SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



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



For the fiscal year ended December
31, 2017



OR



☐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:       001-38348



One Madison Corporation

(Exact Name of Registrant as Specified in
Its Charter)



|Cayman Islands                                                 |  | N/A                                    
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)



3 East 28th Street, 8th Floor

New York, New York 10016

(Address of Principal Executive Offices)

Tel: 212-763-0930

(Registrant’s telephone number, including
area code)



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 |  | The New York Stock Exchange              
|                                                                                                                                                            |  |                                          
|Class A ordinary shares, $0.0001 par value                                                                                                                  |  | The New York Stock Exchange              
|Warrants to purchase Class A ordinary shares                                                                                                                |  | The New York Stock Exchange              



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 Section 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 of this chapter) 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, or a smaller reporting company. See the definitions 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 smaller reporting company) | Smaller 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 Act). Yes ☐
 No ☒



The registrant was not a public company at June 30, 2017, the
last business day of the registrant’s most recently completed second fiscal quarter, and therefore it cannot calculate the
aggregate market value of its voting and non-voting common equity held by non-affiliates at such date. The registrant’s Units
began trading on the New York Stock Exchange on January 18, 2018 and the registrant’s Class A ordinary shares began separate
trading on the New York Stock Exchange on February 21, 2018. At December 31, 2017, the registrant had no Class A ordinary shares
outstanding.



As of March 28, 2018, the registrant had 30,000,000 of its
Class A ordinary shares, $0.0001 par value per share, and 11,250,000 of its Class B ordinary shares, $0.0001 par value per share,
outstanding.
















Table
of Contents



|                  |                                                                                                              | Page
|----------------- | ------------------------------------------------------------------------------------------------------------ | ----
|                  |                                                                                                              |     
|PART I            |                                                                                                              | 1   
|Item 1.           | Business                                                                                                     | 1   
|Item 1A.          | Risk Factors                                                                                                 | 6   
|Item 1B.          | Unresolved Staff Comments                                                                                    | 34  
|Item 2.           | Properties                                                                                                   | 34  
|Item 3.           | Legal Proceedings                                                                                            | 34  
|Item 4.           | Mine Safety Disclosures                                                                                      | 34  
|PART II           |                                                                                                              | 35  
|Item 5.           | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 35  
|Item 6.           | Selected Financial Data                                                                                      | 36  
|Item 7.           | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 36  
|Item 7A.          | Quantitative and Qualitative Disclosures About Market Risk                                                   | 42  
|Item 8.           | Financial Statements and Supplementary Data                                                                  | F-1 
|Item 9.           | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 43  
|Item 9A.          | Controls and Procedures                                                                                      | 43  
|Item 9B.          | Other Information                                                                                            | 43  
|PART III          |                                                                                                              | 44  
|Item 10.          | Directors, Executive Officers and Corporate Governance                                                       | 44  
|Item 11.          | Executive Compensation                                                                                       | 53  
|Item 12.          | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 53  
|Item 13.          | Certain Relationships and Related Transactions                                                               | 54  
|Item 14.          | Principal Accounting Fees and Services                                                                       | 56  
|PART IV           |                                                                                                              | 58  
|Item 15.          | Exhibits and Financial Statement Schedules                                                                   | 58  
|INDEX TO EXHIBITS | 59                                                                                                          
|SIGNATURES        | 60                                                                                                          



i







PART I



| | Item 1. | Business
| | ------- | --------



Except where the context otherwise requires, all references
in this Annual Report to the “Company”, “we”, “us”, “our” or similar words or phrases
are to One Madison Corporation, a Cayman Islands exempted company. References to our “management” or our “management
team” refer to our executive officers and directors, and references to the “sponsor” refer to One Madison Group,
LLC, a Delaware limited liability company, in which our founder, Omar M. Asali, together with certain affiliates, holds a controlling
80% ownership interest. References to our “initial shareholders” refer to the sponsor, the anchor investors (as defined
below), the BSOF Entities (as defined below) and the Company’s management.



Introduction



We are a blank check company incorporated
on July 13, 2017 as a Cayman Islands exempted company incorporated 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, opportunities to enter into a business combination, 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 also have 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 Exchange Act of 1934 (the “Exchange Act”) because we have no
operations and nominal assets consisting almost entirely of cash.



