~~diluted ~~the~~net ~~terms~~income/(loss) ofper ~~the~~ordinary ~~Warrant~~share ~~agreement,~~is weequal ~~have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our Business Combination,~~ to ~~use~~basic ~~our~~net ~~best~~income/(loss) ~~efforts~~per ~~to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A~~ ordinary ~~shares issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant agreement~~share. WeThe ~~cannot~~table ~~assure~~below ~~you~~presents ~~that we will be able to do so if,~~ for ~~example, any facts or events arise which represent a fundamental change in~~ the ~~information~~ ~~set~~periods ~~forth~~indicated ~~in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues~~ a ~~stop~~reconciliation ~~order. If the shares issuable upon exercise~~ of ~~the~~ ~~Warrants are not registered under~~ the ~~Securities Act, we will be required to permit holders to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis,~~ numerators and wedenominators will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we ~~may,~~used ~~at our option, require holders of Warrants who exercise their Warrants~~ to docompute sobasic ~~on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act~~ and, indiluted the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net ~~cash~~loss ~~settle~~per ~~any~~share ~~Warrant, or issue securities or other compensation in exchange~~ for ~~the~~each ~~Warrants~~class ~~in the event that we are unable to register or qualify the shares underlying the Warrants under applicable state securities laws. If the issuance~~ of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Class A ordinary shares included in the Units. If and when the Warrants become redeemable by us, we may exercise our ~~redemption right even if we are unable to register or qualify the underlying Class A~~ ordinary shares: ~~for sale under all applicable state securities laws.~~

The grant of registration rights to our Initial Shareholders and their permitted transferees may make it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.


	Years Ended December 31
	2018						2017
	Class A			Class F			Class A		Class F
Basic and diluted net loss per share:
Numerator:
Allocation of net income/(loss)	$	(2,224,664	)	$	(1,578,523	)	$	1,057,100	$	(142,118	)

Denominator:
Weighted average ordinary shares outstanding		23,968,363			6,243,480			25,000,000		6,247,006
Basic and diluted net income/(loss) per share	$	(0.09	)	$	(0.25	)	$	0.04	$	(0.02	)

~~Pursuant~~Use ~~to a registration rights agreement entered into at the Close Date, our Initial Shareholders and their permitted transferees can demand that we register the resale~~ of ~~their~~Estimates Founder Shares after those shares convert to our Class A ordinary shares at the time of our Business Combination. In addition, our Sponsor and its permitted transferees can demand that we register the resale of the Private Placement Warrants, the Class A ordinary shares issuable upon exercise of the Private Placement Warrants and any warrants issuable upon conversion of the

30The preparation of the Company’s consolidated balance sheet in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

~~Table~~Income ofTaxes ~~Contents~~

The ~~Sponsor~~Company ~~Convertible~~follows ~~Note and~~ the ~~Class~~asset Aand ~~ordinary~~liability ~~shares~~method ~~issuable upon exercise~~ of ~~such~~accounting ~~warrants.~~for Weincome ~~will~~taxes ~~bear~~under ~~the~~ASC ~~cost~~740, of“Income ~~registering~~Taxes” ~~these~~(“ASC ~~securities~~740”). ~~The~~Deferred ~~registration~~tax assets and ~~availability~~liabilities ofare ~~such a~~recognized ~~significant number of securities~~ for ~~trading in~~ the ~~public~~estimated ~~market~~future ~~may~~tax ~~have~~consequences anattributable ~~adverse~~to differences ~~effect~~between on the ~~market~~consolidated ~~price~~financial ofstatement ~~our~~carrying ~~Class A~~amounts ~~ordinary shares. In addition, the existence~~ of ~~the~~existing ~~registration~~assets ~~rights~~and ~~may~~liabilities ~~make~~and ~~our~~their ~~Business~~respective ~~Combination~~tax ~~more costly or difficult to conclude~~bases. ~~This~~Deferred istax ~~because~~assets ~~the~~and ~~shareholders~~liabilities ofare ~~the~~measured ~~target~~using ~~business~~enacted ~~may~~tax ~~increase~~rates ~~the~~expected ~~equity~~to ~~stake~~apply ~~they~~to ~~seek~~taxable income in the ~~combined~~years ~~entity~~in orwhich ~~ask~~those ~~for~~temporary ~~more~~differences ~~cash~~are ~~consideration~~expected to ~~offset~~be ~~the~~recovered ~~negative~~or ~~impact~~settled. onThe ~~the~~effect ~~market~~on ~~price~~deferred oftax ~~our Class A~~assets ~~ordinary~~and ~~shares~~liabilities ~~that~~of isa ~~expected~~change ~~when~~in ~~the~~tax ~~ordinary~~rates ~~shares~~is ~~owned~~recognized byin ~~our~~income ~~Initial~~in ~~Shareholders~~the ~~and~~period ~~Private~~that ~~Placement~~included ~~Warrants and any warrants issuable upon conversion of~~ the ~~Sponsor~~enactment ~~Convertible~~date. ~~Note~~Valuation allowances ~~and~~are ~~the~~established, ~~Class~~when Anecessary, ~~ordinary~~to ~~shares issuable~~reduce ~~upon~~deferred ~~exercise~~tax ofassets ~~such~~to ~~warrants,~~the ~~owned~~amount byexpected ~~our~~to ~~Sponsor~~be ~~are registered for resale~~realized.

~~Because~~ASC we740 ~~are~~prescribes ~~not~~a recognition ~~limited~~threshold toand a ~~particular~~measurement ~~industry~~attribute orfor ~~any specific~~the ~~target~~consolidated ~~businesses~~financial ~~with~~statement ~~which~~recognition and measurement of tax positions taken or expected to ~~pursue~~be ~~our Business~~taken ~~Combination~~in a tax return. For those benefits to be recognized, ~~you~~a ~~will~~tax position must be more-likely-than-not to ~~unable~~be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to ~~ascertain~~unrecognized tax benefits as income tax expense. No amounts were accrued for the ~~merits~~payment orof ~~risks~~interest and penalties at December 31, 2018. The Company is currently not aware of any ~~particular~~issues ~~target~~under ~~business’s~~review ~~operations~~that could result in significant payments, accruals or material deviation from its position.

WeExempted ~~may~~companies ~~seek~~are toCayman ~~complete~~Islands acompanies ~~Business~~wishing ~~Combination~~to ~~with~~conduct anbusiness ~~operating~~outside ~~company~~the inCayman ~~any~~Islands ~~industry or sector~~and, ~~but~~as ~~we will not~~such, ~~under~~are ~~our~~exempted ~~amended and~~from ~~restated~~complying ~~memorandum~~with ~~and~~certain ~~articles~~provisions of ~~association,~~the beCompanies ~~permitted~~Law. toAs ~~effectuate~~an ~~our~~exempted ~~Business Combination with another blank check~~ company, orthe ~~similar~~Company ~~company~~has ~~with~~applied ~~nominal~~for ~~operations.~~and ~~Because~~received ~~we have not yet identified any specific target business with respect to~~ a ~~Business~~tax ~~Combination,~~exemption ~~there~~undertaking isfrom ~~no basis to evaluate~~ the ~~possible~~Cayman ~~merits~~Islands orgovernment ~~risks~~that, ofin ~~any~~accordance ~~particular~~with ~~target~~Section 6 ~~business’s operations, results~~ of ~~operations, cash flows, liquidity, financial condition or prospects. To~~ the ~~extent~~Tax weConcessions ~~complete~~Law ~~our~~(2011 ~~Business~~Revision) ~~Combination,~~of ~~we may be affected by numerous risks inherent in~~ the ~~business~~Cayman ~~operations with which we combine. For example~~Islands, iffor ~~we combine with~~ a ~~financially~~period ~~unstable business or an entity lacking an established record~~ of ~~sales~~20 ~~or earnings,~~years wefrom ~~may be affected by~~ the ~~risks~~date ~~inherent in the business and operations~~ of ~~a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate~~ the ~~risks inherent in a particular target business~~undertaking, weno ~~cannot~~law ~~assure~~which ~~you~~is ~~that~~enacted wein ~~will properly ascertain or assess all of~~ the ~~significant~~Cayman ~~risk~~Islands ~~factors~~imposing orany ~~that~~tax ~~we will have adequate time~~ to ~~complete~~be ~~due~~levied ~~diligence.~~on ~~Furthermore~~profits, ~~some~~income, ofgains ~~these~~or ~~risks~~appreciations ~~may~~shall beapply ~~outside of our control and leave us with no ability~~ to ~~control~~the Company or ~~reduce~~its ~~the~~operations ~~chances~~and, ~~that~~in ~~those~~addition, ~~risks will adversely impact a target business. We also cannot assure you~~ that anno ~~investment~~tax ~~in our securities will ultimately prove~~ to be ~~more~~levied ~~favorable~~on ~~to investors than a direct investment~~profits, ~~if such opportunity were available~~income, ingains aor ~~business~~appreciations ~~combination~~or ~~target.~~which ~~Accordingly,~~is ~~any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction~~ in the ~~value~~nature of ~~their~~estate ~~shares.~~duty ~~Such shareholders~~or ~~are~~inheritance ~~unlikely~~tax toshall ~~have~~be apayable ~~remedy~~(i) on ~~for~~or ~~such reduction~~ in ~~value~~respect ~~unless~~of ~~they~~the ~~are~~shares ~~able~~or toother ~~successfully~~obligations ~~claim~~of ~~that~~ the Company ~~reduction~~or ~~was~~(ii) by ~~due~~way toof the ~~breach~~withholding byin ~~our~~whole ~~officers~~ or ~~directors~~in part of a ~~duty~~payment of ~~care~~dividend or other ~~fiduciary~~distribution ~~duty~~of ~~owed~~income ~~to them,~~ or ~~if they~~capital ~~are~~by ~~able to successfully bring a private claim under securities laws that~~ the ~~tender~~Company ~~offer materials or proxy statement relating~~ to ~~the~~its ~~Business~~shareholders ~~Combination~~or ~~contained~~a anpayment ~~actionable~~of ~~material~~principal ~~misstatement~~ or ~~material~~interest ~~omission.~~ or

We31 ~~may seek acquisition opportunities in businesses or companies that may be outside of our management’s areas of expertise.~~

WeTable will consider a Business Combination outside of our management’s areas of expertise if such Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the Business Combination contained an actionable material misstatement or material omission. Contents

31 other sums due under a debenture or other obligation of the Company. Consequently, income taxes have not been reflected in the consolidated Financial Statements.

~~Table~~Recent ofAccounting ~~Contents~~Pronouncements

~~Although~~Management wedoes ~~have~~not ~~identified~~believe ~~general criteria and guidelines~~ that weany ~~believe~~recently ~~are important in evaluating prospective target businesses~~issued, webut ~~may enter into our Business Combination with a target that does~~ not ~~meet~~yet ~~such~~effective, ~~criteria~~accounting ~~and guidelines~~pronouncements, ~~and~~if ascurrently ~~a result~~adopted, ~~the~~would ~~target business with which we enter into our Business Combination may not~~ have ~~attributes~~a ~~entirely~~material ~~consistent~~effect ~~with~~on ~~our~~the ~~general~~Company’s ~~criteria~~consolidated ~~and~~financial ~~guidelines~~statements.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our Business Combination will not have all of these positive attributes3. IfPublic weOffering complete our Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our Business Combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our Business Combination, our public shareholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account and our Warrants will expire worthless.

WeIn ~~may~~its ~~seek~~Public ~~acquisition~~Offering, ~~opportunities~~the ~~with~~Company ansold 25,000,000 Units at a price of $10.00 per Unit (the “Units”). Each Unit consists of one of ~~early~~the ~~stage~~Company’s ~~company~~Class A ordinary shares, $0.0001 par value per share (each, a ~~financially~~“Public ~~unstable~~Share”), ~~business~~and orone anhalf ~~entity~~of ~~lacking~~one anwarrant ~~established~~(“Warrant”). ~~record~~Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of ~~revenue~~$11.50 orper ~~earnings~~share. The Warrants will expire worthless upon the liquidation of the Company.

ToThe ~~the extent~~Company wepaid ~~complete our Business Combination with~~ an underwriting ~~early~~discount ~~stage~~of ~~company,~~2.00% aof ~~financially~~the ~~unstable~~gross ~~business~~proceeds orof anthe ~~entity~~Public ~~lacking~~Offering, ~~an established record of sales~~ or ~~earnings~~$5,000,000, weto ~~may~~the beunderwriters ~~affected~~at bythe ~~numerous~~Close ~~risks~~Date, ~~inherent~~with inan ~~the~~additional ~~operations~~fee of (the ~~business with~~“Deferred ~~which~~Discount”) weof ~~combine~~3.50% ~~These~~of ~~risks~~the ~~include~~gross ~~investing~~proceeds inof athe ~~business~~Public ~~without a proven business model and with limited historical financial data~~Offering, ~~volatile revenues~~ or ~~earnings~~ $8,750,000, ~~intense~~payable ~~competition~~upon ~~and~~the ~~difficulties~~Company’s incompletion ~~obtaining~~of ~~and~~a ~~retaining~~Business ~~key personnel~~Combination. ~~Although~~The ~~our~~Deferred ~~officers~~Discount ~~and~~was ~~directors~~only ~~will~~payable ~~endeavor~~ to ~~evaluate~~ the ~~risks~~underwriters ~~inherent~~from inthe aamounts ~~particular~~held ~~target~~in ~~business,~~the weTrust ~~may~~Account ~~not~~solely bein ~~able~~the toevent ~~properly ascertain or assess all of~~ the ~~significant~~Company ~~risk~~completed ~~factors~~a ~~and~~Business weCombination. The ~~may~~underwriters are not ~~have~~entitled ~~adequate time~~ to ~~complete~~ ~~due~~receive ~~diligence.~~any ~~Furthermore, some~~ of ~~these~~the ~~risks~~interest ~~may~~earned beon ~~outside~~Trust ofAccount ~~our~~funds ~~control~~that ~~and~~would ~~leave~~be usused ~~with~~to nopay ~~ability~~the toDeferred ~~control~~Discount. orThe ~~reduce~~Deferred ~~the~~Discount ~~chances~~is ~~that~~recorded ~~those~~as ~~risks~~deferred ~~will~~underwriting ~~adversely~~compensation ~~impact~~on athe ~~target~~Company’s ~~business~~balance sheet.

We4. ~~are~~Related ~~not~~Party ~~required~~Transactions to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our Company from a financial point of view.

~~Unless~~Founder weShares complete our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, that the price we are paying is fair to our Company from a financial point of view.

On April 11, 2016, the Company’s Sponsor purchased 5,750,000 Class F ordinary shares (“Founder Shares”) for $25,000, or approximately $0.004 per share. In ~~addition~~August 2016, ifthe ~~our~~Company ~~board~~repurchased of99,000 ~~directors~~Founder isShares ~~not~~from ~~able~~the Sponsor at their original per share issuance price and subsequently issued such number of Founder Shares pursuant to ~~determine~~The 2016 Share Award Plan of the ~~fair~~Company ~~market~~for ~~value~~the same per share price to certain individuals who will assist in the evaluation of investment opportunities, including 10,000 Founder Shares to Adam Chesnoff, the ~~target~~Company’s ~~business~~Director, orPresident ~~businesses~~and Chief Executive Officer, in8,000 ~~connection~~Founder ~~with~~Shares to Niveen Tadros, the Company’s Executive Vice President and General Counsel, 6,000 Founder Shares to Fred Gluckman, the ~~NASDAQ~~Company’s ~~rules~~former ~~that~~Executive ~~require~~Vice ~~that~~President ~~our~~and ~~Business~~Chief ~~Combination~~Financial beOfficer, ~~with~~and ~~one~~4,000 orFounder ~~more~~Shares ~~target~~to ~~businesses~~Philip ~~that~~Han, ~~together~~the ~~have~~Company’s aExecutive ~~fair~~Vice ~~market~~President ~~value~~and ~~equal~~Chief Investment Officer. In September 2016, the Company’s Sponsor transferred 30,000 Founder Shares to each of the Company’s independent director nominees at ~~least~~their ~~80%~~original ofper share issue price. On September 15, 2016, we effected a pro rata share capitalization resulting in an increase in the total ~~balance~~number of Founder Shares outstanding from 5,750,000 to 6,250,000 in order to maintain the ~~Trust~~ownership ~~Account~~of ~~(less~~Founder ~~any~~Shares ~~deferred~~by ~~underwriting~~our ~~commissions~~Initial Shareholders at 20% of our issued and ~~taxes payable~~outstanding onshares ~~interest~~upon ~~earned)~~consummation atof the ~~time~~Public ofOffering. Following the Public Offering and the pro rata share capitalization, our ~~signing~~Sponsor aheld ~~definitive~~6,044,570 ~~agreement~~Founder inShares, ~~connection~~each ~~with~~of our ~~Business~~three ~~Combination~~independent directors owned 32,610 weFounder ~~will~~Shares, ~~obtain~~and anthe ~~opinion~~other ~~from~~individuals, anincluding ~~independent~~our ~~investment~~executive ~~banking~~officers, ~~firm~~held ~~that~~107,600 Founder isShares. aOn ~~member~~March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of ~~FINRA~~directors, orthe Company acquired 25,100 Founders Shares from anMr. Rosenblum ~~independent accounting~~and ~~firm~~concurrent therewith, in connection with Mr. Casey ~~respect~~Wasserman’s appointment to the ~~satisfaction~~board of directors, the Company re-issued such ~~criteria~~25,100 Founders Shares to Mr. Casey ~~Our~~Wasserman, ~~shareholders~~and ~~will~~our ~~not~~Sponsor besold ~~provided~~to ~~with~~Mr. Wasserman aan additional ~~copy~~7,500 Founders Shares and thereafter held 6,037,070 Founders Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of ~~such~~$24, ~~opinion~~from ~~nor~~two individuals ~~will~~no ~~they~~longer beproviding ~~able~~services to ~~rely~~the onCompany. The repurchase was consummated in July, 2017, at which time such ~~opinion.~~shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480,

~~Other~~32 than the two circumstances described above, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will

32Table of Contents

~~Table~~ and reducing the number of ~~Contents~~Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080. The Sponsor, executive officers, former and current independent directors, and individuals assisting the Company with the evaluation of investment opportunities who have been granted Founder Shares under the Plan, collectively are referred to herein as the “Initial Shareholders”).

The Founder Shares are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as public ~~determine~~shareholders, ~~fair~~except ~~market~~that: ~~value~~(i) the ~~based~~Founder onShares ~~standards~~are ~~generally~~subject ~~accepted~~to bycertain transfer restrictions; (ii) the ~~financial~~Initial ~~community.~~Shareholders ~~Such~~have ~~standards~~entered ~~used~~into ~~will~~a beletter ~~disclosed~~agreement with the Company, pursuant to which they have agreed (a) to waive their redemption rights with respect to their Founder Shares and the Public Shares in ~~our~~connection ~~tender~~with ~~offer~~the ~~documents~~completion orof ~~proxy~~a ~~solicitation~~Business ~~materials,~~Combination and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their asFounder ~~applicable~~Shares if the Company fails to complete a Business Combination on or prior to the Extension Date, ~~related~~although they will be entitled to ~~our~~liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within such time period; (iii) the Founder Shares are automatically convertible into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in the Company’s Articles; and (iv) the Founder Shares are subject to registration rights. Permitted transferees of the Initial Shareholders will be subject to the same obligations of the Initial Shareholders.

