Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations
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References to we, us, our or the Company are to Regalwood Global
Energy Ltd., except where the context requires otherwise. The following discussion should be read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this report.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could,
would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on September 14, 2017 as a Cayman Islands exempted company for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although we are not limited to a particular industry or sector for purposes of consummating an Initial Business
Combination, we intend to make investments in oil and gas exploration and production, midstream, refining and marketing and energy services companies outside of North America that may provide opportunities for attractive risk-adjusted returns. Our
Sponsor is CIEP Sponsor Ltd., a Cayman Islands company.
We consummated our initial public offering on December 5, 2017 (the
Public Offering). If we are unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 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 the Companys remaining shareholders and the Companys board of directors, dissolve and liquidate, subject in each case to the
Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Results of
Operations
Since the consummation of our Public Offering, our activity has been limited to the search for a prospective Initial
Business Combination, and we will not generate any operating revenues until the completion of our Initial Business Combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as for due diligence expenses. We expect to continue to incur significant costs in the pursuit of our acquisition plans.
For the three and six months ended June 30, 2018, we had net income of $1,012,516 and $1,627,700, which consisted of $1,196,041 and
$2,146,526 in interest income, offset by total expenses of $183,525 and $518,826, respectively. For the three months ended June 30, 2018, total expenses included $60,000 and $123,525 in related party administrative fees and general and
administrative expenses, respectively. For the six months ended June 30, 2018, total expenses included $120,000 and $398,826 in related party administrative fees and general and administrative expenses, respectively.
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