On January 22, 2018, we consummated our
initial public offering (the “initial public offering”) of 30,000,000 units (the “units”). Each unit consists
of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross
proceeds, before expenses, of $300 million. Prior to the consummation of the initial public offering, the Sponsor purchased 8,625,000
Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and certain other investors
(the “anchor investors”) purchased 3,750,000 Class B ordinary shares for an aggregate purchase price of $37,500, or
approximately $0.01 per share (together, the “founder shares”). The founder shares were issued to the anchor investors
in connection with their agreement to purchase an aggregate of 15,000,000 ordinary shares (13,025,000 Class A ordinary shares and
1,975,000 Class C ordinary shares) (“forward purchase shares”), plus an aggregate of 5,000,000 redeemable warrants
(“forward purchase warrants”) for $10.00 per share, for an aggregate purchase price of $150 million, in a private
placement to occur concurrently with the closing of the initial business combination (the “forward purchase agreements”).
We also entered into the strategic partnership agreement (the “Strategic Partnership Agreement), pursuant to which the sponsor
transferred 525,000 founder shares to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund
II L.P., a Cayman Islands exempted limited partnership, both affiliates of The Blackstone Group L.P. (together, the “BSOF
Entities”). On March 8, 2018, the Sponsor surrendered 1,125,000 Class B ordinary shares to the Company for no consideration,
which the Company cancelled, following the expiration of the underwriters’ over-allotment option granted in the initial public
offering.



Upon execution of the forward purchase
agreements, each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares.
The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares
do not grant their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following
the consummation of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary
shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon
the transfer of such Class C ordinary share to an unaffiliated third party.



Pursuant to the Strategic Partnership Agreement,
the BSOF Entities have agreed to act as our strategic partner and may provide debt or equity financing in connection with our initial
business combination, but are not required to do so. The founder shares held by the BSOF Entities are subject to certain transfer
restrictions, forfeiture and earnout provisions similar to those imposed upon our sponsor and the anchor investors. If we seek
shareholder approval of our initial business combination, the BSOF Entities have agreed to vote any founder shares they may own
in favor of such initial business combination. The BSOF Entities may designate one observer to our board of directors until the
consummation of our initial business combination. The BSOF Entities have also separately purchased an aggregate of 560,000 private
placement warrants, at a price of  $1.00 per warrant, in the Initial Private Placement. Such private placement warrants
have the same terms and conditions as those purchased by our anchor investors. The BSOF Entities will be entitled to registration
rights with respect any ordinary shares and warrants held by them. We believe that the combination of capital provided by our anchor
investors and a strategic partnership with the BSOF Entities will provide us with a material advantage in effecting an initial
business combination.



1







Simultaneously with the closing of the
initial public offering, the Company consummated the private placement (“Initial Private Placement”) of 8,000,000 warrants
(“Private Placement Warrants”) each exercisable to purchase one Class A ordinary share or Class C ordinary share, as
applicable, at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8 million.



Upon the closing of the initial public offering
and the Initial Private Placement, $300 million ($10.00 per unit) from the net proceeds thereof was placed in a U.S.-based trust
account at J.P. Morgan Chase Bank, N.A, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust
Account”), and is invested in a money market fund selected by the Company until the earlier of: (i) the completion of the
initial business combination or (ii) the redemption of the Company’s public shares if the Company is unable to complete a
business combination by January 22, 2020, subject to applicable law.



After the payment of underwriting
discounts and commissions (excluding the deferred portion of $10,500,000 in underwriting discounts and commissions, which
amount will be payable upon consummation of our initial business combination if consummated) and approximately $1,000,000 in
expenses relating to the initial public offering, approximately $1,000,000 of the net proceeds of the initial public offering
and Initial Private Placement was not deposited into the Trust Account and was retained by us for working capital purposes.
The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest.



Effecting Our Initial Business Combination



General



We are not presently engaged in, and we will
not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate our
initial business combination using cash held in the Trust Account, our equity, debt or a combination of these as the consideration
to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks
inherent in such companies and businesses.



If our initial business 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 initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of
the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working capital.



Selection of a target business and structuring of our
initial business combination



While we may pursue an acquisition opportunity
in any industry or location, we intend to focus on the consumer sector and consumer-related businesses based predominantly in North
America with global reach. We believe our management team has the skills and experience to identify, evaluate and consummate a
business combination and is positioned to assist businesses we acquire in the following categories: (i) consumer products or services,
(ii) food and beverage and (iii) adjacent manufacturing or industrial services businesses linked to a consumer end-user. We intend
to target businesses that have stable cash flows, strong management teams, and attractive growth prospects over the long term.
Our management and our operating and advisory committee have extensive experience not only identifying and executing the acquisition
of private and public companies, but also the running and operating of businesses post-transaction.