WePrivate ~~may issue additional Class A ordinary shares or preferred shares to complete our~~Placement ~~Business~~Warrants Combination or under an employee incentive plan after completion of our Business Combination. We may also issue Class A ordinary shares upon the conversion of the Class F ordinary shares at a ratio greater than one-to-one at the time of our Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

~~Our~~Simultaneously ~~amended~~with ~~and~~the ~~restated memorandum~~consummation ~~and articles~~ of ~~association~~the ~~will~~Public ~~authorize~~Offering, the ~~issuance~~Sponsor ofpurchased ~~up to 500~~7,000,000 ~~Class A~~warrants ~~ordinary~~at ~~shares,~~a ~~par~~price ~~value~~of $01.~~0001~~00 per ~~share~~ warrant, 20or $7,000,000 ~~Class F~~in ~~ordinary~~the ~~shares~~aggregate, ~~par~~in ~~value~~a ~~$0.0001~~Private ~~per~~Placement ~~share,~~(the ~~and~~“Private ~~5,000,000~~Placement ~~shares of undesignated preferred shares, par value $0~~Warrants”).~~0001~~ ~~per~~Each ~~share.~~Private AtPlacement ~~December 31,~~Warrant ~~2017,~~entitles ~~there~~the ~~were~~holder ~~455,500,000~~to ~~and~~purchase ~~13,756,520~~one ~~authorized but unissued~~ Class A ~~and Class F~~ ordinary ~~shares~~share ~~available, respectively,~~ for ~~issuance,~~$11.50 ~~which~~per ~~amount takes~~share. ~~into~~A ~~account~~portion ~~shares~~of ~~reserved~~the proceeds ~~for~~from ~~issuance~~the ~~upon~~sale ~~exercise~~ of ~~outstanding~~the ~~warrants~~Private ~~but~~Placement ~~not~~Warrants ~~upon~~were ~~the~~placed ~~conversion~~in of the ~~Class F~~Trust ~~ordinary~~Account. ~~shares~~The orproceeds ~~warrants~~of ~~that~~the ~~may~~sale ~~be issued upon conversion~~ of the ~~Sponsor~~Private ~~Convertible~~Placement ~~Note.~~Warrants ~~Class F ordinary~~held ~~shares~~in ~~are~~the ~~automatically~~Trust ~~convertible~~Account ~~into~~will ~~Class A~~be ~~ordinary~~used ~~shares~~to atfund the ~~time~~redemption of ~~our~~the ~~Business~~Company’s ~~Combination,~~Public ~~initially~~Shares (subject atto athe ~~one-for-one~~requirements ~~ratio~~of ~~but~~applicable ~~subject~~law), ~~to adjustment~~and asthe ~~set~~Private ~~forth~~Placement ~~herein.~~Warrants Aswill ofexpire ~~December 31,~~worthless ~~2017~~upon ~~there~~the ~~are~~liquidation noof ~~preferred~~the ~~shares issued and outstanding~~Company.

WeRegistration ~~may~~Rights issue a substantial number of additional Class A ordinary shares, and may issue preferred shares, in order to complete our Business Combination or under an employee incentive plan after completion of our Business Combination. We may also issue Class A ordinary shares upon conversion of the Class F ordinary shares at a ratio greater than one-to-one at the time of our Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination. The issuance of additional ordinary shares or preferred shares:

•The ~~may~~Company ~~significantly~~agreed to ~~dilute~~provide the ~~equity~~holders ~~interest~~ of ~~existing~~the ~~shareholders,~~Founder ~~which~~Shares ~~dilution~~and ~~would~~Private ~~increase~~Placement ifWarrants ~~the~~and ~~anti-dilution~~warrants ~~provisions~~that inmay ~~the~~be ~~Class~~issued Fupon conversion of working capital loans (and any ordinary shares ~~resulted~~issuable inupon the ~~issuance~~exercise of ~~Class~~the APrivate ~~ordinary~~Placement ~~shares~~Warrants onor warrants issued upon conversion of the working capital loans), with certain registration rights pursuant to a ~~greater~~registration ~~than~~rights ~~one-~~agreement signed on the Close Date requiring the Company to~~-one~~ ~~basis~~register ~~upon~~such ~~conversion~~securities for resale (in the case of the ~~Class~~Founder Shares, Fonly after conversion to the Company’s Class A ordinary shares;).

•PIPE ~~may~~Investment ~~subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;~~

•Concurrently ~~could~~with ~~cause~~the aexecution ~~change~~of inthe ~~control~~Business ifCombination aAgreement, ~~substantial~~the ~~number~~Company ofentered ~~ordinary~~into ~~shares~~subscription ~~are~~agreements ~~issued~~with certain investors, pursuant to which ~~may~~such ~~affect,~~investors ~~among~~have ~~other~~collectively ~~things~~subscribed for 5.5 million shares of common stock of the Company (following the Domestication) for an aggregate purchase price equal to $55.0 million (the “PIPE Investment”), $30.0 million ~~our~~of ~~ability~~which was proposed to ~~use~~be ~~our~~funded ~~net~~by ~~operating~~the ~~loss~~Sponsor ~~carry~~PIPE ~~forwards~~Entity, ifan ~~any,~~affiliate ~~and~~of ~~could~~the ~~result~~Sponsor. inThe ~~the~~PIPE ~~resignation~~Investment orwas ~~removal~~terminated as a result of ~~our~~the ~~present~~termination ~~officers~~of ~~and~~the ~~directors;~~Panavision/SIM Business Combination.

•Related ~~may~~Party ~~have~~Notes ~~the effect of delaying or preventing a change in control of the Company by diluting the share ownership or voting rights of a person seeking to obtain control of the Company; and~~

•Between ~~may~~Inception ~~adversely~~and ~~affect~~the ~~prevailing~~Close ~~market~~Date, ~~prices~~the ~~for~~Sponsor ~~our~~loaned ~~Class~~the ACompany ~~ordinary~~$250,000 ~~shares~~in ~~and/or~~unsecured ~~warrants~~promissory notes. The funds were used to ~~purchase~~pay ~~our~~up front ~~Class~~expenses Aassociated ~~ordinary~~with ~~shares~~the Public Offering. These notes were non-interest bearing and were repaid by netting against proceeds received from the Sponsor at the Close Date.

We33 ~~may be a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors.~~

IfTable we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of our Class A ordinary shares or Warrants who or that is for U.S. federal income tax purposes Contents

33On March 12, 2018, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”), pursuant to which the Company may borrow up to $1,000,000 from the Sponsor from time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the Maturity Date (as defined below). The Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. In connection with the Business Combination Agreement, the Sponsor has agreed to forfeit for no consideration any other rights to obtain the warrants issuable upon conversion of the Sponsor Convertible Note. Under the Sponsor Convertible Note, the Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by the Company’s board of directors and its audit committee on March 12, 2018. Executed on March 12, 2018, $500,000 was drawn under the Sponsor Convertible Note on March 20, 2018 and the remaining $500,000 was drawn under the Sponsor Convertible Note on August 2, 2018.

~~Table~~On September 26, 2018, the Company issued an unsecured promissory note (the “Sponsor Note”) pursuant to which the Company may borrow up to $1.5 million from Sponsor. The Sponsor Note bears interest at a rate of ~~Contents~~2.51% per annum and all unpaid principal under the Sponsor Note including accrued interest thereon will be due and payable in full on the earliest of (i) March 31, 2019, (ii) the effective date of an initial business combination, and (iii) the termination, for any reason, of the Business Combination Agreement (such earliest date, the “Maturity Date”), unless accelerated upon the occurrence of customary events of default. Under the Sponsor Note, Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the trust account established in connection with the Public Offering, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the trust account. The issuance of the Sponsor Note was approved by the Company’s board of directors and its audit committee on September 13, 2018. Executed on September 26, 2018, $500,000 was drawn under the Sponsor Note on October 5, 2018. Additionally, $500,000 was drawn under the Sponsor Note on November 13, 2018.

~~(i) an~~The ~~individual~~Company who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia or (iii) an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and ~~one or more U.S. persons have~~ the ~~authority~~Sponsor toare ~~control~~currently ~~all~~evaluating ~~substantial decisions of~~ the ~~trust~~treatment or (B) it has in effect a valid election to be treated as a U.S. person (a “U.S. holder”) , such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception, depending on the particular circumstances, the application of the ~~start-up~~ ~~exception~~Sponsor ~~may~~Convertible beNote ~~subject to uncertainty,~~ and ~~there~~Sponsor ~~can~~Note begiven ~~no assurance that we will qualify for~~ the ~~start-up exception. Accordingly, there can be no assurance~~Company’s ~~with~~planned ~~respect to our status as a PFIC for our current taxable year or any subsequent taxable year~~dissolution. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service, or IRS, may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Class A ordinary shares and Warrants.

WeAdditionally, ~~may reincorporate~~on inSeptember 21, ~~another~~2018, ~~jurisdiction~~the inCompany ~~connection~~and ~~with~~the ~~our~~Sponsor ~~Business~~amended ~~Combination~~the ~~and~~maturity date of the Sponsor Convertible Note. Pursuant to such ~~reincorporation~~amendment, ~~may~~all ~~result~~unpaid inprincipal ~~taxes~~under ~~imposed~~the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on ~~shareholders~~the Maturity Date, unless accelerated upon the occurrence of customary events of default.

WeDue ~~may, in connection with our Business Combination and subject~~ to ~~requisite~~Related ~~shareholder~~Party approval under the Companies Law, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

~~Resources~~Saban ~~could~~Capital beGroup ~~wasted~~LLC inis ~~researching~~an ~~acquisitions~~affiliate ~~that~~of ~~are~~the ~~not~~Sponsor ~~completed,~~ which ~~could~~advanced ~~materially~~various ~~adversely~~costs ~~affect~~on ~~subsequent~~behalf of the Company. Total related party advances ~~attempts~~amounted to ~~locate~~$24,918 ~~and~~for ~~acquire~~the oryear ~~merge~~ended ~~with~~December 31, ~~another~~2018 ~~business.~~and Ifwere wereported ~~are~~as ~~unable~~general toand ~~complete~~administrative ~~our~~expenses. ~~Business~~As ~~Combination~~of December 31, ~~our~~2018, ~~public~~the ~~shareholders~~amount ~~may~~due ~~receive~~to ~~only~~related party was $10222,940.00 ~~per~~Total ~~share,~~related orparty ~~possibly~~advances ~~less~~amounted ~~than~~to $~~10.00~~32,239 ~~per~~and the ~~share~~amount due were $3,502 onfor the ~~liquidation~~year ofended ~~our~~December 31, ~~Trust Account~~2017 and ~~our~~were ~~Warrants~~reported ~~will~~as ~~expire~~general ~~worthless~~administrative expenses.

WeAdministrative ~~anticipate~~Service ~~that~~Agreement the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our Business Combination, our public shareholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our Trust Account and our Warrants will expire worthless.

WeEffective ~~are~~September 15, ~~dependent~~2016, ~~upon~~the ~~our~~Company ~~executive~~entered ~~officers~~into ~~and~~an ~~directors.~~agreement ~~Our~~to ~~executive~~pay ~~officers~~monthly ~~and~~expenses ~~directors~~of ~~will~~$10,000 ~~allocate~~for ~~their~~office ~~time~~space, ~~to other~~administrative ~~businesses~~services ~~thereby~~and ~~causing~~support ~~conflicts~~services ~~of interest in their determination as~~ to ~~how~~an ~~much~~affiliate ~~time~~of tothe ~~devote~~Company’s ~~to our affairs~~Sponsor. The ~~departure~~agreement ofterminates ~~our~~upon ~~executive~~the ~~officers~~earlier orof ~~directors~~the orcompletion ~~these conflicts~~ of ~~interest could have~~ a ~~negative~~Business ~~impact~~Combination onor ~~our~~the ~~ability~~liquidation ~~to complete~~of ~~our~~the ~~Business Combination.~~

~~Our~~34 operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed our

34Table of Contents

~~Table~~ Company. For the year ended December 31, 2018, the Company incurred expenses of ~~Contents~~$120,000 under this agreement. For the year ended December 31, 2017, the Company incurred expenses of $120,000.

~~Business Combination~~5. InInvestments ~~addition,~~Held ~~our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result~~ in aTrust ~~conflict~~Account of interest in allocating their time between our operations and our search for a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our Business Combination. Moreover, certain of our directors and officers manage several investment vehicles. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

InAt ~~addition~~December 31, ~~certain~~2018 ~~of our executive officers~~ and ~~directors are employed by affiliates of our Sponsor~~2017, ~~which~~funds isin the ~~asset~~Trust ~~manager~~Account tototaled ~~various~~$216,480,408 ~~companies which make investments in industries we may target for our Business Combination. Our independent directors also serve as officers~~ and ~~board~~$251,721,796 ~~members~~respectively, ~~for other entities. If our executive officers’~~ and ~~directors’~~were ~~other~~held ~~business affairs require them to devote substantial amounts of time to such affairs~~ in ~~excess~~money market offunds. ~~their~~The ~~current~~Company ~~commitment~~used ~~levels~~$39,151,329 itof ~~could~~the ~~limit their~~funds ~~ability~~ to ~~devote~~redeem ~~time~~3,842,224 toshares ~~our~~of ~~affairs~~Class A ~~which~~stock ~~may have a negative impact~~ on ~~our~~September 21, ~~ability to complete our Business Combination~~2018.

Our ability to successfully effect our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our Business Combination6. ~~The loss of key personnel could~~Deferred ~~negatively~~Underwriting ~~impact~~Compensation ~~the operations and profitability of our post-combination business.~~

~~Our~~The ~~ability~~Company towas ~~successfully~~committed ~~effect~~to ~~our Business~~pay ~~Combination is dependent upon~~ the ~~efforts~~Deferred Discount of ~~our key personnel~~3.50% ~~The role~~ of ~~our key personnel in~~ the ~~target~~gross ~~business,~~proceeds ~~however,~~of ~~cannot presently be ascertained. It is possible that our key personnel may not be involved with~~ the ~~target~~Public ~~business~~Offering, ~~in senior management~~ or ~~advisory positions following our Business Combination~~$8,750,000, itto ~~is likely that some or all of~~ the ~~management~~underwriters ofupon the ~~target~~Company’s ~~business~~completion ~~will~~of ~~remain~~a inBusiness ~~place~~Combination. ~~While~~The weunderwriters ~~intend~~are tonot ~~closely~~entitled ~~scrutinize~~to receive any ~~individuals~~of wethe ~~engage after~~interest ~~our~~earned ~~Business~~on ~~Combination,~~Trust weAccount ~~cannot assure you~~ that ~~our~~would ~~assessment~~be ofused ~~these individuals will prove~~ to bepay ~~correct. These individuals may be unfamiliar with~~ the ~~requirements~~Deferred ~~of operating a company regulated by the SEC~~Discount, ~~which~~and no ~~could~~Deferred ~~cause~~Discount usis ~~to have~~payable to ~~expend~~the ~~time~~underwriters ~~and~~since ~~resources~~the ~~helping~~Business ~~them~~Combination ~~become~~will ~~familiar~~not ~~with~~be ~~such requirements~~completed.

~~Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination~~7. ~~These~~Shareholders’ ~~agreements~~Equity may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

~~Our key personnel may be able to remain with the Company after the completion of our Business Combination only if they are able to negotiate employment or consulting agreements in connection with the~~Class ~~Business Combination.~~A ~~Such~~Ordinary ~~negotiations~~Shares would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties to us under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our Business Combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our Business Combination.

35The Company is authorized to issue 500,000,000 Class A ordinary shares. Holders of Class A ordinary shares are entitled to one vote for each held on all matters to be voted on by shareholders.

~~Table~~On September 18, 2018, we held an Extraordinary General Meeting, pursuant to which, among other things, our shareholders approved the Extension Amendment. In connection with vote to approve the Extension Amendment, the holders of ~~Contents~~3,842,224 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.19 per share, for an aggregate redemption amount of $39.15 million.

WeAt December 31, ~~may~~2018, ~~have~~there awere ~~limited~~25,000,000 ~~ability~~Class A toordinary ~~assess~~shares ~~the~~issued ~~management~~and ofoutstanding a(Public ~~prospective target business and~~Shares), asof awhich ~~result~~19, ~~may~~517,097 ~~affect~~shares ~~our~~were ~~Business~~subject ~~Combination~~to ~~with~~possible aredemption ~~target~~and ~~business~~are ~~whose~~classified ~~management~~outside ~~may~~of ~~not~~shareholders’ ~~have~~equity on the ~~skills, qualifications or abilities to manage a public company~~balance sheet.

~~When~~Class F ~~evaluating~~Ordinary ~~the~~Shares desirability of effecting our Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the Business Combination contained an actionable material misstatement or material omission.

The ~~officers~~Company ~~and~~is ~~directors~~authorized ofto anissue ~~acquisition~~20,000,000 ~~candidate~~Class F ~~may~~ordinary ~~resign upon completion of our Business Combination~~shares. ~~The~~Holders ~~departure~~ of athe ~~business combination target~~Company’s ~~key~~Class F ~~personnel~~ordinary ~~could~~shares ~~negatively~~are entitled ~~impact~~to ~~the~~one ~~operations~~vote ~~and~~for ~~profitability~~each ofordinary ~~our~~share. ~~post-combination~~Class F ~~business.~~ordinary ~~The~~shares ~~role~~are ofautomatically anconverted ~~acquisition~~to ~~candidate’s~~Class A ~~key~~common ~~personnel~~shares ~~upon~~on a one-for-one basis at the ~~completion~~time of ~~our~~a Business Combination, ~~cannot~~subject ~~be ascertained~~to atcertain ~~this time~~adjustments. ~~Although~~The weInitial ~~contemplate~~Shareholders, ~~that~~the ~~certain~~sole ~~members~~holders of anClass F ~~acquisition~~ordinary ~~candidate’s~~shares ~~management~~(“Founder ~~team~~Shares”) ~~will~~have ~~remain~~agreed ~~associated~~not ~~with~~to ~~the acquisition candidate following our Business Combination~~transfer, itassign isor ~~possible~~sell ~~that~~any ~~members~~Class F ofordinary ~~the~~shares ~~management~~during ofthe anlock ~~acquisition~~up ~~candidate~~period, ~~will~~subject ~~not wish~~ to ~~remain~~certain ~~in place~~exceptions.

~~Certain~~On ofJune 26, ~~our~~2017, ~~officers~~the ~~and~~Company ~~directors~~entered ~~are~~into ~~now,~~agreements ~~and~~to ~~all~~repurchase of6,520 Class F ~~them~~ordinary ~~may~~shares inat the ~~future~~ ~~become~~initial purchase price, ~~affiliated~~for ~~with~~the ~~entities~~total ~~engaged~~sum inof ~~business~~$24, ~~activities~~from ~~similar~~two toindividuals ~~those~~no ~~intended~~longer providing services to bethe ~~conducted~~Company. byThe usrepurchase ~~and~~was consummated in July, ~~accordingly~~2017, ~~may~~at ~~have~~which ~~conflicts~~time such shares were treated as cancelled, reducing the number of ~~interest~~issued inand ~~determining~~outstanding Class F ordinary shares to ~~which~~6,243,480. ~~entity~~At aDecember 31, ~~particular~~2018, ~~business~~there ~~opportunity~~were ~~should~~6,243,480 ~~be presented~~Class F ordinary shares issued and outstanding.

~~Until~~Preferred weShares consummate our Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and officers and directors are, or may in the future become, affiliated with entities that are engaged in a similar business. Moreover, certain of our directors and officers and affiliates of our Sponsor manage several investment vehicles.

~~Our officers and directors also may become aware of business opportunities which may be appropriate for~~The ~~presentation~~Company tois usauthorized ~~and the other entities~~ to ~~which~~issue ~~they~~5,000,000 ~~owe~~preferred ~~certain fiduciary or contractual duties~~shares. ~~Accordingly,~~The ~~they~~Company’s ~~may~~board ~~have conflicts~~ of ~~interest~~directors inhas ~~determining~~the authority to ~~which~~determine ~~entity~~the avoting ~~particular~~rights, ~~business~~if ~~opportunity~~any, ~~should~~designations, bepowers, ~~presented.~~preferences, ~~These conflicts may not be resolved in our favor~~ and athe ~~potential target business may be presented to another entity prior to its presentation to us~~relative, ~~subject to his or her fiduciary duties to us under Cayman Islands law.~~ participating,

~~For~~35 a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance,” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

OurTable officers,of directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. Contents

We optional ~~have~~or ~~not~~other ~~adopted~~special arights ~~policy~~and ~~that~~any ~~expressly~~qualifications, ~~prohibits~~limitations ~~our~~and ~~directors,~~restrictions ~~officers~~thereof, ~~security~~applicable ~~holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment~~ to bethe ~~acquired~~preferred orshares ~~disposed~~ of byeach usseries. orThe inboard ~~any~~of ~~transaction~~directors ~~to which we are a party or have an interest. In fact~~may, wewithout ~~may enter into a Business Combination with a target business that is~~shareholder ~~affiliated with our Sponsor~~approval, ~~our~~issue ~~directors~~preferred orshares ~~officers.~~with ~~Nor~~voting doand weother ~~have~~rights ~~a policy~~ that ~~expressly~~could ~~prohibits~~adversely ~~any~~affect ~~such~~the ~~persons~~voting ~~from~~power ~~engaging~~and ~~for~~other ~~their~~rights ~~own~~of ~~account~~the inholders ~~business~~of ~~activities~~Public ofShares, ~~the~~and ~~types~~which ~~conducted~~could byhave usanti-takeover effects. ~~Accordingly~~At December 31, ~~such~~2018, ~~persons~~there orwere ~~entities~~no ~~may~~preferred ~~have~~shares aissued ~~conflict~~or ~~between their interests and ours~~outstanding.

368. Quarterly Financial Information (Unaudited)

~~Table~~Following are the Company’s unaudited quarterly statements of ~~Contents~~operations for the period ended March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. The Company has prepared the quarterly data on a consistent basis with the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K and, in the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations for these periods. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. These quarterly operating results are not necessarily indicative of the Company’s operating results for any future period.

In particular, affiliates of our Sponsor have invested in the areas of traditional and digital media, entertainment, communications and consumer brands. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.


	For the Three Months Ended March 31, 2018					For the Three Months Ended June 30, 2018						For the Three Months Ended September 30, 2018						For the Three Months Ended December 31, 2018
	Class A		Class F			Class A			Class F			Class A			Class F			Class A		Class F
Revenue:
Interest Income	$	721,956	$	—		$	957,034		$	—		$	1,121,940		$	—		$	1,109,010	$	—

Operating expenses:
Professional fees and other expenses	$	352,493	$	88,031		$	1,198,674		$	299,356		$	3,763,134		$	949,317		$	807,012	$	238,143
Interest expense	$	408	$	102		$	1,955		$	488		$	3,237		$	817		$	7,691	$	2,269

Numerator:
Allocation of net income/(loss)	$	369,055	$	(88,133	)	$	(243,595	)	$	(299,844	)	$	(2,644,431	)	$	(950,134	)	$	294,307	$	(240,412	)

Denominator:
Weighted average ordinary shares outstanding:		25,000,000		6,243,480			25,000,000			6,243,480			24,749,422			6,243,480			21,157,776		6,243,480
Basic and diluted net income/(loss)	$	0.01	$	(0.01	)	$	(0.01	)	$	(0.05	)	$	(0.11	)	$	(0.15	)	$	0.01	$	(0.04	)

	For the Three Months Ended March 31, 2017					For the Three Months Ended June 30, 2017						For the Three Months Ended September 30, 2017						For the Three Months Ended December 31, 2017
	Class A		Class F			Class A			Class F			Class A			Class F			Class A		Class F
Revenue:
Interest Income	$	210,968	$	—		$	335,299		$	—		$	510,478		$	—		$	569,099	$	—

Operating expenses:
Professional fees and other expenses	$	178,010	$	44,502		$	100,175		$	25,043		$	138,285		$	34,542		$	152,274	$	38,029
Organizational costs	$	—	$	—		$	—		$	—		$	—		$	—		$	—	$	—

Numerator:
Allocation of net income/(loss)	$	32,958	$	(44,502	)	$	235,124		$	(25,043	)	$	372,193		$	(34,542	)	$	416,825	$	(38,029	)

Denominator:
Weighted average ordinary shares outstanding:		25,000,000		6,250,000			25,000,000			6,250,000			25,000,000			6,244,756			25,000,000		6,243,480
Basic and diluted net income/(loss)	$	0.00	$	(0.01	)	$	0.01		$	(0.00	)	$	0.01		$	(0.01	)	$	0.02	$	(0.01	)

We36 may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

InTable light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers and directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described at “Item 10. Directors, Executive Officers and Corporate Governance,” Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Business Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a Business Combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our Company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Contents

~~Since~~9. ~~our~~Subsequent ~~Sponsor~~Events will lose its entire investment in us if our Business Combination is not completed, a conflict of interest may arise in determining whether a particular target business is appropriate for our Business Combination.

In April 2016, our Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2016, our Sponsor transferred 30,000 Founder Shares to each of our independent directors at their original per share issue price. In August 2016, we repurchased 99,000 Founder Shares from our Sponsor at their original per share issuance price and subsequently issued such number of Founder Shares pursuant to the Plan for the same per share price to certain individuals who will assist in the evaluation of investment opportunities. On ~~September 15,~~January ~~2016~~28, ~~we effected a pro rata share capitalization resulting in an increase in the total number of Founder Shares outstanding from 5~~2019,~~750,000~~ ~~to 6,~~$250,000 ~~in order to maintain the ownership~~ of ~~Founder Shares by our Initial Shareholders at 20% of our issued and outstanding shares. In March 2017,~~ the ~~Sponsor sold 7,~~$500 ~~Founder Shares at cost to Casey Wasserman in connection with his appointment to our board of directors and thereafter~~, ~~Sponsor held 6,037,070 Founder Shares. The Founder Shares will be worthless if we do not complete a Business Combination. In addition, our Sponsor purchased 7,~~000~~,000~~ ~~Private~~available Placement Warrants, each exercisable for one Class A ordinary share at $11.50 per share (subject to adjustments as described herein), for a purchase price of $7,000,000, or $1.00 per warrant, and may convert any amounts outstanding under the Sponsor ~~Convertible~~ Note, upexecuted toon $1September 26,~~000,000~~ in2018 ~~the~~was ~~aggregate, into warrants with terms that are identical to the Private Placement Warrants at a conversion price of $1~~drawn.00 ~~per warrant. The Private Placement Warrants and any warrants issued upon conversion of the Sponsor Convertible Note will also be worthless if we do not complete a business combination.~~

~~The~~On ~~Founder~~February 28, ~~Shares~~2019, ~~are~~the ~~identical~~Company entered into a Termination Agreement, pursuant to which, among other things, the ~~Class A~~Business ~~ordinary~~Combination Agreement ~~shares~~was ~~included~~terminated. inAs a result of the ~~Units~~termination ~~except~~of ~~that:~~the ~~(i)~~Business Combination Agreement and the March 31, 2019 deadline for the ~~Founder~~Company ~~Shares~~to ~~are subject~~consummate a Business Combination, pursuant to ~~certain~~its ~~transfer~~Amended ~~restrictions;~~and Restated Memorandum and Articles of Association, the Company (ii1) ~~our~~has ~~Initial~~ceased ~~Shareholders~~all ~~have~~operations ~~entered~~except ~~into~~for the purpose of winding up, (2) we intend to redeem all of its issued and outstanding Public Shares at a ~~letter~~per-share ~~agreement~~price, ~~with~~payable usin cash, ~~pursuant~~equal to the aggregate amount then on deposit in the Trust Account, including interest (which ~~they~~interest ~~have~~shall ~~agreed~~be net of taxes payable, and less $50,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, on April 1, 2019, and (a3) we intend to, ~~waive~~as ~~their~~promptly ~~redemption~~as ~~rights~~reasonably ~~with~~possible ~~respect~~following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

37We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds held outside the Trust Account, although such funds will likely not be sufficient for such purpose. We have requested that the Trustee release to us an additional amount of $50,000 of the accrued interest to pay a portion of such costs and expenses. We are in the process of negotiating the payment of all remaining costs and expenses owed to third parties. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by public shareholders will not be substantially less than $10.00.

~~Table~~Management has performed an evaluation of ~~Contents~~subsequent events through the date of issuance of the consolidated financial statements, noting no other items which require adjustments or disclosure as of December 31, 2018.

~~their~~37 Founder Shares and any Public Shares owned in connection with the completion of our Business Combination and (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Business Combination within 24 months after the Close Date, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our Business Combination within such time period and (iv) the Founder Shares are automatically convertible into Class A ordinary shares at the time of our Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (iv) the Founder Shares are subject to registration rights.

TheTable personal and financial interests of our Initial Shareholders, including our officers and directors may influence their motivation in identifying and selecting a target business, completing a Business Combination and influencing the operation of the business following the Business Combination. Since our Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our Business Combination is not completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our Business Combination. This risk may become more acute as the 24 month anniversary of the Close Date nears, which is the deadline for the completion of our Business Combination. Contents

WeItem ~~may~~9. ~~issue~~Changes ~~notes~~in orand ~~other~~Disagreements ~~debt~~With ~~securities,~~Accountants oron ~~otherwise~~Accounting ~~incur substantial debt, to complete a Business Combination, which may adversely affect our leverage~~ and ~~financial~~Financial ~~condition and thus negatively impact the value of our shareholders’ investment in us~~Disclosure.

Although we have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur debt, we may choose to incur substantial debt to complete our Business CombinationNone. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•Item ~~default~~9A. Controls and ~~foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations;~~Procedures.

•Disclosure ~~acceleration~~Controls ~~of our obligations to repay the indebtedness even if we make all principal~~ and ~~interest~~Procedures ~~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;~~

•Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our ~~immediate~~reports ~~payment~~filed or submitted under the Securities Exchange Act of ~~all~~1934, ~~principal~~as amended (the “Exchange Act”) is recorded, processed, summarized and ~~accrued~~reported ~~interest~~within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, ifwithout ~~any~~limitation, ifcontrols and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the ~~debt~~Exchange ~~security~~Act is ~~payable~~accumulated onand ~~demand;~~communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

•As of December 31, 2018, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our ~~inability~~Chief toExecutive ~~obtain~~Officer ~~necessary~~and ~~additional~~Chief ~~financing~~Financial ifOfficer carried out an evaluation of the ~~debt~~effectiveness ~~security~~of ~~contains~~the ~~covenants~~design ~~restricting~~and operation of our ~~ability~~disclosure tocontrols ~~obtain~~and ~~such~~procedures. ~~financing~~Based ~~while~~upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)under the ~~debt~~Exchange ~~security~~Act) iswere ~~outstanding;~~effective.

•Internal ~~our~~Control ~~inability~~over toFinancial ~~pay~~Reporting ~~dividends on our ordinary shares;~~

•Management ~~using~~is aresponsible ~~substantial~~for ~~portion~~establishing ofand ~~our~~maintaining ~~cash~~adequate ~~flow~~internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to ~~pay~~provide ~~principal~~reasonable ~~and~~assurance ~~interest~~regarding onthe ~~our~~reliability ~~debt,~~of ~~which~~financial ~~will~~reporting ~~reduce~~and the ~~funds~~preparation of ~~available~~financial statements for ~~dividends~~external onpurposes ~~our~~in ~~ordinary~~accordance ~~shares~~with ifaccounting ~~declared,~~U.S. ~~expenses~~principles generally accepted. Because of its inherent limitations, ~~capital~~internal ~~expenditures~~control over financial reporting may not prevent or detect misstatements. Also, ~~acquisitions~~projections of ~~and~~any ~~other~~evaluation ~~general~~of ~~corporate~~effectiveness ~~purposes;~~to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

•Management ~~limitations~~conducted, onunder the supervision of our ~~flexibility~~President inand ~~planning~~Chief ~~for~~Executive Officer and ~~reacting~~Chief toFinancial ~~changes~~Officer, inan evaluation of the effectiveness of our ~~business~~internal ~~and~~control inover financial reporting based on the ~~industry~~framework in ~~which~~Internal weControl ~~operate;~~– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management concluded that our internal control over financial reporting was effective as of December 31, 2018.

•This ~~increased~~Annual ~~vulnerability~~Report toon ~~adverse~~Form 10-K does ~~changes~~not ininclude ~~general~~an ~~economic,~~attestation ~~industry~~report ~~and~~of ~~competitive~~our ~~conditions~~independent registered ~~and~~public ~~adverse~~accounting ~~changes~~firm indue ~~government~~to ~~regulation;~~a ~~and~~transition period established by rules of the SEC for newly public companies.

•During ~~limitations~~the onmost recently ~~our~~completed ~~ability~~fiscal toquarter, ~~borrow~~there ~~additional~~has ~~amounts~~been ~~for~~no ~~expenses,~~change ~~capital~~in ~~expenditures,~~our ~~acquisitions,~~internal ~~debt~~control ~~service~~over ~~requirements~~financial reporting, ~~execution~~as ofdefined ~~our~~in Rules 13a-15(f) and 15d-15(f) under ~~strategy~~the ~~and~~Exchange ~~other~~Act ~~purposes~~that ~~and~~has ~~other~~materially ~~disadvantages~~affected, ~~compared~~or is reasonably likely to ~~our~~materially ~~competitors~~affect, ~~who~~our ~~have~~internal ~~less~~control over ~~debt~~financial reporting.

38Item 9B. Other Information.

~~Table~~None. ~~of Contents~~

We38 may only be able to complete one Business Combination with the proceeds of our Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

WeTable may effectuate our Business Combination with a single target business, or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our Business Combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: Contents

•PART ~~solely~~III ~~dependent upon the performance of a single business, property or asset; or~~

•Item ~~dependent~~10. ~~upon~~Directors, ~~the~~Executive ~~development~~Officers orand ~~market~~Corporate ~~acceptance of a single or limited number of products, processes or services~~Governance.

~~This~~Our ~~lack~~current ofdirectors ~~diversification may subject us to numerous economic, competitive~~ and ~~regulatory~~executive ~~risks,~~officers ~~any~~are oras ~~all~~follows: ~~of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.~~

We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.


Name	Age	Title
Haim Saban	74	Chairman
Adam Chesnoff	53	Director, President and Chief Executive Officer
James A. Rasulo	62	Director
Chase Carey	65	Director
Casey Wasserman	44	Director
Greg Ivancich	50	Chief Financial Officer
Philip Han	49	Executive Vice President and Chief Investment Officer
Niveen Tadros	45	Executive Vice President and General Counsel

IfOur ~~we determine to simultaneously acquire multiple businesses that are owned by different sellers~~directors, wedirector ~~will~~nominees ~~need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us,~~ and ~~delay~~executive ~~our~~officers ability, to complete our Business Combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are ~~multiple~~as ~~sellers)~~follows: and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

WeMr. Haim ~~may~~Saban ~~attempt~~has served as Chairman of the board of directors of the Company since September 15, 2016. Mr. Saban has served as Chairman and Chief Executive Officer of Saban Capital, the general partner of the controlling equity owner of Sponsor (“Saban Capital”), since 2002 and as a member of the board of certain Saban Capital affiliated non-public entities, including Sponsor. Mr. Saban also has served as Chairman of the Board of Directors of Univision Communications since 2007. Mr. Saban also serves on boards of certain Saban Capital affiliated entities. From June 1997 to ~~complete~~October 2001, Mr. Saban served as Chairman and Chief Executive Officer of Fox Family Worldwide. Mr. Saban’s qualifications to serve as our ~~Business~~Chairman ~~Combination~~include ~~with~~over forty ayears ~~private~~of ~~company~~experience ~~about~~investing ~~which~~and ~~little~~operating ~~information~~publicly islisted ~~available~~and privately held companies around the world. In addition, ~~which~~Mr. Saban ~~may~~previously served on the Board of Directors of ProSiebenSat.1 Media AG as chairman of the supervisory board, ~~result~~Television Francaise 1, the largest commercial broadcaster in France and DirecTV, Inc. Since April 29, 2016, Mr. Saban has been a ~~Business~~member ~~Combination~~of ~~with~~the Board of Directors of LA2028 (formerly LA 2024), a ~~company~~501(c)(3) ~~that~~originally working to secure the City of Los Angeles’ to host the 2024 Olympic and Paralympic Games, and currently working to support the 2028 games to be hosted in Los Angeles. Mr. Saban also serves on the national and regional board of Friends of the Israel Defense Forces. Mr. Saban is ~~not~~an asofficer ~~profitable~~and a member of the board of directors of the Saban Family Foundation and is an officer of the Cheryl Saban Self-Worth Foundation for Women and Children. Mr. Saban is well-qualified to serve as wea ~~suspected~~director because of his business expertise, ifincluding atin ~~all~~the media and entertainment industries.

InMr. Adam Chesnoff has ~~pursuing~~served ~~our~~as ~~acquisition~~President and Chief Executive Officer and a director of the Company since March 2016. Mr. Chesnoff also has served as the President and Chief Operating Officer of Saban Capital since 2002, and as a member of ~~strategy~~the boards of several of Saban Capital’s affiliated non-public companies, weincluding ~~may~~Sponsor. ~~seek~~Mr. Chesnoff tohas ~~effectuate~~served ~~our~~as ~~Business~~a ~~Combination~~member ~~with~~of board of directors of Partner Communications (Chairman) since 2013, a ~~privately~~member ~~held~~of ~~company~~the board of directors of Celestial Tiger Entertainment Ltd. ~~Very~~since ~~little~~2012, ~~public~~as ~~information~~a ~~generally~~member ~~exists~~of ~~about~~the ~~private~~board ~~companies~~of directors of Univision Communications from 2007 through January, 2018, and wesince ~~could~~May be2018. ~~required~~From February 1997 to ~~make~~October ~~our~~2001, Mr. Chesnoff ~~decision~~served onas ~~whether~~Vice President of Fox Family Worldwide. Mr. Chesnoff’s qualifications to ~~pursue~~serve as a ~~potential Business~~director ~~Combination~~include serving on boards of directors of public and private companies around the ~~basis~~world. Mr. Chesnoff previously served on the boards of ~~limited~~directors ~~information~~of ProSiebenSat.1 Media AG, ~~which~~Bezeq ~~may~~The ~~result~~Israeli inTelecommunication Corp Ltd. and Media Nusantara Cinta Tbk. Mr. Chesnoff holds a ~~Business~~B.A. ~~Combination~~in ~~with~~Economics and Management from Tel Aviv University and an M.B.A. from the University of California, Los Angeles. Mr. Chesnoff is an officer and a ~~company~~member ~~that~~of the board of directors of the Saban Family Foundation and is ~~not~~an asofficer ~~profitable~~of the Cheryl Saban Self-Worth Foundation for Women and Girls. Mr. Chesnoff is well-qualified to serve as weone ~~suspected,~~of ifthe atCompany’s ~~all~~directors because of his business experience in the entertainment industry.

~~Our~~Mr. Chase ~~management~~Carey has ~~may~~served ~~not~~as bea ~~able~~director ~~to maintain control~~ of athe ~~target~~Company ~~business~~since September 15, ~~after~~2016. ~~our Business Combination~~Mr. Carey Wehas ~~cannot~~served ~~provide~~as ~~assurance~~Chairman ~~that,~~of ~~upon~~the ~~loss~~Board of ~~control~~ Directors of aDelta ~~target~~Topco ~~business,~~Limited ~~new~~and ~~management~~Formula ~~will~~One ~~possess~~Management ~~the~~Limited ~~skills,~~since ~~qualifications or abilities necessary to profitably operate such business.~~

We39 may structure a Business Combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will

39Table of Contents

~~Table~~ September 2016 and as Chief Executive Officer of ~~Contents~~Formula One Management Limited since January 2017. Mr. Carey has also served as a Director of Sky, Plc. since January 2013. Mr. Carey has served as Vice Chairman of 21st Century Fox since July 2016. Mr. Carey served as the President and Chief Operating Officer of 21st Century Fox. Mr. Carey also served as Deputy Chairman of the Board of Directors of 21st Century Fox from 2009 to 2015 and as Executive Vice Chairman from July 2015 to June 2016. Previously, Mr. Carey was President and Chief Executive Officer of DIRECTV, Inc., where he led the operations and strategic direction of the DIRECTV, Inc. companies—which include DIRECTV in the United States and DIRECTV Latin America. Mr. Carey was elected to the position in 2003 by the company’s Board of Directors. Mr. Carey also served on The DIRECTV, Inc. Group Board of Directors. Prior to joining DIRECTV, Inc., Mr. Carey was co-Chief Operating Officer of News Corporation (now known as 21st Century Fox) and Chairman and Chief Executive Officer of the Fox Television Group. Mr. Carey holds a BS in Math and Economics from Colgate University and an MBA from Harvard Business School. Mr. Carey is also a Trustee Emeritus at Colgate University. Mr. Carey is well-qualified to serve as a director because of his business expertise, including in the media, entertainment and sports industries.