2







Our initial business combination must occur
with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the
Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at
the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors 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 which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction
of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair
market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the
target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or
prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful
or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the
target business meets the 80% of assets threshold, unless such opinion includes material information regarding the valuation of
a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to
our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with
the SEC in connection with a proposed transaction will include such opinion.



We anticipate structuring our initial business
combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity
interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires 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, or the Investment Company Act. Even if the post-transaction company owns
or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business
combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all
of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However,
as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination
could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the
equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion
of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If
the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value
of all of the target businesses.



In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information
which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and
negotiate the terms of the business combination transaction.



The time required to evaluate a target business
and to structure and complete our initial 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 evaluation of, and negotiation with, 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.



Redemption rights for holders of public shares upon consummation
of our initial business combination



We will provide our shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares sold as part of the units sold in the initial public offering
(the “public shares”) upon the completion of our initial business combination at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of our initial business combination, including interest, less income taxes payable, divided by the number of then outstanding public
shares, subject to the limitations described herein. There will be no redemption rights upon the completion of our initial business
combination with respect to our warrants. Our initial shareholders have agreed to waive their redemption rights with respect to
their founder shares, and with respect to the initial shareholders other than the anchor investors, any public shares they may
hold in connection with the consummation of the initial business combination.



3







Conduct of redemptions pursuant to tender offer rules



If we conduct redemptions pursuant to the
tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), we will, pursuant to our amended and
restated memorandum and articles of association: (a) conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange
Act, which regulate issuer tender offers; and (b) file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.



Submission of our initial business combination to a shareholder
vote



In the event that we seek shareholder approval
of our initial 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 initial business combination.



If we seek shareholder approval, we will
complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the
business combination. In such case, our initial shareholders have agreed to vote their founder shares and any public shares purchased
during or after the initial public offering in favor of our initial business combination. Each public shareholder may elect to
redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our initial
shareholders have agreed to waive their redemption rights with respect to their founder shares, and with respect to the initial
shareholders other than the anchor investors, any public shares they may hold in connection with the consummation of the business
combination.



If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination. However, other than as expressly stated herein, 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 held in
the Trust Account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions,
they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
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.



The purpose of any such purchases of shares
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. The purpose of any such purchases of public warrants could be to reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial
business combination. Any such purchases of our securities may result in the completion of our business combination that may not
otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares
or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to
maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.



4







Limitation on redemption rights upon completion of our
initial business combination if we seek stockholder approval



Notwithstanding the foregoing redemption
rights, if we seek shareholder approval of our initial 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 redeeming its
shares with respect to more than an aggregate of 20% of the shares sold in the initial public offering. We believe the restriction
described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more
than an aggregate of 20% of the shares sold in the initial public offering could threaten to exercise its redemption rights against
a business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 20% of the shares
sold in the initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt
to block our ability to complete our business combination, particularly in connection with a business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than
20% of the shares sold in the initial public offering) for or against our business combination.



Redemption of public shares and liquidation if no initial
business combination



The sponsor, the anchor investors, our management
and the BSOF Entities have agreed that we will have until January 22, 2020 to complete our initial business combination. If we
are unable to complete our initial business combination by January 22, 2020, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less
up to $100,000 of interest to pay dissolution expenses and net of taxes payable), 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 liquidation 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, which will expire worthless
if we fail to complete our initial business combination by January 22, 2020.



Competition



In identifying, evaluating and selecting
a target business for our initial 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 seeking strategic acquisitions. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater
financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our
available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce
the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination.



Employees



We currently have three executive officers
and no other employees. These individuals are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the business combination process we are in.



5







Available Information



We are required to file Annual Reports on
Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events
(e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary
course of business and bankruptcy) in a Current Report on Form 8-K. The public may read and copy any materials we file with the
SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s
Internet website is located at http://www.sec.gov.



| | Item 1A. | Risk Factors
| | -------- | ------------



An 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, the prospectus associated with our initial public offering and the registration statement of which such
prospectus forms a part, 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.



We are a recently formed company with
no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.