Mr. James ~~only~~Rasulo has ~~complete~~served ~~such~~as a ~~Business~~director ~~Combination~~of if the ~~post-transaction~~Company ~~company~~since ~~owns~~September 15, or2016. ~~acquires~~Mr. Rasulo ~~50%~~has orserved ~~more~~as a member of the ~~outstanding~~board ~~voting~~of ~~securities~~directors of the ~~target~~Los orAngeles ~~otherwise~~Philharmonic ~~acquires~~since a2006 ~~controlling interest~~and inas ~~the~~Chairman ~~target~~since ~~sufficient~~September 20, ~~for~~2016. Since usJune ~~not~~2008, toMr. Rasulo behas ~~required~~served ~~to register~~ as an ~~investment~~Executive ~~company~~Committee ~~under~~Member of the ~~Investment~~Los ~~Company~~Angeles ~~Act~~Philharmonic. WeMr. Rasulo ~~will~~also ~~not~~serves ~~consider~~on ~~any~~the ~~transaction~~National ~~that~~Board ~~does~~of ~~not~~Governors ~~meet~~of ~~such criteria. Even if~~ the ~~post-transaction~~Boys ~~company~~and ~~owns~~Girls ~~50% or~~Club ~~more~~ of ~~the~~America, ~~voting~~where ~~securities~~he ofchairs the ~~target,~~marketing committee. ~~our~~Mr. Rasulo ~~shareholders~~was ~~prior~~previously toemployed ~~the~~by ~~Business~~The ~~Combination~~Walt ~~may~~Disney ~~collectively~~Company ~~own~~and aits ~~minority~~affiliates ~~interest~~commencing in ~~the~~1986. ~~post~~He ~~Business~~served ~~Combination~~as ~~company,~~Chief ~~depending~~Financial onOfficer ~~valuations~~and ~~ascribed~~Senior toExecutive ~~the~~Vice ~~target~~President ~~and~~of usThe inWalt ~~the Business~~Disney ~~Combination~~Company ~~transaction~~from 2010 to 2015. ~~For~~From ~~example~~2002 to 2010, weMr. Rasulo ~~could~~served ~~pursue~~as aChairman ~~transaction~~of inWalt ~~which~~Disney weParks ~~issue~~and aResorts, ~~substantial~~and ~~number~~as Chairman/CEO of ~~new~~Euro ~~ordinary~~Disney ~~shares~~SCA infrom ~~exchange~~1998 ~~for~~to ~~all~~2002. ofHe ~~the~~was ~~outstanding~~senior ~~capital~~vice ~~stock~~president of aCorporate ~~target.~~Alliances Infrom ~~this~~1993 ~~case~~to 1995, weorganizing ~~would~~the ~~acquire~~sponsorship aactivities ~~100%~~into a ~~interest~~company-wide instrategic ~~the~~business ~~target~~unit. ~~However,~~Mr. Rasulo first joined The Walt Disney Company in 1986 as adirector ~~result~~and oflater ~~the~~became ~~issuance~~senior vice president of aCorporate ~~substantial~~Strategic ~~number~~Planning ofwhere ~~new~~he ~~ordinary~~led ~~shares,~~strategy ~~our~~development ~~shareholders~~for ~~immediately~~all ~~prior~~real toestate-based businesses ~~such~~in ~~transaction~~The ~~could~~Walt ~~own~~Disney ~~less~~Company ~~than~~portfolio. aMr. Rasulo ~~majority~~also spent three years with Disney Regional Entertainment where he was part of ~~our~~the ~~outstanding~~development ~~ordinary~~of ~~shares~~ESPN ~~subsequent~~Zone. Prior to ~~such transaction.~~joining InThe ~~addition~~Walt Disney Company, ~~other~~Mr. Rasulo ~~minority~~worked ~~shareholders~~for ~~may~~Chase Manhattan ~~subsequently~~Bank ~~combine~~in ~~their~~1978 ~~holdings~~as ~~resulting~~an inexchange arate/interest ~~single~~rate ~~person~~forecaster, orand ~~group~~then ~~obtaining~~in a1984 ~~larger~~became ~~share~~a manager of ~~the~~corporate ~~company’s~~planning ~~stock~~for ~~than~~the weMarriott ~~initially~~Corporation. ~~acquired~~Mr. Rasulo ~~Accordingly,~~holds ~~this~~a ~~may~~degree ~~make~~in itEconomics ~~more~~from Columbia University and an MA in Economics ~~likely~~and ~~that~~MBA ~~our~~from ~~management~~the ~~will~~University ~~not~~of beChicago. ~~able~~Mr. Rasulo is well-qualified to ~~maintain~~serve ~~our~~as ~~control~~a director because of his business experience in the ~~target~~entertainment ~~business~~industry.

WeMr. Casey doWasserman has ~~not~~served ~~have~~as a ~~specified~~director ~~maximum~~of ~~redemption~~the Company since ~~threshold~~March 16, 2017. ~~The~~Casey ~~absence~~Wasserman is the Chairman and Chief Executive Officer of ~~such~~Wasserman, a ~~redemption~~leading ~~threshold~~sports, ~~may~~entertainment ~~make~~and itlifestyle ~~possible~~marketing ~~for~~and usmanagement agency that represents brands, properties and talent on a global basis. Mr. Wasserman is the Chairman of the 2028 Los Angeles Games, a position held since 2014 when Los Angeles Mayor Eric Garcetti appointed Mr. Wasserman to ~~complete~~head the city’s now successful Olympic and Paralympic host efforts. Mr. Wasserman also serves as President and CEO of the Wasserman Foundation, a ~~Business~~private ~~Combination~~family ~~with~~foundation ~~which~~founded in 1952 by his grandparents Lew and Edie Wasserman. The foundation currently funds in the areas of education, arts and culture, service and global initiatives. Mr. Wasserman is a ~~substantial~~Trustee ~~majority~~of the Los Angeles County Museum of ~~our~~Art, ~~shareholders~~and doa ~~not~~board ~~agree~~member of several renowned philanthropic organizations including The Jules Stein Eye Institute, The LBJ Presidential Library and The Motion Picture Television Fund. Wasserman serves on the boards of directors of Activision Blizzard, Inc. and the digital media company, Vox Media, Inc. He holds a B.A. in Political Science from UCLA and resides in Los Angeles. Mr. Wasserman is well-qualified to serve as a director because of his expertise in the entertainment, sports and lifestyle marketing and business related experience.

Our amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except 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, such that we do not then become subject to the SEC’s “penny stock” rules, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business CombinationMr. Greg AsIvancich ahas ~~result,~~served weas ~~may~~Chief beFinancial ~~able~~Officer ~~to complete our Business Combination even though a substantial majority~~ of ~~our public shareholders do not agree with~~ the ~~transaction~~ ~~and~~Company ~~have~~since ~~redeemed~~May their shares or, if we seek shareholder approval of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, have entered into privately2018. ~~negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates~~Mr. Ivancich Inhas ~~the~~served ~~event~~as ~~the~~CFO ~~aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the~~Saban ~~proposed~~Capital ~~Business~~since ~~Combination~~March ~~exceed~~2018. ~~the~~Mr. Ivancich ~~aggregate~~joined ~~amount~~Saban ofCapital ~~cash~~from ~~available~~Exeter toProperty usGroup, wea ~~will~~Pennsylvania-based ~~not~~real ~~complete~~estate ~~the~~private ~~Business~~equity ~~Combination~~firm ~~or redeem any shares~~(“Exeter”), ~~all ordinary~~where ~~shares~~he ~~submitted~~served ~~for~~as ~~redemption~~Principal ~~will be returned to the holders thereof,~~ and ~~we instead may search for an alternate Business Combination.~~ a

~~The~~40 ~~exercise price for the Warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the Warrants are more likely to expire worthless.~~

TheTable exercise price of the Warrants is higher than is typical with many similar blank check companies. Historically, the exercise price of a warrant was generally a fraction of the purchase price of the Units in the initial public offering. The exercise price for our Warrants is $11.50 per share, subject to adjustments as described herein. As a result, the Warrants are less likely to ever be in the money and more likely to expire worthless. Contents

In founding ~~order~~partner of Exeter’s international business from April 2013 to ~~effectuate~~March a2018 ~~Business Combination,~~and ~~blank~~held ~~check~~roles ~~companies~~overseeing ~~have~~financial reporting, capital raising, operations and acquisitions in the ~~recent~~US ~~past~~and Europe. Prior to Exeter, ~~amended~~Mr. Ivancich ~~various~~spent ~~provisions~~his ofcareer ~~their~~as ~~charters~~an ~~and~~investment ~~modified~~banker ~~governing~~to ~~instruments.~~the Wereal ~~cannot~~estate ~~assure~~industry ~~you~~where ~~that~~he weadvised ~~will~~public ~~not~~and ~~seek~~private tocompanies ~~amend~~on ~~our~~initial ~~amended~~public ~~and~~offerings, ~~restated~~mergers ~~memorandum~~and acquisitions, and ~~articles~~public ofcapital markets ~~association~~transactions. orMr. Ivancich’s ~~governing~~roles ~~instruments~~included inDirector aof ~~manner~~Real ~~that~~Estate ~~will~~Investment ~~make~~Banking itat ~~easier~~Barclays, ~~for~~Executive usDirector toof ~~complete~~Real ~~our~~Estate ~~Business~~Investment ~~Combination~~Banking ~~that~~at ~~our~~Morgan ~~shareholders~~Stanley, ~~may~~and ~~not~~COO/Director ~~support~~of Real Estate Investment Banking at Credit Suisse.

InMr. Philip ~~order~~Han has served as Executive Vice President and Chief Investment Officer of the Company since March 2016. Mr. Han has been employed by Saban Capital since 2003 and has served as Senior Vice President and Chief Investment Officer from 2010 to ~~effectuate~~2016 and Executive Vice President and Chief Investment Officer since 2016 and Mr. Han serves as a ~~Business~~member ~~Combination,~~of ~~blank~~the ~~check~~boards of several Saban Capital affiliated non-public companies. ~~have,~~Prior into ~~the~~joining ~~past~~Saban Capital, ~~amended~~Mr. Han ~~various~~served ~~provisions~~as VP of ~~their~~finance ~~charters~~ and business ~~modified~~development ~~governing~~for ~~instruments.~~EYM ~~For example~~Technologies, ~~blank~~a ~~check~~venture-backed ~~companies~~email ~~have~~infrastructure ~~amended~~and development company and Senior Manager with PricewaterhouseCoopers in the ~~definition~~entertainment, ofmedia and technology tax consulting group. Mr. Han holds a BA in Economics/Business ~~Combination,~~from ~~increased~~the ~~redemption~~University ~~thresholds~~of California, Los Angeles and ~~changed~~an ~~industry~~MBA ~~focus~~in Finance from the Anderson School at University of California, Los Angeles.

40Ms. Niveen Tadros has served as Executive Vice President and General Counsel of the Company since March 2016. Ms. Tadros has served as General Counsel from 2002-2003 and as Executive Vice President and General Counsel of Saban Capital since 2003 and Ms. Tadros serves as a member of the boards of Saban Capital affiliated non-public companies. Ms. Tadros also has served as a member of the Board of Directors of Celestial Tiger Entertainment Ltd. since 2012. Prior to joining Saban Capital, Ms. Tadros was an associate at Latham & Watkins where Ms. Tadros specialized in mergers and acquisitions, finance, public offerings, joint ventures and strategic alliances. Ms. Tadros holds a BS, in Civil Engineering from University of California Irvine and a JD from Northwestern University School of Law. Ms. Tadros is an officer and a member of the board of directors of the Saban Family Foundation and the Cheryl Saban Self-Worth Foundation for Women and Children.

~~Table~~Number and Terms of ~~Contents~~Office of Officers and Directors

WeOur ~~cannot~~board ~~assure~~of ~~you~~directors ~~that~~consists weof ~~will~~five ~~not~~members. ~~seek~~Our toboard ~~amend~~of ~~our~~directors ~~amended~~is ~~and~~divided ~~restated~~into ~~memorandum~~two ~~and~~classes ~~articles~~with ofonly ~~association~~one orclass ~~governing~~of ~~instruments~~directors being elected in ~~order~~each toyear ~~effectuate~~and ~~our~~each ~~Business~~class ~~Combination~~(except ~~though amending~~for ~~our~~those ~~amended~~directors ~~and~~appointed ~~restated~~prior ~~memorandum~~to ~~and~~our ~~articles~~first annual meeting of ~~association~~shareholders) ~~will~~serving ~~require~~a two-year term. atThe ~~least~~first aclass ~~special~~of ~~resolution~~directors, consisting of ~~our~~Chase Carey, ~~shareholders~~James asRasulo, aand ~~matter~~Casey Wasserman, were re-appointed at our first annual meeting of ~~Cayman~~shareholders, ~~Islands~~with ~~law~~their ~~(usually~~current term to expire at ~~least~~the a2021 ~~majority~~annual meeting of 66shareholders. ~~2/3%~~The interm ~~value~~of office of ~~those~~the ~~who~~second ~~attend~~class of directors, consisting of Haim Saban and ~~vote~~ Adam Chesnoff, will expire at athe ~~general~~2020 annual meeting) of shareholders.

~~The~~Holders ~~provisions~~ of our ~~amended~~Public ~~and~~Shares ~~restated memorandum~~ and ~~articles of association that relate to~~ our ~~pre-Business~~Founder ~~Combination~~Shares ~~activity~~have ~~(and corresponding provisions of~~ the ~~agreement~~right ~~governing~~to ~~the~~elect ~~release~~all of ~~funds from~~ our ~~Trust~~directors ~~Account)~~prior ~~may~~to ~~be amended with~~ the ~~approval~~consummation of ~~holders~~our ofBusiness Combination. atAny ~~least~~vacancies ~~two~~on ~~thirds of~~ our ~~ordinary~~ ~~shares~~board ~~who attend and vote in a general meeting, which is a lower amendment threshold than that~~ of ~~some~~directors ~~other blank check companies. It~~ may be ~~easier~~filled ~~for~~by ~~us,~~the ~~therefore,~~affirmative tovote ~~amend~~of ~~our~~a ~~amended~~majority ~~and restated memorandum and articles~~ of ~~association~~ ~~to facilitate~~ the ~~completion~~directors ofpresent aand ~~Business~~voting ~~Combination~~at ~~that~~the ~~some~~meeting of our ~~shareholders may not support~~board.

~~Some~~Our ~~other~~officers ~~blank check~~are ~~companies~~elected ~~have~~by ~~a provision in their charter which prohibits~~ the ~~amendment~~board of ~~certain~~directors ofand ~~its~~serve ~~provisions,~~at ~~including~~the ~~those~~discretion ~~which relate to a company’s pre-Business Combination activity, without approval by a certain percentage~~ of the ~~company’s~~board ~~shareholders. For certain~~ of ~~these companies~~directors, ~~amendment~~rather ofthan ~~these~~for ~~provisions~~specific ~~requires~~terms ~~approval by between 90% and 100%~~ of ~~the company’s public shareholders~~ office. Our ~~amended~~board ~~and restated memorandum and articles~~ of ~~association~~directors ~~provide~~is ~~that~~authorized ~~any of its provisions, including those related~~ to ~~pre-Business~~appoint ~~Combination~~persons ~~activity (including the requirement~~ to ~~deposit proceeds of our Public Offering and~~ the ~~sale~~offices ofset ~~the~~forth ~~Private Placement Warrants into the Trust Account and not release such amounts except~~ in ~~specified circumstances, and to provide redemption rights to public shareholders as described herein), may be amended if approved by holders of at least two-thirds of~~ our ~~ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be~~ amended ~~if approved by holders of 65% of our ordinary shares. Our Initial Shareholders, who collectively beneficially own 20% of our ordinary shares, will participate in any vote to amend our amended~~ and restated memorandum and articles of association ~~and/or trust~~as ~~agreement~~it ~~and~~deems ~~will have the discretion to vote in any manner they choose~~appropriate. AsOur ~~a result, we may be able to amend the provisions of our~~ amended and restated memorandum and articles of association ~~which~~will provide ~~govern~~that our ~~pre-Business~~ ~~Combination~~officers ~~behavior~~may ~~more~~consist ~~easily~~of ~~than~~a ~~some~~Chief ~~other~~Executive ~~blank~~Officer, ~~check~~a ~~companies~~President, ~~and this may increase our ability to complete~~ a ~~Business~~Chief ~~Combination~~Financial ~~with~~Officer, ~~which~~Vice ~~you~~Presidents, doSecretaries, ~~not~~Assistant ~~agree. In certain circumstances~~Secretaries, ~~our~~ ~~shareholders~~a ~~may~~Treasurer ~~pursue~~and ~~remedies~~other ~~against~~such usoffices ~~for~~as ~~any~~may ~~breach~~be ofdetermined ~~our~~by ~~amended~~the ~~and~~board ~~restated memorandum and articles~~ of ~~association~~directors.

WeCommittees ~~may~~of ~~be unable to obtain additional financing to complete our Business Combination or to fund~~ the ~~operations~~Board ~~and growth~~ of aDirectors ~~target business, which could compel us to restructure or abandon a particular Business Combination.~~

~~Although~~Our board weof ~~believe~~directors ~~that~~has ~~the~~two ~~net~~standing ~~proceeds~~committees: ofan ~~our~~audit ~~Public~~committee ~~Offering~~ and ~~the~~a ~~sale~~compensation of the Private Placement Warrants will be sufficient to allow us to complete our Business Combination, because we have not yet executed or consummated any definitive agreements with any identified target businesses, we cannot ascertain the capital requirements for any particular transactioncommittee. IfBoth ~~the net proceeds of~~ our ~~Public~~audit ~~Offering~~committee and ~~the sale of the Private Placement Warrants prove to be insufficient, either because of the size of~~ our ~~Business~~compensation ~~Combination,~~committee ~~the~~are ~~depletion~~composed ofsolely ~~the available net proceeds in search~~ of aindependent target business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with our Business Combination or the terms of negotiated transactions to purchase shares in connection with our Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combinationdirectors. ~~We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our Business~~

~~Combination,~~41 we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our Business Combination, we may require such financing to fund the operations or growth of the target business, including as a result of the target business being in the early stage of development

41Table of Contents

~~Table~~Audit ofCommittee ~~Contents~~

orOur ~~growth.~~board ~~The~~has ~~failure~~established toan ~~secure~~audit ~~additional~~committee ~~financing could have a material adverse effect on the continued development or growth~~ of the ~~target~~board ~~business. None~~ of ~~our officers,~~ directors. ~~or shareholders~~Audit iscommittee ~~required~~members toare ~~provide any financing to us in connection with or after our Business Combination~~Messrs. IfRasulo, ~~we are unable to complete our Business Combination~~Carey, ~~our~~and ~~public shareholders may only receive approximately $10~~Wasserman.~~00 per share on the~~ ~~liquidation of our Trust Account (or less than $10~~Mr.00 Rasulo ~~per~~serves ~~share~~as inchairman ~~certain~~of ~~circumstances~~the ~~where~~audit ~~a third party brings a claim against us that our Sponsor is unable to indemnify) and our Warrants will expire worthless~~committee.

~~Our~~Each ~~Sponsor~~member ~~controls~~of athe ~~substantial~~audit ~~interest~~committee is financially literate and our board of directors has determined that Messrs. Rasulo and Carey each qualify as an “audit committee financial expert” as defined in usapplicable SEC rules, and ~~thus~~each ~~may~~of ~~exert~~Messrs. aRasulo, ~~substantial~~Carey ~~influence~~and onWasserman ~~actions~~is ~~requiring~~an aindependent ~~shareholder~~director ~~vote~~under the NASDAQ listing standards. In addition, ~~potentially~~we must certify to NASDAQ that the Committee has, and will continue to have, at least one member who has past employment experience in afinance or accounting, requisite professional certification in accounting ~~manner~~or other comparable experience or background that ~~you~~results doin ~~not~~the ~~support~~individual’s financial sophistication.

~~Our~~We ~~Sponsor~~have ~~owns~~adopted ~~approximately~~an ~~20% of our issued and outstanding ordinary shares. Accordingly, it~~audit ~~may~~committee ~~exert a substantial influence on actions requiring a shareholder vote~~charter, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our Sponsor purchases any additional ordinary shares in the public market or in privately negotiated transactions, this would increase its influence. Our Sponsor has no current intention to purchase additional securities. Factors that would be considered in making such purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our Sponsor, is and will be divided into two classes, each of which ~~will~~details generally serve for a terms for two years with only one class of directors being elected in each year. At an annual meeting, as a consequence of our “staggered” board of directors, only one-half of the ~~board~~principal offunctions ~~directors will be considered for election and our Sponsor, because~~ of ~~its ownership position, will have considerable influence regarding~~ the ~~outcome.~~audit ~~Accordingly~~committee, ~~our~~including: ~~Sponsor will continue to exert control at least until the completion of our Business Combination.~~

We• ~~may amend~~ the ~~terms~~appointment, ofcompensation, ~~the~~retention, ~~Warrants~~replacement, inand aoversight ~~manner~~of ~~that~~the ~~may~~work ~~be adverse to holders~~ of ~~Warrants with~~ the ~~approval~~independent byauditors ~~the~~and ~~holders~~any ofother atindependent ~~least~~registered ~~65%~~public ofaccounting ~~the~~firm ~~then~~engaged ~~outstanding~~by ~~Warrants.~~ us;

~~Our~~• ~~Warrants~~pre-approving ~~were~~all ~~issued in~~audit ~~registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,~~ and ~~us.~~non-audit ~~The~~services ~~warrant~~to ~~agreement provides that the terms of the Warrants may~~ be ~~amended~~provided ~~without~~by the ~~consent~~independent ofauditors ~~any holder to cure any ambiguity~~ or ~~correct~~ any ~~defective~~other ~~provision,~~registered ~~but~~public ~~requires~~accounting ~~the~~firm ~~approval~~engaged by ~~the holders of at least 65% of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders of Warrants. Accordingly~~us, weand ~~may~~establishing ~~amend~~pre-approval ~~the~~policies ~~terms~~and of the Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Warrants approve of such amendment. Although our ability to amend the terms of the Warrants with the consent of at least 65% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a Warrant. procedures;

We• ~~may~~reviewing ~~redeem~~and ~~your~~discussing ~~unexpired Warrants~~with ~~prior~~the toindependent ~~their~~auditors ~~exercise~~all atrelationships athe ~~time~~auditors ~~that~~have iswith ~~disadvantageous to~~us ~~you,~~in ~~thereby~~order ~~making~~to ~~your Warrants~~evaluate ~~worthless.~~their continued independence;

We• ~~have~~setting ~~the~~clear ~~ability~~hiring topolicies redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for ~~share~~employees 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 date we send the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or ~~qualify~~former ~~the~~employees ~~underlying securities for sale under all applicable state securities laws. Redemption~~ of the ~~outstanding~~independent Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market auditors;

42• setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

~~Table~~• obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of ~~Contents~~the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

~~value~~• ofreviewing ~~your~~and ~~Warrants.~~approving ~~None~~any ofrelated ~~the~~party ~~Private~~transaction ~~Placement~~required ~~Warrants~~to ~~will~~ be ~~redeemable~~disclosed bypursuant usto soItem ~~long~~404 asof ~~they~~Regulation ~~are~~S-K ~~held~~promulgated by ~~our~~the ~~Sponsor~~SEC orprior ~~its~~to ~~permitted~~us ~~transferees.~~entering into such transaction; and

~~Our~~• ~~warrants~~reviewing ~~may~~with ~~have~~management, anthe ~~adverse~~independent ~~effect~~auditors, onand ~~the~~our ~~market~~legal ~~price~~advisors, ofas ~~our~~appropriate, ~~Class A~~any ~~ordinary~~legal, ~~shares~~regulatory or compliance matters, including any correspondence with regulators or government agencies and ~~make~~any itemployee ~~more~~complaints ~~difficult~~or topublished ~~effectuate~~reports that raise material issues regarding our ~~Business Combination.~~consolidated financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

InCompensation ~~connection~~Committee with our Public Offering, we issued Warrants to purchase 12,500,000 Class A ordinary shares and an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments as described herein. In addition, up to $1,000,000 of any amount outstanding under the Sponsor Convertible Note may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of our Sponsor. To the extent we issue Class A ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

~~The~~Our ~~Private~~board ~~Placement~~has ~~Warrants~~established ~~are~~a ~~identical~~compensation tocommittee ~~the Warrants sold as part~~ of the ~~Units~~board in our Public Offering except that, so long as they are held by our Sponsor or its permitted transferees: (i) they will not be redeemable by us; (ii) they (including the Class A ordinary shares issuable upon exercise of ~~these~~directors. ~~warrants)~~Compensation ~~may~~committee ~~not,~~members ~~subject~~include toMessrs. ~~certain~~Rasulo ~~limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our Business Combination~~ and ~~(iii) they may be exercised by the holders on a~~ ~~cashless~~Wasserman. ~~basis; and (iv)~~Mr. ~~they~~Wasserman ~~(including~~serves ~~the~~as ~~ordinary~~chairman ~~shares issuable upon exercise~~ of ~~these~~the ~~Warrants)~~compensation ~~are subject to registration rights~~committee.

~~Because~~We ~~each~~have ~~Unit~~adopted ~~contains one-half of one warrant and only~~ a ~~whole~~compensation ~~warrant~~committee ~~may~~charter bewhich details ~~exercised,~~ the ~~Units~~principal ~~may~~functions ~~be worth less than units~~ of ~~other~~the ~~blank~~compensation ~~check~~committee, ~~companies.~~including:

~~Each~~• ~~Unit~~reviewing ~~contains~~and ~~one-half~~approving ofon ~~one Warrant.~~an ~~Pursuant~~annual tobasis the ~~warrant~~corporate ~~agreement,~~goals ~~no fractional Warrants will be issued upon separation of the Units,~~ and ~~only~~objectives ~~whole~~relevant ~~Units will trade. This is different from other offerings similar~~ to ~~ours~~our ~~whose~~Chief ~~units~~Executive ~~include~~Officer’s ~~one~~compensation, ~~Class A~~evaluating ~~ordinary share~~our ~~and~~Chief ~~one~~Executive ~~whole~~Officer’s ~~Warrant~~performance ~~to purchase one share. We have established the components of the Units~~ in ~~this~~light ~~way in order to reduce the dilutive effect~~ of ~~the~~such ~~Warrants~~goals ~~upon~~and ~~completion~~objectives ofand adetermining ~~Business~~and ~~Combination~~approving ~~since~~ the ~~Warrants~~remuneration ~~will~~(if beany) ~~exercisable in the aggregate for half~~ of the number of shares compared to Units that each contain a whole Warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our ~~Units~~Chief toExecutive beOfficer ~~worth~~based ~~less~~on ~~than~~such ~~if they included a Warrant to purchase one whole share.~~ evaluation;

~~Because~~42 ~~we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination with some prospective target businesses.~~

TheTable federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our Business Combination within the prescribed time frame. Contents

43• reviewing and approving the compensation of all of our other executive officers;

~~Table~~• ofreviewing ~~Contents~~our executive compensation policies and plans;

We• ~~are~~implementing ~~an emerging growth company within the meaning of the Securities Act,~~ and ifadministering ~~we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make~~ our ~~securities~~incentive ~~less~~compensation ~~attractive~~equity-based toremuneration ~~investors and may make it more difficult to compare our performance with other public companies.~~ plans;

We• ~~are~~assisting anmanagement ~~“emerging~~in ~~growth~~complying company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements 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~~ our ~~periodic reports and~~ proxy ~~statements,~~statement and ~~exemptions~~annual ~~from~~report ~~the~~disclosure requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. ;

~~Further,~~• ~~Section~~approving ~~102(b)(1)~~all ofspecial ~~the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is~~perquisites, ~~those~~special ~~that~~cash ~~have~~payments not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~comply~~other ~~with~~special ~~the~~compensation requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and itbenefit ~~has~~arrangements ~~different application dates~~ for ~~public or private companies, we, 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~~ our ~~financial~~executive ~~statements~~officers ~~with~~and 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 accountant standards used. employees;

~~Compliance~~• ~~obligations~~producing ~~under~~a ~~the~~report ~~Sarbanes-Oxley~~on ~~Act~~executive ~~may~~compensation ~~make~~to itbe ~~more~~included ~~difficult~~in ~~for us to effectuate~~ our ~~Business~~annual ~~Combination,~~proxy ~~require~~statement; ~~substantial financial~~ and ~~management resources, and increase the time and costs of completing an acquisition.~~

~~Section 404~~• ofreviewing, ~~the Sarbanes-Oxley~~evaluating ~~Act requires that we evaluate~~ and ~~report~~recommending onchanges, ~~our~~if ~~system~~appropriate, ~~of internal controls beginning with this Annual Report on Form 10-K. Only in the event we are deemed~~ to be a large accelerated filer or an accelerated filer that no longer qualifies as an emerging growth company will we be required to have our internal control procedures audited. The fact that we are a blank check company makes compliance with the ~~requirements~~remuneration offor the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controlsdirectors. ~~The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.~~

44The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

~~Table~~Director ofnominations ~~Contents~~

~~Because~~We do not have a standing nominating committee, though we ~~are~~intend ~~incorporated~~to ~~under~~form ~~the~~a ~~laws~~corporate governance and nominating committee as and when required to do so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the ~~Cayman~~NASDAQ ~~Islands~~rules, ~~you~~a majority of the independent directors may ~~face~~recommend ~~difficulties~~a indirector ~~protecting~~nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees ~~your~~without ~~interests~~the formation of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees are Chase Carey, James Rasulo and ~~your~~Casey ~~ability~~Wasserman. toIn ~~protect~~accordance ~~your~~with ~~rights~~Rule ~~through~~5605(e)(1)(A) of the UNASDAQ rules, all such directors are independent.S. ~~Federal~~As ~~courts~~there ~~may~~is beno ~~limited~~standing nominating committee, we do not have a nominating committee charter in place.

WeThe ~~are~~board anof ~~exempted~~directors ~~company incorporated~~will ~~under~~also ~~the~~consider ~~laws~~director candidates recommended for nomination by holders of ~~the~~our ~~Cayman~~Founder ~~Islands.~~Shares Asduring asuch ~~result,~~times itas they ~~may~~are beseeking ~~difficult~~proposed nominees to stand for ~~investors~~election toat ~~effect~~an ~~service~~annual meeting of ~~process~~shareholders ~~within~~(or, ~~the~~if ~~United~~applicable, ~~States~~a ~~upon~~special ~~our~~meeting ~~directors~~of orshareholders). ~~officers,~~Our orshareholders ~~enforce~~that ~~judgments~~wish ~~obtained~~to innominate ~~the~~a ~~United~~director ~~States~~for ~~courts~~election ~~against~~ to our board of directors orshould follow ~~officers~~the procedures set forth in our amended and restated memorandum and articles of association.

~~Our~~We ~~corporate~~have ~~affairs~~not ~~will~~formally beestablished ~~governed by our amended and restated memorandum and articles of association~~any specific, ~~the Companies~~minimum ~~Law~~qualifications ~~(as~~that ~~the~~must ~~same may~~ be ~~supplemented~~met or ~~amended~~skills ~~from~~that ~~time~~are tonecessary ~~time)~~for ~~and~~directors ~~the~~to ~~common law of the Cayman Islands~~possess. ~~The~~In ~~rights~~identifying ofand ~~shareholders~~evaluating tonominees ~~take~~for ~~action against the directors~~director, ~~actions by minority shareholders and~~ the ~~fiduciary responsibilities~~board of ~~our~~ directors toconsiders useducational ~~under~~background, ~~Cayman~~diversity ~~Islands law are to a large extent governed by the common law~~ of ~~the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the~~professional ~~Cayman Islands as well as from English common law~~experience, ~~the~~knowledge ~~decisions~~ of ~~whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of~~ our ~~shareholders~~business and ~~the~~potential ~~fiduciary~~industries ~~responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent~~ in ~~some~~which ~~jurisdictions~~we inmay ~~the~~seek ~~United~~a ~~States.~~target, ~~In particular~~integrity, ~~the~~professional ~~Cayman Islands has a different body of securities laws as compared to the United States~~reputation, ~~and certain states~~independence, ~~such as Delaware~~wisdom, ~~may have more fully developed~~ and ~~judicially~~the ~~interpreted~~ability ~~bodies of corporate law. In addition, Cayman Islands companies may not have standing~~ to ~~initiate~~represent athe ~~shareholders~~best ~~derivative~~interests ~~action in a Federal court~~ of ~~the~~our ~~United States~~shareholders.

WeCompensation ~~have~~committee ~~been~~interlocks advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and ~~(ii) in~~insider ~~original~~participation actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

AsWe ~~a result of all of the above, public shareholders may~~ have ~~more~~elected ~~difficulty~~not into ~~protecting~~provide ~~their interests in~~ the ~~face~~information ofrequired ~~actions~~under ~~taken~~this ~~by management,~~item ~~members~~pursuant ofto the ~~board~~rules ofapplicable ~~directors~~to orsmaller ~~controlling~~reporting ~~shareholders than they would as public shareholders of a United States company~~companies.

~~Provisions in our amended and restated memorandum and articles of association may inhibit~~ Section 16(a) ~~takeover~~Beneficial ofOwnership ~~us,~~Reporting ~~which~~Compliance ~~could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.~~

~~Our~~Section 16(a) ~~amended~~of ~~and~~the ~~restated memorandum~~Securities ~~and~~Exchange ~~articles~~Act of ~~association~~1934, ~~contain~~as ~~provisions~~amended, ~~that~~requires ~~may~~our ~~discourage~~officers, ~~unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of~~ directors and ~~the~~persons ~~ability~~who ofbeneficially ~~the~~own more ~~board~~than often ~~directors~~percent ~~to designate the terms~~ of ~~and~~our ~~issue~~ordinary ~~new series of preferred~~ shares, ~~which~~to ~~may~~file ~~make~~reports ~~more difficult the removal~~ of ~~management~~ownership and ~~may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.~~

4543

~~After~~ changes ~~our~~in ~~Business~~ownership ~~Combination,~~with itthe isSEC. ~~possible~~These ~~that~~reporting apersons ~~majority~~are ofalso ~~our~~required ~~directors~~to ~~and~~furnish ~~officers~~us ~~will~~with ~~live outside~~copies ~~the~~of ~~United States and~~ all ofSection 16(a) ~~our~~forms ~~assets~~they ~~will~~file. beBased ~~located~~solely ~~outside~~upon ~~the~~a ~~United~~review ~~States;~~of ~~therefore~~such ~~investors~~Forms, ~~may~~we believe ~~not~~that beduring ~~able~~the toyear ~~enforce~~ended ~~federal~~December 31, ~~securities~~2018 ~~laws~~there orwere ~~their~~no ~~other~~delinquent ~~legal rights~~filers.

ItCode ~~is possible that after our Business Combination, a majority~~ of ~~our~~Ethics directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

IfWe wehave ~~effect~~adopted a Code of Ethics applicable to our ~~Business~~directors, ~~Combination~~officers ~~with~~and employees We previously have filed a ~~company~~copy of our Code of Ethics as Exhibit 14 to our registration statement on Form S-1 filed with ~~operations~~the orSEC ~~opportunities~~on inAugust 23, ~~Israel~~2016, orassociated ~~elsewhere~~with ~~outside~~the ofPublic Offering, which closed on September 21, 2016. You may review these documents by accessing our public filings at the ~~United~~SEC’s ~~States~~web site at www.sec.gov. In addition, wea ~~would~~copy of the Code of Ethics will be provided without charge upon request to us in writing at 10100 Santa Monica Blvd, Suite 2600, Los Angeles, ~~subject~~California 90067 or by telephone at (310) 557-5100. We intend to adisclose ~~variety~~any ofamendments ~~additional~~to ~~risks~~or ~~that~~waivers ~~may~~of ~~negatively~~certain ~~impact~~provisions of our ~~operations~~Code of Ethics in a Current Report on Form 8-K.

IfConflicts ~~we effect our Business Combination with a company with operations or opportunities in Israel or elsewhere outside~~ of ~~the~~interest ~~United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:~~

•Under ~~higher~~Cayman ~~costs~~Islands ~~and~~law, ~~difficulties~~directors ~~inherent in managing cross-border business operations~~ and ~~complying~~officers ~~with~~owe ~~commercial~~the ~~and~~following ~~legal~~fiduciary ~~requirements~~duties: ~~of overseas markets;~~

• ~~rules~~duty ~~and~~to ~~regulations~~act ~~regarding~~in ~~currency~~good ~~redemption~~faith in what the director or officer believes to be the best interests of the company as a whole;

• ~~complex~~duty ~~corporate~~to ~~withholding~~exercise ~~taxes~~powers onfor ~~individuals~~the purposes for which those powers were conferred and not for a collateral purpose;

• ~~laws~~directors ~~governing~~should ~~the~~not ~~manner~~improperly infetter ~~which~~the ~~future~~exercise ~~business~~of ~~combinations~~future ~~may be effected~~discretion;

• ~~tariffs~~duty ~~and~~to ~~trade~~exercise ~~barriers~~powers fairly as between different sections of shareholders;

• ~~regulations~~duty ~~related~~not to ~~customs~~put themselves in a position in which there is a conflict between their duty to the company and ~~import/export~~their ~~matters~~personal interests; and

• ~~longer~~duty ~~payment~~to ~~cycles;~~exercise independent judgment.

•In ~~tax~~addition ~~issues~~to the above, ~~such~~directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as ~~tax~~a ~~law~~requirement ~~changes~~to act as a reasonably diligent person having both the general knowledge, ~~including~~skill ~~termination~~and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or ~~reduction~~to otherwise benefit as a result of ~~tax~~their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or ~~other~~authorized ~~incentives~~in advance by the shareholders provided that there is full disclosure by the ~~applicable~~directors. ~~government~~This ~~provides~~can tobe ~~domestic~~done ~~companies~~by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and ~~variations~~any of them in ~~tax~~the ~~laws~~future asmay ~~compared~~have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the ~~United~~fiduciary ~~States;~~duties or contractual obligations of our officers and directors materially affected our ability to complete a Business Combination.

•The ~~currency~~conflicts ~~fluctuations~~described ~~and~~above ~~exchange~~may ~~controls;~~not be resolved in our favor.

•Limitation ~~rates~~on Liability and Indemnification of ~~inflation;~~Officers and Directors

•Cayman ~~challenges~~Islands inlaw ~~collecting~~does ~~accounts~~not ~~receivable;~~limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by

•44 ~~cultural and language differences;~~

•Table employmentof regulations;Contents

• the ~~crime~~Cayman Islands courts to be contrary to public policy, ~~strikes~~such as to provide indemnification against willful default, ~~riots~~fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, ~~civil~~including ~~disturbances~~for any liability incurred in their capacities as such, ~~terrorist~~except ~~attacks~~through their own actual fraud, willful ~~natural~~default ~~disasters~~or ~~and~~willful ~~wars;~~neglect.

•We ~~deterioration~~have ofentered ~~political~~into ~~relations~~agreements with our officers and directors to provide contractual indemnification in addition to the ~~United~~indemnification ~~States;~~provided for in our amended and restated memorandum and articles of association. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

•These ~~obligation~~provisions may discourage shareholders from bringing a lawsuit against our directors for breach of ~~personnel~~their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to ~~perform~~the ~~military~~extent ~~service;~~we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

•We ~~government~~believe ~~appropriation~~that ofthese ~~assets~~provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

WeInsofar ~~may~~as ~~not~~indemnification befor ~~able~~liabilities toarising ~~adequately~~under ~~address~~the ~~these~~Securities ~~additional~~Act may be permitted to directors, ~~risks.~~officers Ifor wepersons ~~were~~controlling ~~unable~~us pursuant to dothe soforegoing provisions, ~~our~~we ~~operations~~have ~~might~~been ~~suffer,~~informed ~~which~~that ~~may~~in ~~adversely~~the ~~impact~~opinion ~~our~~of ~~results~~the ofSEC ~~operations~~such indemnification is against public policy as expressed in the Securities Act and ~~financial~~is ~~condition~~therefore unenforceable.

46Item 11. Executive Compensation.

~~Table~~None of ~~Contents~~our executive officers or directors have received any cash compensation for services rendered to us, except with respect to grants under the Plan described below. Commencing on September 15, 2016, through our liquidation, we pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial support. Our Sponsor, officers, directors and any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or any of their respective affiliates.

IfOn August 19, 2016, we adopted the Plan. The purpose of the Plan is to provide incentive to our ~~management~~independent ~~following~~directors, employees and consultants to further our growth, development and financial success through the ownership of our shares by them. The Plan provides that we may grant employees, consultants and/or independent directors Founder Shares and may require the grantees to pay a price for such shares. The aggregate number of shares available for grant under the Plan is 150,000 Founder Shares. Unless otherwise provided in an applicable award agreement, all Founder Shares issued pursuant to the Plan are subject to repurchase by us, at our option, at fair market value on the termination of employment, directorship or consultancy, as applicable, on or before a Business Combination. If such termination was for cause, as such term is ~~unfamiliar~~defined ~~with~~in ~~United~~the Plan, ~~States~~the ~~securities~~holder ~~laws~~resigns for any reason on or before a Business Combination or the holder breaches restrictive covenants to which the holder is subject, ~~they~~the repurchase price paid by us will be the lesser of the cost and fair market value of such ~~may~~shares. ~~have~~In addition, the form of the award agreement used for the initial awards described below provides that in case of a termination for cause, all Founder Shares granted to ~~expend~~the ~~time~~grantee will be forfeited. Under the Plan, our board of directors (or a committee or a subcommittee designated by the board of directors) shall administer and ~~resources~~make ~~becoming~~all ~~familiar~~determinations with ~~such~~respect ~~laws~~to the Plan. The Plan provides that the shares issued thereunder will be subject to certain transfer restrictions, including ~~which~~restrictions ~~could~~on ~~lead~~transfers prior to ~~various~~a ~~regulatory~~Business ~~issues~~Combination.

~~Following our~~45 Business Combination, any or all of our management could resign from their positions as officers of the Company, and of the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

AfterTable our Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue would be derived from our operations in such country. Accordingly, our results of operations and prospects would be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate. Contents

~~The~~On ~~economic~~April 11, ~~political~~ ~~and~~2016, ~~social~~the ~~conditions~~Company’s Sponsor purchased 5,750,000 asFounder ~~well~~Shares asfor $25,000, ~~government~~or ~~policies~~approximately ~~(including~~$0.004 ~~military~~per ~~policies)~~share. In August 2016, our board of directors granted an aggregate of 99,000 Founder Shares under the ~~country~~Plan, inincluding ~~which~~10,000 shares to Adam Chesnoff, our ~~operations~~Director, ~~are~~President ~~located~~and ~~could~~Chief ~~affect~~Executive Officer, 8,000 shares to Niveen Tadros, our ~~business.~~Executive ~~Economic~~Vice ~~growth~~President ~~could~~and beGeneral ~~uneven~~Counsel, ~~both~~6,000 ~~geographically~~shares to Fred Gluckman, our former Executive Vice President and ~~among~~Chief ~~various~~Financial Officer, and 4,000 shares to Philip Han, our Executive Vice President and Chief ~~sectors~~Investment ofOfficer. The remaining Founder Shares granted under the ~~economy~~Plan ~~and~~in ~~such~~August ~~growth~~2016 ~~may~~were granted to other individuals that are not beour ~~sustained~~directors inor executive officers. In exchange for such grants, the ~~future~~grantees paid $0.004 Ifper inFounder Share received under the ~~future~~Plan. ~~such~~On ~~country’s~~September 15, ~~economy~~2016, ~~experiences~~we effected a ~~downturn~~pro orrata ~~grows~~share atcapitalization aresulting ~~slower~~in ~~rate~~an ~~than~~increase ~~expected,~~in ~~there~~the ~~may~~total benumber ~~less~~of ~~demand~~Founder ~~for~~Shares ~~spending~~outstanding from 5,750,000 to 6,250,000 in ~~certain~~order ~~industries.~~to Amaintain the ownership of Founder ~~decrease~~Shares inby ~~demand~~our ~~for~~Initial ~~spending~~Shareholders inat ~~certain~~20% ~~industries~~of ~~could~~our ~~materially~~issued and ~~adversely~~outstanding ~~affect~~shares upon the closing of the Public Offering. Following our ~~ability~~Public toOffering ~~find~~and anthe ~~attractive~~pro ~~target~~rata ~~business~~share ~~with~~capitalization, ~~which~~our toSponsor ~~consummate~~held 6,044,570 Founder Shares and each of our three ~~Business~~independent ~~Combination~~directors held 32,610 Founder Shares and ifthe weother ~~effect~~individuals, including our ~~Business~~executive ~~Combination~~officers, ~~the~~who ~~ability~~were originally issued 99,000 Founder Shares under The 2016 Share Award Plan held 107,600 Founder Shares. As of December 31, ~~that~~2018 ~~target~~there ~~business~~were to51,000 ~~become~~additional ~~profitable~~Founder Shares available for grant under the Plan.

~~Additionally~~On March 16, if2017, weconcurrent ~~consummate~~with Mr. Bruce aRosenblum’s ~~Business~~resignation ~~Combination~~from ~~with~~the aCompany’s ~~target~~board of directors, the Company acquired 25,110 Founders Shares from Mr. Rosenblum and concurrent therewith, in ~~Israel~~connection orwith ~~elsewhere~~Mr. Casey Wasserman’s appointment to ~~outside~~the board of directors, the ~~United~~Company re-issued such ~~States~~25,110 ~~major~~Founders ~~hostilities~~Shares ~~involving~~to ~~such~~Mr. Casey ~~country~~Wasserman, orand the ~~interruption~~Sponsor orsold ~~curtailment~~to ofMr. Wasserman ~~trade~~an ~~between~~additional ~~such~~7,500 ~~country~~Founders Shares and ~~its~~the ~~present~~Sponsor thereafter ~~trading~~held ~~partners~~6,037,070 ~~could~~Founders ~~have~~Shares. aOn ~~material~~June 26, ~~adverse~~2017, ~~effect~~the onCompany entered into agreements to repurchase 6,520 Founders Shares at the ~~target~~initial ~~business~~purchase ~~and~~price, ~~its~~for ~~operating results~~the ~~and~~total ~~financial~~sum ~~condition.~~of ~~Furthermore~~$24, ~~several~~from ~~countries~~two ~~restrict~~individuals ~~business~~no ~~with~~longer ~~Israeli~~providing ~~companies~~services to the Company. ~~Any~~The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of ~~these~~issued ~~factors~~and ~~could~~outstanding ~~adversely~~Founders ~~affect~~Shares ~~our~~to ~~operations~~6,243,480, and ~~profitability~~reducing ~~following~~the anumber ~~Business~~of ~~Combination~~Founders Shares held collectively by individuals previously awarded Founders Shares under the Plan from 107,600 to 101,080.

~~Exchange~~Item ~~rate~~12. ~~fluctuations~~Security ~~and~~Ownership ~~currency~~of ~~policies~~Certain ~~may~~Beneficial ~~cause~~Owners aand ~~target business’ ability to succeed in the international markets to be diminished.~~ Management

InOn ~~the~~August 19, ~~event~~2016, we ~~acquire~~adopted athe ~~non-U~~Plan.S. ~~target,~~The ~~all~~purpose ~~revenues~~of ~~and~~the ~~income~~Plan ~~would~~is ~~likely~~to beprovide incentive to our independent directors, employees and ~~received~~consultants into afurther ~~foreign~~our ~~currency~~growth, development and ~~the~~financial ~~dollar~~success ~~equivalent~~through the ownership of our ~~net~~shares ~~assets~~by ~~and~~them. ~~distributions,~~The ifPlan ~~any~~provides that we may grant employees, ~~could~~consultants beand/or ~~adversely~~independent ~~affected~~directors byFounder ~~reductions~~Shares inand may require the ~~value~~grantees ofto pay ~~the~~a ~~local~~price ~~currency~~for such shares. The ~~value~~aggregate number of shares available for grant under the ~~currencies~~Plan is 150,000 Class F ordinary shares. Unless otherwise provided in ~~our~~an ~~target~~applicable ~~regions~~award ~~fluctuate~~agreement, ~~and~~all Founder Shares issued pursuant to the Plan are ~~affected~~subject to repurchase by us, ~~among~~at ~~other~~our ~~things~~option, ~~changes~~at infair ~~political~~market ~~and~~value ~~economic~~on ~~conditions.~~the ~~Any~~termination ~~change~~of inemployment, ~~the~~directorship ~~relative~~or ~~value~~consultancy, ofas applicable, on or before a Business Combination. If such ~~currency~~termination ~~against~~was ~~our~~for ~~reporting~~cause, ~~currency~~as ~~may~~such ~~affect~~term is defined in the Plan, ~~attractiveness~~the ofholder resigns for any ~~target~~reason ~~business~~on or, ~~following~~before ~~consummation~~a ~~of our~~ Business Combination, ~~our~~or ~~financial~~the ~~condition~~holder ~~and~~breaches ~~results~~restrictive ofcovenants ~~operations.~~to ~~Additionally~~which the holder is subject, ~~because~~the arepurchase ~~substantial~~price ~~portion~~paid ofby ~~many~~us ~~foreign~~will ~~companies’~~be ~~revenues~~the islesser ~~generated~~of inthe ~~dollars~~cost and ~~euros,~~fair ~~while~~market avalue ~~significant~~of ~~portion~~such shares. In addition, the form of ~~their~~the ~~expenses~~award ~~is incurred~~agreement inused ~~its~~for ~~local~~the ~~currency,~~initial aawards ~~target~~described ~~business’~~below ~~revenue~~provides ~~may~~that ~~also~~in becase ~~reduced~~of ~~due~~a totermination ~~inflation~~for incause, ~~such~~all ~~country~~Founder ~~and~~Shares ~~currency~~granted ~~exchange~~to ~~rate~~the ~~fluctuations~~grantee will be forfeited. ~~Additionally~~Under the Plan, ifour aboard ~~currency~~of ~~appreciates~~directors (or ina ~~value~~committee ~~against~~or ~~the~~a ~~dollar~~subcommittee ~~prior~~designated toby the ~~consummation~~ board of ~~our~~directors) ~~Business~~shall ~~Combination,~~administer and make all determinations with respect to the ~~cost~~Plan. ofThe aPlan ~~target~~provides ~~business~~that asthe ~~measured~~shares inissued ~~dollars~~thereunder will ~~increase,~~be ~~which~~subject ~~may~~to ~~make~~certain ittransfer ~~less~~restrictions, including ~~likely~~restrictions ~~that~~on wetransfers ~~are~~prior ~~able~~ to ~~consummate~~a ~~such~~Business ~~transaction~~Combination.

~~Item~~In 1BAugust 2016, our board of directors granted an aggregate of 99,000 Founder Shares under the Plan, including 10,000 shares to Adam Chesnoff, our Director, President and Chief Executive Officer, 8,000 shares to Niveen Tadros, our Executive Vice President and General Counsel, 6,000 shares to Fred Gluckman, our former Executive Vice President and Chief Financial Officer, and 4,000 shares to Philip Han, our Executive Vice President and Chief Investment Officer. ~~Unresolved~~The ~~Staff~~remaining ~~Comments~~Founder Shares granted under the Plan in August 2016 were granted to other employees and consultants that are not our directors or executive officers. In exchange for

~~None.~~46

47Table of Contents

~~Table~~ such grants, the grantees paid $0.004 per Founder Share received under the Plan. On September 15, 2016, we effected a pro rata share capitalization resulting in an increase in the total number of ~~Contents~~Founder Shares outstanding from 5,750,000 to 6,250,000 in order to maintain the ownership of Founder Shares by our Initial Shareholders at 20% of our issued and outstanding shares upon the closing of the Public Offering. As of December 31, 2018 there were 51,000 additional Founder Shares available for grant under the Plan.

~~Item~~The 2.following ~~Properties.~~table sets forth information available to us as at March 25, 2019 with respect to our ordinary shares held by:

We• ~~currently~~each ~~maintain~~person ~~our~~known ~~offices~~by atus ~~10100~~to ~~Santa~~be ~~Monica Blvd., Suite 2600, Los Angeles, California 90067. The cost for this space is included in~~ the ~~$10,000~~beneficial ~~per~~owner ~~month~~of ~~fee~~more ~~that~~than we5% ~~pay an affiliate~~ of our ~~Sponsor~~outstanding ~~for~~ordinary ~~office space, utilities and secretarial and administrative services. We consider our current office space, adequate for our current operations.~~ shares;

~~Item~~• 3.each ~~Legal~~of ~~Proceedings.~~our executive officers and directors that beneficially own ordinary shares; and

~~There~~• isall ~~no material litigation, arbitration or governmental proceeding currently pending or to~~ our ~~knowledge,~~executive ~~threatened~~officers ~~against~~and usdirectors ~~or any members of our management team in their capacity~~ as ~~such.~~a group.

~~Item~~Unless 4otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. ~~Mine~~The ~~Safety~~following ~~Disclosures~~table does not reflect record or beneficial ownership of the Private Placement Warrants as these are not exercisable within 60 days of March 25, 2019.

None.


Name and Address of Beneficial Owner⁽¹⁾	Number of Ordinary Shares Beneficially Owned⁽²⁾			Approximate Percentage of Class A Ordinary Shares			Approximate Percentage of Class F Ordinary Shares			Approximate Percentage of Ordinary Shares⁽²⁾
Saban Sponsor LLC (our sponsor)⁽³⁾⁽⁴⁾		6,037,070	⁽²⁾		—			96.7	%		22.0	%
Haim Saban⁽³⁾⁽⁴⁾		6,037,070	⁽²⁾		—			96.7	%		22.0	%
Governors Lane LP⁽⁶⁾		2,000,000			9.5	%		—			7.3	%
Weiss Asset Management LP⁽¹¹⁾		1,874,000			8.9	%		—			6.8	%
Polar Asset Management Partners Inc.⁽⁷⁾		1,500,000			7.1	%		—			5.5	%
Moore Capital Management, LP⁽⁸⁾		1,500,000			6.0	%		—			5.5	%
Hudson Bay Capital Management LP⁽⁵⁾		1,137,500			5.3	%		—			4.2	%
Adam Chesnoff⁽⁴⁾⁽⁹⁾		10,870			—			—				*
James Rasulo^(4)(10)		32,610			—			—				*
Chase Carey⁽⁴⁾		32,610			—				*			*
Casey Wasserman⁽⁴⁾		32,610	⁽²⁾		—				*			*
Greg Ivancich^(4)(13)		—	⁽²⁾		—				*			*
Philip Han⁽⁴⁾		4,350	⁽²⁾		—				*			*
Niveen Tadros⁽⁴⁾		8,700			—				*			*
All directors and executive officers as a group (8 individuals)⁽⁴⁾		6,158,820			—			98.6	%		22.5	%

~~PART~~* IILess than one percent.

~~Item~~(1) 5.Unless ~~Market~~otherwise ~~for~~noted, ~~Registrant’s~~the ~~Common~~business ~~Equity,~~address ~~Related~~of ~~Stockholder~~each ~~Matters~~of ~~and~~the ~~Issuer~~following ~~Purchases~~entities ofor ~~Equity~~individuals ~~Securities~~is 10100 Santa Monica Boulevard, 26th Floor, Los Angeles, California 90067.

(a2) ~~Market~~Class ~~Information~~A ordinary shareholders and Class F ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law.

~~Our~~(3) ~~Units~~Interests ~~began trading~~shown onconsist ~~NASDAQ~~solely ~~under~~of ~~the~~Founder ~~symbol “SCACU” on September 16~~Shares, ~~2016.~~classified Onas ~~November 4,~~Class ~~2016,~~F weordinary ~~announced~~shares. ~~that~~Such ~~holders~~ordinary ofshares ~~our~~will ~~Units~~automatically ~~could~~convert ~~elect~~into ~~to separately trade the~~ Class A ordinary shares ~~and~~at ~~Warrants included in~~ the ~~Units.~~time ~~On November 7,~~of ~~2016,~~ our ~~Class A~~initial ~~ordinary~~business ~~shares~~combination ~~and Warrants became available for separate trading~~ on ~~NASDAQ~~a ~~under the symbols “SCAC” and “SCACW,” respectively. Each Warrant entitles the holder to purchase~~ one ~~Class A~~-for-one ~~ordinary share at a price of $11.50 per share~~basis, subject to adjustment, as described in ~~our final prospectus dated September 15, 2016 which was filed with~~ the ~~SEC~~subsection onentitled ~~September 19,~~“Shareholder ~~2016.~~Equity” ~~Warrants~~in ~~may~~Section ~~only~~7 ~~be exercised for a whole number of~~ “Class A ~~ordinary~~F ~~shares~~Ordinary ~~and will become exercisable on the later of 30 days after the completion of our Business Combination or 12 months after the Close Date~~Shares. ~~Our Warrants expire five years after the completion of our Business Combination or earlier upon redemption or liquidation as described in “Item 1. Business.~~”

~~The~~(4) ~~following~~Haim ~~table~~Saban ~~sets~~is ~~forth, for~~ the ~~calendar~~Chairman ~~quarter~~of ~~indicated,~~our ~~the~~board ~~high and low sales prices per Unit as reported on the NASDAQ as~~ of ~~March 31,~~directors. ~~2017,~~Mr. ~~June 30,~~Saban ~~2017,~~and ~~September 30,~~his ~~2017~~spouse, ~~and~~Cheryl ~~December 31~~Saban, ~~2017~~share ~~and~~voting ~~our Class A ordinary shares~~ and ~~Warrants~~dispositive ~~as of~~power ~~March 31,~~over ~~2017,~~the ~~June 30,~~Founder ~~2017,~~Shares ~~September 30,~~held ~~2017,~~by ~~and~~our ~~December 31, 2017~~Sponsor.

	Units (SCACU)				Class A ordinaryshares (SCAC)				Warrants(SCACW)
	High		Low		High		Low		High		Low
Year ended December 31, 2017:
Quarter ended March 31, 2017	$	10.57	$	10.57	$	10.00	$	10.00	$	1.35	$	1.30
Quarter ended June 30, 2017	$	10.73	$	10.73	$	10.00	$	10.00	$	1.25	$	1.25
Quarter ended September 30, 2017	$	10.65	$	10.65	$	10.04	$	10.04	$	1.18	$	1.18
Quarter ended December 31, 2017	$	10.52	$	10.52	$	9.91	$	9.91	$	1.23	$	1.23

(b)Table Holdersof Contents

At(5) ~~March 1~~According to the Schedule 13G filed on February 5, ~~2018~~2019, ~~there~~Hudson ~~was~~Bay ~~one~~Capital ~~holder~~Management ofLP ~~record~~and ofSander ~~our~~Gerber ~~Units,~~share ~~one~~voting ~~holder~~and ofdispositive ~~record~~power ofover ~~our~~the ~~separately~~1,137,500 ~~traded~~shares reported (including 969,392 Class A ~~ordinary~~Ordinary ~~shares, 21~~Shares ~~holders~~issuable ofupon ~~record~~exercise of ~~our~~warrants). ~~Class F~~The ~~ordinary~~business ~~shares,~~address ~~and~~for ~~two~~this ~~holders~~shareholder ofis ~~record~~777 ofThird ~~our~~Avenue, ~~separately~~30th ~~traded~~Floor, ~~Warrants.~~New York, NY 10017.

48(6) According to the Schedule 13G/A filed on February 14, 2019, Governors Lane Master Fund LP, Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre share voting and dispositive power over the 1,735,997 shares reported, and Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre share voting and dispositive power over 2,000,000 shares reported. The business address for Governors Lane LP is 510 Madison Avenue, 11th Floor, New York, NY 10022. The business address for each of the other shareholders is c/o Governors Lane LP 510 Madison Avenue, 11th Floor, New York, New York 10022.

~~Table~~(7) ofAccording ~~Contents~~to the Schedule 13G/A filed on February 14, 2019 filed by Polar Asset Management Partners Inc. The business address for this shareholder is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

(c8) ~~Dividends~~According to the Schedule 13G filed on September 26, 2016, each of Moore Capital Management, LP (“MCM”), MMF Moore ET Investments, LP (“MMFET”), Moore Advisors, Ltd. (“MAL”), Moore Capital Advisors, L.L.C. (“MCA”) and Louis M. Bacon have sole voting and dispositive power over the shares reported. The business address of each of MCM, MCA and Mr. Bacon is Eleven Times Square, New York, New York 10036. The business address of each of MMFET and MAL is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas.

We(9) ~~have not paid any cash dividends on our Class A ordinary shares to date and do not intend to pay cash dividends prior to the completion of our Business Combination~~Mr. ~~The~~Chesnoff ~~payment~~is ~~of cash dividends in the future will be dependent upon~~ our ~~revenues~~President and ~~earnings,~~Chief ifExecutive ~~any,~~Officer ~~capital requirements~~ and ~~general~~one ~~financial condition subsequent to completion~~ of our ~~Business Combination. The payment of any cash dividends subsequent to our Business Combination will be within the discretion of our board of~~ directors. In addition, our board of directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d10) ~~Securities~~The ~~Authorized~~Founders Shares are owned by The Rasulo Family Trust dated 12/15/10, for ~~Issuance~~which ~~Under~~James ~~Equity~~Rasulo ~~Compensation~~is ~~Plans~~the trustee, and for which voting and investment control are exercised by Mr. Rasulo.

On(11) ~~August 19,~~According ~~2016,~~to ~~we adopted~~ the ~~Plan.~~Schedule ~~The~~13G/A ~~purpose~~filed ofon ~~the~~February ~~Plan~~14, ~~is to provide incentive to our independent directors~~2019, ~~employees~~BIP ~~and consultants~~GP ~~to further our growth~~LLC, ~~development~~Weiss ~~and~~Asset ~~financial~~Management ~~success through the ownership of our shares by them. The Plan provides that we may grant employees~~LP, ~~consultants~~WAM ~~and/or~~GP ~~independent~~LLC ~~directors Founder Shares~~ and ~~may~~Andrew ~~require the grantees to pay a price for such shares~~M. ~~The~~Weiss ~~aggregate~~share ~~number~~voting ofand ~~shares~~dispositive ~~available~~power ~~for~~over ~~grant under the Plan is 150~~1,~~000 Founder Shares. Unless otherwise provided in an applicable award agreement~~255,580 ~~all~~shares ~~Founder~~reported ~~Shares~~and ~~issued~~Weiss ~~pursuant~~Asset toManagement ~~the Plan are subject to repurchase by us~~LP, atWAM ~~our~~GP ~~option,~~LLC atand ~~fair~~Andrew ~~market~~M. ~~value~~Weiss onshare ~~the~~voting ~~termination~~and ofdispositive ~~employment,~~power ~~directorship~~over ~~or consultancy~~1, ~~as applicable~~874,000 onshares ~~or before our Business Combination~~reported. IfThe ~~such~~business ~~termination~~address ~~was~~ for ~~cause,~~each asof ~~such~~these ~~term~~shareholders is ~~defined~~222 inBerkeley the Plan, the holder resigns for any reason on or before our Business Combination or the holder breaches restrictive covenants to which the holder is subject, the repurchase price paid by us will be the lesser of the cost and fair market value of such sharesSt. ~~In addition~~, ~~the~~16th ~~form of the award agreement used for the initial awards described below provides that in case of a termination for cause~~floor, ~~all Founder Shares granted to the grantee will be forfeited. Under the Plan~~Boston, ~~our~~Massachusetts ~~board of directors (or a committee or a subcommittee designated by the board of directors) shall administer and make all determinations with respect to the Plan~~02116. ~~The Plan provides that the shares issued thereunder will be subject to certain transfer restrictions, including restrictions on transfers prior to our Business Combination.~~

InOther ~~August 2016, the Company purchased from the Sponsor 99,000 Founder Shares for $0.004 per share, and has issued the 99,000 Founder Shares for the same per share price to~~ individuals ~~assisting~~who ~~the~~will ~~Company~~assist ~~with~~in the evaluation of the investment opportunities~~. On September 15~~, ~~2016,~~not asincluding aour ~~result~~directors ofor aexecutive ~~pro~~officers ~~rata~~listed ~~share capitalization~~above, ~~such~~beneficially ~~shares~~own ~~were~~in ~~increased~~the ~~from~~aggregate 9970,~~000~~640 ~~to 107,600~~ Founder Shares. OnOur ~~June 26,~~former ~~2017~~director, ~~the~~Bruce ~~Company entered into agreements to repurchase 6~~Rosenblum,~~520~~ ~~Founder~~beneficially ~~Shares~~owns at the ~~initial~~remaining ~~purchase price~~7,500 for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder ~~Shares to 6,243,480, and reducing the~~ ~~number of Founder~~ Shares ~~held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080~~. ~~As of December 31, 2017, there were 51,000 additional Founder Shares available for grant under the Plan.~~

~~(e)~~Our ~~Performance~~Initial ~~Graph~~Shareholders beneficially own approximately 20.0% of our issued and outstanding ordinary shares. In addition, because of its ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including, amendments to our Articles and approval of significant corporate transactions.

~~The~~Our ~~graph~~Sponsor ~~below compares~~is ~~the~~deemed ~~cumulative~~to ~~total~~be ~~return for~~ our Class A ordinary shares from November 15, 2016 (the first day on which our Class A ordinary shares traded separately, through December 31, 2017 with the comparable cumulative return of three indices: the S&P 500 Index (“~~S&P 500~~promoter”), ~~the~~as ~~Dow~~such ~~Jones~~term ~~Industrial~~is ~~Average~~defined ~~Index~~under ~~(“DJIA”) and NASDAQ. The graph assumes $100 invested on November 15, 2016 in each of our Class A Ordinary Shares and~~ the ~~three indices~~federal ~~presented,~~securities ~~assuming the reinvestment of any dividends~~laws.

49Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~Table~~Founder ofShares ~~Contents~~

~~Comparison~~Prior to our Public Offering, in April 2016, our Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of ~~Cumulative~~$25,000, ~~Total~~or ~~Return~~approximately $0.004 per share.

~~(f)~~In ~~Recent~~August ~~Sales~~2016, we repurchased 99,000 Founder Shares from our Sponsor at their original per share issuance price and subsequently issued such number of ~~Unregistered~~Founder ~~Securities;~~Shares ~~Use~~for the same per share price to certain individuals who will assist in the evaluation of ~~Proceeds~~investment ~~from~~opportunities ~~Registered~~pursuant ~~Offerings~~to the Plan. In September 2016, our Sponsor transferred 30,000 Founder Shares to each of our three independent directors at their original purchase price. On September 15, 2016, we effected a pro rata share capitalization resulting in an increase in the

~~Unregistered~~48 ~~Sales~~

On April 11,Table 2016, our Sponsor purchased 5,750,000 Class F ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2016, our Sponsor transferred 30,000 Class F ordinary shares to each of our three independent directors at their original purchase price. On September 15, 2016, our board of directors effected a capitalization of 500,000 Class F ordinary shares to the Initial Shareholders, resulting in an aggregate issuance of 6,250,000 Founder Shares of which 375,000 shares were subject to forfeiture by our Sponsor if the underwriters’ over-allotment option was not exercised in full by a specified date. The Founder Shares represent 20% of the total ordinary shares outstanding. Following the pro rata share capitalization and the closing of the Public Offering, our Sponsor held 6,044,570 Founder Shares, each of our three independent directors held 32,610 Founder Shares and the individuals assisting us with the evaluation of investment opportunities, including our executive officers, who were granted Founder Shares under the Plan held 107,600 Founder Shares. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, the Company acquired 25,100 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued such 25,100 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and thereafter held 6,037,070 Founders Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080. In connection with the Close Date, we completed the private sale of an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share for $11.50 per share, to our Sponsor, at a price of $1.00 per Private Placement Warrant, generating proceeds, before expenses, of $7,000,000. The Private Placement Warrants are substantially similar to the Warrants underlying the Units issued in the Public Offering, except that if held by our Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis and (ii) are not subject to being called for redemption. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants. On March 12, 2018, we issued the Sponsor Convertible Note, pursuant to which we may borrow up to $1,000,000 from our Sponsor from time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Contents

50 total number of Founder Shares outstanding from 5,750,000 to 6,250,000 in order to maintain the ownership of Founder Shares by our Initial Shareholders at 20% of our issued and outstanding shares upon consummation of the Public Offering.

~~Table~~Following the pro rata share capitalization and the closing of ~~Contents~~the Public Offering, our Sponsor held 6,044,570 Founder Shares, each of the independent directors held 32,610 Founder Shares, and the other individuals, including our executive officers, held 107,600 Founder Shares. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, the Company acquired 25,100 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, the Company re-issued such 25,100 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and thereafter held 6,037,070 Founders Shares.

~~Convertible~~The ~~Note~~Founder ~~including~~Shares ~~accrued~~are ~~interest~~identical ~~thereon~~to ~~will~~the beClass A ~~due~~ordinary ~~and~~Shares ~~payable~~included in ~~full~~the onUnits ~~the~~sold ~~earlier~~in ofthe ~~September~~Public 21Offering, ~~2018~~ and ~~the~~holders ~~consummation~~ of ~~our~~Founder Shares ~~initial~~have ~~Business~~the ~~Combination.~~same ~~Our~~shareholder ~~Sponsor~~rights ~~will have~~as ~~the~~public ~~option~~shareholders, toexcept ~~convert~~that: ~~any~~(i) the ~~amounts~~Founder ~~outstanding~~Shares ~~under~~are ~~the~~subject ~~Sponsor~~to ~~Convertible~~certain ~~Note,~~transfer uprestrictions; to(ii) our ~~$1,000,000~~Initial inShareholders ~~the~~have ~~aggregate,~~entered into ~~warrants~~a toletter ~~purchase~~agreement ~~Class~~with Aus, ~~ordinary~~pursuant ~~shares~~to atwhich they have agreed (a) to ~~conversion~~waive ~~price~~their ofredemption ~~$1.00~~rights ~~per~~with ~~warrant.~~respect ~~The~~to ~~terms~~their ofFounder ~~such~~Shares ~~warrants~~and ~~will be~~Public ~~identical~~Shares toin connection with the ~~Private~~completion ~~Placement~~of ~~Warrants,~~a ~~including~~Business ~~that~~Combination ~~each~~and ~~such~~(b) to ~~warrant~~waive ~~will~~their ~~entitle~~rights to liquidating distributions from the Trust ~~holder~~Account ~~thereof~~with respect to ~~purchase~~their ~~one~~Founder ~~Class~~Shares Aif ~~ordinary~~we ~~share~~fail atto complete a ~~price~~Business ofCombination ~~$11.50~~on ~~per~~or ~~share~~prior to the Extension Date, ~~subject~~although they will be entitled to liquidating distributions from the ~~same~~Trust ~~adjustments~~Account ~~applicable~~with respect to ~~the~~any ~~Private~~Public Shares ~~Placement~~they ~~Warrants.~~hold ~~Under~~if ~~the~~we ~~Sponsor~~fail ~~Convertible~~to ~~Note,~~complete ~~our~~a ~~Sponsor~~Business ~~has~~Combination ~~waived~~within ~~any~~such ~~and~~time ~~all~~period; ~~right,~~(iii) the ~~title,~~Founder ~~interest~~Shares orare ~~claim~~automatically ofconvertible ~~any~~into ~~kind~~Class A inordinary orshares toat ~~any~~the ~~distribution~~time of ora ~~from~~Business ~~the~~Combination ~~Trust~~on ~~Account~~a one-for-one basis, ~~including~~subject ~~any~~to ~~right~~adjustment pursuant to ~~seek~~certain ~~recourse,~~anti-dilution ~~reimbursement~~rights, ~~payment~~ oras ~~satisfaction~~described ~~for~~in ~~any~~the ~~claim~~Company’s ~~against~~amended ~~the~~and ~~Trust~~restated ~~Account.~~memorandum ~~The~~and ~~issuance~~articles of association; and (iv) the Founder ~~Sponsor~~Shares ~~Convertible~~are ~~Note~~subject ~~was~~to ~~approved~~registration byrights. ~~our~~Permitted ~~board~~transferees of ~~directors~~our ~~and~~Initial ~~our~~Shareholders ~~audit~~will ~~committee~~be onsubject ~~March~~to ~~12,~~the ~~2018~~same obligations of our Initial Shareholders.

~~The~~Private ~~sales~~Placement ofWarrants the above securities by the Company were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

~~Use~~Simultaneously with the consummation of ~~Proceeds~~the Public Offering, the Sponsor purchased 7,000,000 Private Placement Warrants at a price of $1.00 per warrant, or $7,000,000 in the aggregate, in a private placement. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was placed in the Trust Account. The Private Placement Warrants may not be redeemed by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than our Sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the Units being sold as part of the Public Offering. Our Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis.

OnThe ~~September 15,~~Private ~~2016,~~Placement ~~our registration statements on Form S-1~~ Warrants (~~Registration~~including ~~Nos.~~the ~~333-213259~~Class A ~~and~~ordinary ~~333-213652)~~shares ~~were~~issuable ~~declared~~upon ~~effective~~exercise byof the ~~SEC~~Private ~~for~~Placement ~~the~~Warrants) ~~Public~~may ~~Offering~~not, ~~pursuant~~subject to ~~which~~certain welimited ~~sold~~exceptions, anbe ~~aggregate of 25~~transferred,~~000,000~~ ~~Units~~assigned ator ansold ~~offering~~The ~~price~~proceeds toof the ~~public~~ ofsale ~~$10.00 per Unit for an aggregate offering price~~ of ~~$250,000,000,~~the ~~with~~Private ~~each~~Placement ~~Unit~~Warrants ~~consisting~~held ofin the ~~one~~Trust ~~Class A~~Account ~~ordinary~~will ~~share~~be ~~and~~used ~~one-half~~to ~~Warrant.~~fund ~~Each~~the ~~Warrant~~redemption ~~entitles~~of the ~~holder~~Company’s ~~thereof to purchase one~~ Class A ordinary ~~share~~shares, atsubject ato ~~price~~the requirements of ~~$11.50~~applicable ~~per share. Deutsche Bank Securities Inc.~~law, and ~~Goldman, Sachs & Co. acted as underwriters (~~the ~~“Underwriters”).~~Private ~~Our~~Placement ~~Public~~Warrants ~~Offering~~will ~~did~~expire ~~not~~worthless ~~terminate~~upon ~~before~~the ~~all~~liquidation of the ~~securities~~ ~~registered in our registration statement were sold~~Company. ~~The Public Offering was consummated on September 21, 2016.~~

~~Net proceeds~~Registration ofRights $250,000,000 from the Public Offering and the sale of the Private Placement Warrants, including deferred underwriting discounts of $8,750,000, together with 1,721,797 in accrued interest, are held in the Trust Account at December 31, 2017. We paid $5,000,000 in underwriting discounts and incurred offering costs of $802,818 related to the Public Offering. In addition, the Underwriters agreed to defer $8,750,000 in underwriting discounts, which amount will be payable when and if a Business Combination is consummated. We also repaid $250,000 in non-interest bearing loans made to us by our Sponsor to cover expenses related to the Public Offering. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates though certain officers were issued Founder Shares pursuant to the Plan. There has been no material change in the planned use of proceeds from the Public Offering as described in our final prospectus dated September 15, 2016 which was filed with the SEC.

51The holders of the Founder Shares, Private Placement Warrants, and Warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the Close Date requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such

~~Table~~49 ~~of Contents~~

ItemTable 6.of Selected Financial Data.Contents

~~The~~ securities. ~~following~~In ~~table~~addition, ~~summarizes~~the ~~selected~~holders ~~historical~~have ~~financial data~~certain ~~and~~“piggy-back” ~~should~~registration berights ~~read in conjunction~~ with ~~our~~respect ~~audited~~to ~~financial~~registration statements ~~and~~filed subsequent to the ~~notes~~completion ~~related~~of ~~thereto~~our ~~which~~initial ~~are~~business combination ~~included~~and inrights ~~“Item 8.~~to ~~Financial~~require ~~Statements~~us ~~and~~to ~~Supplementary~~register ~~Data”~~for ofresale ~~this~~such ~~Annual~~securities ~~Report~~pursuant onto ~~Form 10-K~~Rule 415 under the Securities Act.

Statement of Operations Data
	For year EndedDecember 31, 2017			For the Periodfrom March 15,2016 (inception) throughDecember 31, 2016
Net income/(loss) attributable to Class A ordinary shares	$	1,057,100		$	(84,794	)
Net loss attributable to Class F ordinary shares		(142,118	)		(176,859	)
Net income/(loss) attributable to total ordinary shares	$	914,982		$	(261,653	)
Per share data:
Basic and diluted net loss per Class A ordinary shares	$	0.04		$	(0.01	)
Basic and diluted net loss per Class F ordinary shares		(0.02	)		(0.03	)
Weighted Average Class A ordinary shares outstanding		25,000,000			8,677,500
Weighted Average Class F ordinary shares outstanding		6,247,006			5,670,000
Balance Sheet Data
	December 31, 2017			December 31, 2016
Total assets	$	251,985,745		$	251,047,116
Total liabilities	$	8,860,258		$	8,836,587
Working capital	$	243,125,487		$	242,210,529
Class A ordinary shares subject to possible redemption (23,812,549 shares at $10.00 per share at December 31, 2017 and 23,721,053 at December 31, 2016)	$	238,125,486		$	237,210,528
Shareholders’ equity	$	5,000,001		$	5,000,001

Related Party Notes

AtBetween ~~December~~Inception ~~31,~~and ~~2017~~the ~~total~~Close ~~assets included $251~~Date,~~721,796~~ ~~held~~our inSponsor ~~the~~loaned ~~Trust Account which is available to us for~~ the ~~purposes~~Company ~~of consummating a Business Combination within the time period described in this Annual Report on Form 10-K, of which~~ $8250,~~750,~~000 isin ~~payable~~unsecured ~~for~~promissory ~~deferred underwriting fees upon consummation of a Business Combination~~notes. IfThe ~~a Business~~funds ~~Combination~~were isused ~~not~~to ~~consummated~~pay up-front expenses ~~within~~associated 24with ~~months~~our ofPublic ~~the~~Offering. ~~Close~~These ~~Date,~~notes wewere non-interest bearing ~~will be dissolved~~ and ~~the~~were ~~proceeds~~repaid ~~held~~ in ~~the~~full ~~Trust Account will be distributed solely~~ to ~~holders~~our ofSponsor at ~~our~~the ~~Public~~Close ~~Shares~~Date.

~~Item~~Our 7.Sponsor, ~~Management’s~~officers ~~Discussion~~ and ~~Analysis~~directors, or any of ~~Financial~~their ~~Condition~~respective ~~and~~affiliates, ~~Results~~will be reimbursed for any out-of-pocket expenses ~~Operations~~incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

~~The~~Our ~~following~~audit ~~discussion~~committee ~~and~~will ~~analysis~~review ofon ~~the~~a ~~Company’s~~quarterly ~~financial~~basis ~~condition~~all ~~and~~payments ~~results~~that ofwere ~~operations~~made ~~should~~to beour ~~read~~Sponsor, officers, indirectors ~~conjunction~~or ~~with the~~our ~~audited~~or ~~financial~~their ~~statements~~affiliates and ~~the~~will ~~notes~~determine ~~related~~which ~~thereto~~expenses ~~which~~and ~~are~~the ~~included~~amount inof ~~“Item~~expenses 8.that ~~Financial~~will ~~Statements~~be ~~and~~reimbursed. ~~Supplementary~~There ~~Data”~~is ofno ~~this~~cap ~~Annual~~or ~~Report~~ceiling on ~~Form~~the 10reimbursement of out-K.of-pocket expenses ~~Certain~~incurred ~~information contained~~by insuch ~~the~~persons ~~discussion~~in ~~and~~connection ~~analysis~~with ~~set~~activities ~~forth~~on ~~below~~our ~~includes~~behalf, ~~forward-looking~~although ~~statements.~~no ~~Our~~such ~~actual~~reimbursements ~~results~~will ~~may~~be ~~differ~~made ~~materially~~ from ~~those~~the ~~anticipated~~proceeds of inthe ~~these~~Public ~~forward-looking~~Offering ~~statements~~held asin athe ~~result~~Trust of Account.

52On March 12, 2018, we issued the Sponsor Convertible Note, pursuant to which we may borrow up to $1,000,000 from our Sponsor from time to time. The Sponsor Convertible Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable in full on the Maturity Date (pursuant to an amendment entered into on September 21, 2018). Our Sponsor will have the option to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on March 12, 2018.

~~Table~~On September 26, 2018, the Company issued the Sponsor Note pursuant to which the Company may borrow up to $1.5 million from Sponsor. The Sponsor Note bears interest at a rate of ~~Contents~~2.51% per annum and all unpaid principal under the Sponsor Note including accrued interest thereon will be due and payable in full on the Maturity Date, unless accelerated upon the occurrence of customary events of default. Under the Sponsor Note, Sponsor has waived any and all right, title, interest or claim of any kind in or to any distribution of or from the trust account established in connection with our initial public offering, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the trust account.

~~many~~We ~~factors,~~and ~~including~~our ~~those~~Sponsor ~~set~~are ~~forth~~currently ~~under~~evaluating ~~“Special~~the ~~Note~~treatment ~~Regarding~~of ~~Forward-Looking~~the ~~Statements,”~~Sponsor ~~“Item 1A.~~Convertible ~~Risk~~Note ~~Factors”~~ and ~~elsewhere~~Sponsor inNote ~~this~~given ~~Annual~~our ~~Report~~planned ~~on Form 10-K~~dissolution.

~~Overview~~We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

WeAdministrative ~~are~~Services aAgreement blank check company incorporated as a Cayman Islands exempted company on March 15, 2016 and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate our Business Combination using cash from the proceeds of our Public Offering and the sale of the Private Placement Warrants, and from additional issuances, if any, of our shares, debt or a combination of cash, shares and debt.

AtEffective ~~December~~September 3115, ~~2017~~2016, wethe ~~held~~Company ~~cash~~entered ofinto ~~$201,002,~~an ~~current~~agreement ~~liabilities~~to ofpay ~~$110,258~~monthly ~~and~~expenses ~~deferred underwriting compensation~~ of $810,~~750,~~000~~. Further,~~ wefor ~~expect~~office tospace, ~~continue~~administrative services toand ~~incur~~support ~~significant~~services ~~costs~~to inan ~~the~~affiliate ~~pursuit~~ of ~~our~~the ~~acquisition~~Company’s ~~plans~~Sponsor. WeThe ~~cannot assure you that our plans to complete a Business Combination will be successful.~~

~~Results~~50 ~~of Operations~~

ForTable the year ended December 31, 2017 and for the period from March 15, 2016 (“Inception”) to December 31, 2016, we had income/(loss) from operations of $914,982 and ($261,653), respectively. Our business activities consisted solely of interest income of $1,625,844 for the year ended December 31, 2017 and $95,953 from inception through December 31, 2016 earned from completing our Public Offering, and identifying and evaluating prospective acquisition targets for a Business Combination. Contents

~~Liquidity~~ agreement terminates upon the liquidation of the Company. For the year ended December 31, 2018 and ~~Capital~~for ~~Resources~~the year ended December 31, 2017, the Company incurred expenses of $120,000 and $120,000, respectively under this agreement.

OnDirector ~~April 11,~~Independence 2016, our Sponsor purchased 5,750,000 Class F ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In September 2016, our Sponsor transferred 30,000 Class F ordinary shares to each of our three independent directors at their original purchase price. Immediately prior to the pricing of the Public Offering, on September 15, 2016, we effected a capitalization of 500,000 Class F ordinary shares to the Initial Shareholders, resulting in an aggregate issuance of 6,250,000 Founder Shares of which up to 375,000 shares were subject to forfeiture by our Sponsor if the Underwriters’ over-allotment option was not exercised in full by a specified date. The Founder Shares represent 20% of the total ordinary shares outstanding. Following the capitalization, our Sponsor held 6,044,570 Founder Shares and each of our three independent directors held 32,610 Founder Shares and the other individuals, including our executive officers, who were originally issued 99,000 Founder Shares under the Plan held 107,600 Founder Shares after we effected the pro rata share capitalization. On March 16, 2017, concurrent with Mr. Bruce Rosenblum’s resignation from our board of directors, we acquired 25,110 Founders Shares from Mr. Rosenblum and concurrent therewith, in connection with Mr. Casey Wasserman’s appointment to the board of directors, we re-issued such 25,110 Founders Shares to Mr. Casey Wasserman, and our Sponsor sold to Mr. Wasserman an additional 7,500 Founders Shares and our Sponsor thereafter held 6,037,070 Founders Shares. On June 26, 2017, the Company entered into agreements to repurchase 6,520 Founder Shares at the initial purchase price, for the total sum of $24, from two individuals no longer providing services to the Company. The repurchase was consummated in July, 2017, at which time such shares were treated as cancelled, reducing the number of issued and outstanding Founder Shares to 6,243,480, and reducing the number of Founder Shares held collectively by individuals previously awarded Founder Shares under the Plan from 107,600 to 101,080.

OnNASDAQ listing standards require that a majority of our board of directors be independent. An “independent director” is defined ~~September 21,~~generally ~~2016,~~as wea ~~consummated~~person ~~the~~other ~~Public~~than ~~Offering~~an officer or employee of ~~25,000,000~~the ~~Units~~company (or its subsidiaries or any other individual having a relationship which ~~included~~in the ~~purchase~~opinion of 1the company’s board of directors,~~500,000~~ ~~Units~~would ~~subject~~interfere towith the ~~Underwriters~~director’s ~~1,500,000~~exercise of ~~Unit~~independent ~~over-allotment~~judgment ~~option)~~in atcarrying aout ~~price~~the responsibilities of ~~$10~~a director.00 ~~per~~Our ~~Unit~~board ~~generating~~of ~~gross proceeds~~directors ofhas ~~$250~~determined that Messrs. Carey,~~000,000~~ ~~before~~Rasulo ~~underwriting~~and ~~discounts~~Wasserman are “independent directors” as defined in Rule 10A-3 of the Exchange Act and ~~expenses~~the rules of the NASDAQ. ~~Prior~~Our toindependent directors have regularly scheduled meetings at which only independent directors are present.

53Director Composition and Standstill Agreement

~~Table~~On September 13, 2018, concurrently with the execution of ~~Contents~~the Business Combination Agreement, the Company, Sponsor and certain other parties thereto entered into the Director Composition and Standstill Agreement, pursuant to which, among other things, (i) a representative of the Panavision shareholders and Sponsor were proposed to each have certain rights to designate directors to the board of directors of the Company following the consummation of the Panavision/SIM Business Combination, (ii) certain Panavision shareholders and Sponsor agreed not to take certain actions in respect of the members of the board of directors of the Company designated by Sponsor or the such Panavision shareholders, as applicable, following the consummation of the Panavision/SIM Business Combination, (iii) the representative of the Panavision shareholders and Sponsor each were provided certain negative consent rights with respect to certain future actions taken by the Company and its subsidiaries following the proposed consummation of the Panavision/SIM Business Combination, and (iv) each of the Company and Sponsor agreed to take certain actions in connection with, or to facilitate, the Panavision/SIM Business Combination. As a result of the termination of the Business Combination Agreement, effective as of February 28, 2019, this agreement was automatically terminated with no further force or effect.

~~the~~PIPE ~~Close~~Investment Date, we completed the private sale of an aggregate of 7,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share for $11.50 per share, to our Sponsor, at a price of $1.00 per Private Placement Warrant.

WeOn ~~received~~September 13, ~~gross~~2018, ~~proceeds~~concurrently ~~from~~with the ~~Public~~execution ~~Offering~~of ~~and~~ the ~~sale~~Business ofCombination ~~the Private~~Agreement, ~~Placement~~we ~~Warrants~~entered ofinto ~~$250,000,000~~subscription ~~and~~agreements ~~$7,000,000,~~with certain ~~respectively,~~investors ~~for~~pursuant anto ~~aggregate~~which ofsuch ~~$257,000,000.~~investors ~~$250,000,000~~collectively ofsubscribed ~~the~~for ~~gross~~5.5 million ~~proceeds~~shares ~~were~~of ~~deposited~~our incommon ~~the~~stock ~~Trust~~(after ~~Account.~~giving Ateffect to the ~~Close~~Domestication) ~~Date,~~for ~~the~~an ~~remaining~~aggregate ~~$7,000,000~~purchase ~~was~~price ~~held~~equal ~~outside~~to of$55.0 million (the ~~Trust~~ ~~Account~~“PIPE Investment”), $30.0 million of which ~~$5,000,000~~ was ~~used~~proposed to ~~pay~~be ~~underwriting~~funded ~~discounts~~by ~~and~~an ~~$250,000~~affiliate ~~was~~of ~~used~~the toSponsor. ~~repay~~As ~~notes~~a ~~payable~~result toof ~~our~~the ~~Sponsor,~~termination ~~with~~of the ~~balance~~Business ~~reserved~~Combination toAgreement, ~~pay~~effective ~~accrued~~as ~~offering~~of ~~and formation costs~~February 28, ~~business~~2019, ~~legal~~each ~~and~~of ~~accounting~~the ~~due~~subscription ~~diligence~~agreements onentered ~~prospective~~into ~~acquisitions~~in ~~and~~connection ~~continuing~~with ~~general and administrative expenses. In~~ the ~~future,~~PIPE aInvestment ~~portion~~was ofautomatically ~~interest~~terminated ~~income~~with onno ~~the~~further ~~funds~~force ~~held~~or ~~in the Trust Account may be released to us to pay tax obligations~~effect.

AtTermination ~~December 31,~~Agreement 2017, funds held in the Trust Account consisted solely of cash and investments. On September 21, 2016 we invested the funds held in the Trust Account in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest solely in United States Treasuries. Due to the short-term nature of the money market fund’s investments, we do not believe that we are subject to material interest rate risk.

~~At December~~Due to market conditions, delays resulting from the recent partial U.S. government shutdown and the March 31, ~~2017~~2019 termination date of the Company, wethe ~~had~~Company, ~~cash~~Panavision, ~~held~~Sim, ~~outside~~the ofPanavision Holder Representative (as defined in the ~~Trust~~Business ~~Account~~Combination Agreement) and the Sim Holder Representative (as defined in the Business Combination Agreement) jointly determined to terminate the Business Combination Agreement pursuant to a Termination Agreement, dated as of ~~$201~~February 28,~~002~~ 2019, ~~which~~by isand ~~available~~among tosuch ~~fund~~parties, ~~our~~effective ~~working~~as ~~capital~~of ~~requirements~~such date.

At51 December 31, 2017, we had current liabilities of $110,258, largely due to amounts owed to professionals, consultants, advisors and others who performed services related to our Public Offering and the sale of the Private Placement Warrants or are working on identifying and evaluating a Business Combination. The identification and evaluation of a potential Business Combination is continuing after December 31, 2017 and additional expenses will be incurred. Such expenses may be significant, and we expect some portion of these expenses to be paid upon consummation of a Business Combination. On March 12, 2018, we issued an unsecured convertible promissory note to our Sponsor, pursuant to which we may borrow up to $1,000,000 from our Sponsor from time to time. See “Related Party Transactions” below. We may request additional loans from our Sponsor, affiliates of our Sponsor or certain of our executive officers and directors to fund our working capital requirements prior to completing a Business Combination. We may use working capital to repay such loans, but no proceeds from the Trust Account will be utilized for such repayment. Additional funds could also be raised through a private offering of debt or equity. Our Sponsor, affiliates of our Sponsor, executive officers and directors are not obligated to make additional loans to us, and we may not be able to raise additional funds from unaffiliated parties. If we are unable to fund future working capital needs, if any, prior to completion of a Business Combination, our ability to continue as a going concern may be impaired.

WeTable have 24 months after the Close Date to complete a Business Combination. If we do not complete a Business Combination within this time period, we shall (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 (which interest shall be net of taxes payable, and less up to $50,000 of 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 reasonably possible following such redemption, subject to the approval of our remaining shareholders and the 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. There will be no redemption rights or liquidating distributions with respect to our Warrants and Private Placement Warrants, which will expire worthless if we fail to complete our Business Combination within the 24-month time period. Contents

54Item 14. Principal Accounting Fees and Services.

~~Table~~Fees offor ~~Contents~~professional services provided by our independent registered public accounting firm since inception include:

We intend to use substantially all of the funds held in the Trust Account, including any mounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. We may withdraw up to $50,000 of interest to pay 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 earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account after completion of the Business Combination and redemptions of Class A ordinary shares, if any, will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategy.


	For the Year Ended December 31, 2018		For the Year Ended December 31, 2017
Audit Fees⁽¹⁾	$	140,786	$	89,250
Audit-Related Fees⁽²⁾		825,500		—
Tax Fees⁽³⁾		—		—
All Other Fees⁽⁴⁾		—		—

Total	$	966,286	$	89,250

We(1) doAudit ~~not~~Fees. ~~believe~~Audit wefees ~~will~~consist ~~need~~of tofees ~~raise~~billed ~~additional~~for ~~funds~~professional inservices ~~order~~rendered ~~to meet the expenditures required~~ for ~~operating our business. However, if our estimates of~~ the ~~costs~~audit of ~~identifying~~our ~~a target business, undertaking in~~year-~~depth~~end ~~due~~consolidated ~~diligence~~financial statements and ~~negotiating~~services athat ~~Business Combination~~ are ~~less~~normally ~~than~~provided ~~the~~by ~~actual amount necessary to do so, we may have insufficient funds available to operate~~ our ~~business~~independent ~~prior~~registered topublic ~~our~~accounting ~~Business~~firm Combination. Moreover, we may need to obtain additional financing either to complete a Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of a Business Combination, in ~~which case we may issue additional securities or incur debt in~~ connection with ~~such~~statutory ~~Business~~and ~~Combination.~~regulatory filings.

~~Off~~(2) Audit-~~Balance~~Related ~~Sheet~~Fees. ~~Financing~~Audit-related ~~Arrangements~~fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. The audit-related fees for 2018 represent advisory services related to due diligence pertaining to the business combination that was terminated on February 28, 2019.

We(3) ~~have~~Tax ~~no obligations, assets or liabilities which would be considered off-balance sheet arrangements~~Fees. We doTax ~~not~~fees ~~participate~~consist inof ~~transactions~~fees ~~that~~billed ~~create~~for ~~relationships~~professional ~~with~~services ~~unconsolidated~~relating ~~entities or financial partnerships, often referred~~ to astax ~~variable interest entities~~compliance, ~~which~~tax ~~would~~planning ~~have~~and ~~been~~tax ~~established for the purpose of facilitating off-balance sheet arrangements~~advice.

We(4) ~~have~~All ~~not~~Other ~~entered~~Fees. ~~into~~All ~~any off-balance~~other ~~sheet~~fees ~~financing~~consist ~~arrangements,~~of ~~established~~fees ~~any~~billed ~~special~~for ~~purpose~~all ~~entities, guaranteed any debt or commitments of~~ other ~~entities, or entered into any non-financial agreements involving assets~~services.

~~Contractual~~Policy ~~Obligations~~on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors

WeThe doaudit ~~not~~committee ~~have~~is responsible ~~any~~for ~~long-term debt~~appointing, ~~capital~~setting ~~lease~~compensation ~~obligations,~~and ~~operating~~overseeing ~~lease~~the ~~obligations~~work orof ~~long-term~~the ~~liabilities~~independent ~~other~~auditors. ~~than~~In anrecognition ~~administrative agreement~~of tothis ~~pay~~responsibility, ~~monthly~~the ~~recurring~~audit ~~expenses~~committee ofshall ~~$10~~review and,~~000~~ ~~for~~in ~~office~~its ~~space~~sole discretion, pre-approve all ~~utilities~~audit and ~~secretarial and administrative~~ permitted non-audit services to anbe ~~affiliate~~provided ofby ~~our Sponsor and~~ the ~~deferred~~independent ~~underwriting~~auditors ~~compensation~~ as ~~further~~provided ~~described~~under ~~above. The agreement terminates upon~~ the ~~earlier~~audit ~~of the consummation by the Company of a Business Combination or the liquidation of the Company~~committee charter.

~~Related Party~~52 ~~Transactions~~

BetweenTable Inceptionof and the Close Date, our Sponsor loaned the Company $250,000 in unsecured promissory notes. The funds were used to pay up-front expenses associated with our Public Offering. These notes were non-interest bearing and were repaid in full to our Sponsor at the Close Date. Contents

~~Our~~PART ~~Sponsor,~~IV officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

~~Our~~Item audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed15. ~~There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf~~Exhibits, ~~although~~Financial noStatement ~~such reimbursements will be made from the proceeds of the Public Offering held in the Trust Account prior to the completion of the Business Combination~~Schedules.

55(a) The following documents are filed as part of this Annual Report on Form 10-K:

~~Table~~Financial ofStatements: ~~Contents~~See “Index to Consolidated Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein.

In(b) ~~addition,~~Exhibits: in order to finance transaction costs in connection with our 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 funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. On March 12, 2018, we issued the Sponsor Convertible Note, pursuant to which we may borrow up to $1,000,000 from our Sponsor from time to time. The ~~Sponsor~~exhibits ~~Convertible~~listed ~~Note bears interest at a rate of 1.96% per annum and all unpaid principal under the Sponsor Convertible Note including accrued interest thereon will be due and payable~~ in ~~full on~~ the ~~earlier~~accompanying ofindex ~~September 21, 2018 and the consummation of our initial Business Combination. Our Sponsor will have the option~~ to ~~convert~~exhibits ~~any~~are ~~amounts~~filed outstanding under the Sponsor Convertible Note, up to $1,000,000 in the aggregate, into warrants to purchase Class A ordinary shares at a conversion price of $1.00 per warrant. The terms of such warrants will be identical to the Private Placement Warrants, including that each such warrant will entitle the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Under the Sponsor Convertible Note, our Sponsor has waived any and all right, title, interest or ~~claim~~incorporated ofby ~~any~~reference ~~kind~~as inpart ~~or to any distribution~~ of orthis ~~from~~Annual ~~the~~Report Trust Account, including any right to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account. The issuance of the Sponsor Convertible Note was approved by our board of directors and our audit committee on ~~March~~Form ~~12, 2018~~10-K. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete a Business Combination with a target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.


Exhibit Number		Description

2.1		Business Combination Agreement, dated as of September 13, 2018, by and among Saban Capital Acquisition Corp., Panavision Acquisition Sub, Inc., SIM Acquisition Sub, Inc., Panavision Inc., SIM Video International Inc. and each of the Holder Representatives named therein (incorporated by reference to Exhibit 2.1 filed with the Current Report on Form 8-K filed by the Registrant on September 14, 2018).

3.1		Amended and Restated Memorandum and Articles of Association of Saban Capital Acquisition Corp. as amended by the Amendment to the Amended and Restated Memorandum and Articles of Association of Saban Capital Acquisition Corp. adopted on September 18, 2018 (incorporated by reference to Exhibit 3.1 filed to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2018).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1 filed by the Registrant on August 23, 2016).

4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on August 23, 2016).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1 filed by the Registrant on August 23, 2016).

4.4		Warrant Agreement, dated as of September 15, 2016, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 filed to the Form 8-K filed by the Registrant on September 21, 2016).

10.1		Form of Letter Agreement, dated September 15, 2016, among the Company, its officers and directors and Saban Sponsor LLC. (incorporated by reference to Exhibit 10.1 filed to the Form 8-K filed by the Registrant on September 21, 2016).

10.2		Investment Management Trust Agreement, dated as of September 15, 2016, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 filed to the Form 8-K filed by the Registrant on September 21, 2016).

10.3		Registration Rights Agreement, dated as of September 15, 2016, among the Company, Saban Sponsor LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.3 filed to the Form 8-K filed by the Registrant on September 21, 2016).

10.4		Administrative Services Agreement, dated September 15, 2016, between the Company and Saban Capital Group, Inc. (incorporated by reference to Exhibit 10.4 filed to the Form 8-K filed by the Registrant on September 15, 2016).

10.5		Sponsor Warrants Purchase Agreement, dated as of September 15, 2016, between the Company and Saban Sponsor LLC (incorporated by reference to Exhibit 10.5 filed to the Form 8-K filed by the Registrant on September 21, 2016).

~~After~~53 our Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All of this compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

CriticalTable Accountingof Policies Contents

The preparation of financial statements and related disclosures in conformity with U.S. 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 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:


Exhibit Number		Description

10.6		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 filed with the Form S-1 filed by the Registrant on August 23, 2016).

10.7		Promissory Note, dated as of April 11, 2016, issued to Saban Sponsor LLC (incorporated by reference to Exhibit 10.1 filed with the Form S-1 filed by the Registrant on August 23, 2016).

10.9		Securities Subscription Agreement, dated April 11, 2016, between the Registrant and Saban Sponsor LLC (incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on August 23, 2016).

10.10		The 2016 Share Award Plan (incorporated by reference to Exhibit 10.9 filed with the Form S-1 filed by the Registrant on September 8, 2016).

10.11		Form of Award Agreement under The 2016 Share Award Plan (incorporated by reference to Exhibit 10.10 filed with the Form S-1 filed by the Registrant on September 8, 2016).

10.12		Convertible Promissory Note, dated as of March 12, 2018, issued to Saban Sponsor LLC (incorporated by reference to Exhibit 10.12 filed with the Annual Report on Form 10-K filed by the Registrant on March 14, 2018).

10.13		Amendment No. 1, dated as of September 18, 2018, to the Investment Management Trust Agreement, dated as of September 15, 2016, between Saban Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 filed to the Form 8-K filed by the Registrant on September 21, 2018).

10.14		Promissory Note, dated as of September 26, 2018, issued to Saban Sponsor LLC (incorporated by reference to Exhibit 10.1 filed to the Form 8-K filed by the Registrant on September 27, 2018).

10.15		Amendment No. 1, dated as of September 21, 2018, to the Promissory Note, dated as of March 12, 2018, issued to Saban Sponsor LLC (incorporated by reference to Exhibit 10.2 filed to the Form 8-K filed by the Registrant on September 27, 2018).

10.16		Form of Subscription Agreements between Saban Capital Acquisition Corp. and each of the investors thereto (incorporated by reference to Exhibit 10.4 filed to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2018).

10.17		Director Composition and Standstill Agreement, dated as of September 13, 2018, by and among, Saban Capital Acquisition Corp., Saban Sponsor LLC, Saban Sponsor II LLC and the other parties thereto (incorporated by reference to Exhibit 10.5 filed to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2018).

10.18		Employment Agreement between Saban Capital Acquisition Corp. and Kimberly Snyder (incorporated by reference to Exhibit 10.6 filed to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2018).

10.19		Employment Agreement between Saban Capital Acquisition Corp. and Bill Roberts (incorporated by reference to Exhibit 10.7 filed to the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2018).

10.22		Termination Agreement, dated as of February 28, 2019, by and among Saban Capital Acquisition Corp., Panavision Inc., Sim Video International Inc., Cerberus PV Representative, LLC and Granite Film and Television Equipment Rentals Inc. (incorporated by reference to Exhibit 10.1 filed to the Form 8-K filed by the Registrant on February 28, 2019).

21.1		List of subsidiaries of Saban Capital Acquisition Corp (incorporated by reference to Exhibit 21.1 filed to the Registration Statement on Form S-4 filed by the Registrant on December 11, 2018).

24.1*		Power of Attorney (included on the signature pages herein).

OfferingTable Costsof Contents

We comply with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” We incurred offering costs in connection with our Public Offering of $802,818, primarily consisting of accounting and legal services, securities registration


Exhibit Number		Description

31.1*		Certification of 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 Principal Financial 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 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 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.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

56* Filed herewith.

~~Table~~ITEM of16. ~~Contents~~Form 10K Summary

~~expenses~~None ~~and exchange listing fees. These costs, along with paid and deferred underwriter discounts totaling $13,750,000, were charged to additional paid-in capital at the Close Date.~~

~~Redeemable~~55 ~~Ordinary Shares~~

TheTable 25,000,000 Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature under which holders of the Class A ordinary shares may redeem all or a portion of their Public Shares upon completion of our Business Combination 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 Business Combination including interest (which interest shall be net of taxes payable). In accordance with ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), redemption provisions not solely within an entity’s control require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of an entity’s equity instruments, are excluded from the provisions of ASC 480. Although we did not specify a maximum redemption threshold, our amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to fall below $5,000,001. Accordingly, at December 31, 2017, 23,812,549 of our 25,000,000 Class A ordinary shares were classified outside of permanent equity. Contents

~~Net~~SIGNATURES ~~Income/(Loss) per Ordinary Share~~

~~Net~~Pursuant ~~Income/(loss)~~to ~~per~~the ~~ordinary~~requirements ~~share~~of isSection 13 ~~computed~~or ~~by dividing net income/~~15(~~loss~~d) ~~attributable to ordinary shares by the weighted average number~~ of ~~ordinary shares outstanding during~~ the ~~period,~~Securities ~~plus~~Exchang

Filing Compare · Saban Capital Acquisition Corp.