We are a recently formed
company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until
completing a business combination. Because we lack an operating history and have no operating results, you have no basis upon
which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more
target businesses. We have no current arrangements or understandings with any prospective target business concerning a business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.



Our public shareholders may not be afforded
an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination
even though a majority of our public shareholders do not support such a combination.



We may choose not to hold a shareholder
vote before we complete our initial business combination if the business combination would not require shareholder approval under
applicable law or stock exchange listing requirement. Accordingly, we may complete our initial business combination even if holders
of a majority of our ordinary shares do not approve of the business combination we complete.



6







If we seek shareholder approval
of our initial business combination, our initial shareholders (other than the BSOF Entities with respect to any of their public
shares, if any) have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.



Our
initial shareholders have agreed to vote their founder shares, as well as any public chaser purchased during or after the initial
public offering, in favor of our initial business combination. We expect that our initial shareholders will own approximately 26%
of our outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our
business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such
persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.



Your only opportunity to affect
the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your
shares from us for cash, unless we seek shareholder approval of the initial business combination.



You
will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board
of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right
or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder
approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to
exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer
documents mailed to our public shareholders in which we describe our initial business combination.



In evaluating a prospective
target business for our initial business combination, our management will rely on the availability of all of the funds from the
sale of the forward purchase shares to be used as part of the consideration to the sellers in the initial business combination.
If the sale of some or all of the forward purchase shares fails to close, we may lack sufficient funds to consummate our initial
business combination.



We
have entered into forward purchase agreements pursuant to which the anchor investors have agreed to purchase an aggregate of 15,000,000
forward purchase shares plus 5,000,000 redeemable warrants for a purchase price of  $10.00 per forward purchase share, or
$150,000,000 in the aggregate, in a private placement to close concurrently with our initial business combination. The funds from
the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial business combination,
expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligations
under the forward purchase agreements do not depend on whether any public shareholders elect to redeem their shares and provide
us with a minimum funding level for the initial business combination. However, if the sale of the forward purchase shares does
not close for any reason, including by reason of the failure by some or all of the anchor investors to fund the purchase price
for their forward purchase shares, for example, we may lack sufficient funds to consummate our initial business combination. Further,
the forward purchase agreements provide that prior to signing a definitive agreement with respect to a potential initial business
combination, and prior to making any material amendment to such definitive agreement following signing, anchor investors representing
over 50% of the forward purchase shares must approve such potential initial business combination or amendment, as applicable. If
we fail to obtain such approval, we may not be able to consummate our initial business combination. Additionally, the anchor investors’
obligations to purchase the forward purchase shares are subject to termination prior to the closing of the sale of the forward
purchase shares by mutual written consent of the company and each anchor investor, or, automatically: (i) if the gross proceeds
from our initial public offering do not equal or exceed $200,000,000; (ii) if our initial business combination is not consummated
within 24 months from the closing of our initial public offering; (iii) upon the death of Mr. Asali; (iv) if Mr. Asali, our sponsor
or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any
state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent
or similar officer is appointed by a court for business or property of Mr. Asali, our sponsor or the company, in each case which
is not removed, withdrawn or terminated within sixty (60) days after such appointment; or (v) if Mr. Asali is indicted and/or convicted
in a criminal proceeding for a crime involving fraud or dishonesty. The anchor investors’ obligations to purchase their forward
purchase shares are subject to fulfillment of customary closing conditions, including the following: (i) our initial business combination
must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase shares; and (ii)
the company must have delivered to the anchor investors a certificate evidencing the company’s good standing as a Cayman
Islands exempted company, as of a date within ten (10) business days of the closing of the sale of forward purchase shares. In
the event of any such failure to fund by an anchor investor, any obligation is so terminated or any such condition is not satisfied
and not waived by an anchor investor, we may not be able to obtain additional funds to account for such shortfall on terms favorable
to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business
combination company. While each anchor investor has represented to us that it has sufficient funds to satisfy its obligations under
the respective forward purchase agreements, we have not obligated the anchor investors to reserve funds for such obligations.



7







If the anchor investors or the BSOF Entities
purchase large amounts of public shares in the open market, they may attempt to leverage their redemption rights in order to affect
the outcome of a potential initial business combination.



The anchor investors and the BSOF Entities
have redemption rights with respect to any public shares they own, subject to the limitation that under the Company’s amended
and restated memorandum and articles of association 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
Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the public shares,
without the prior consent of the Company. If management proposes an initial business combination that some or all of the anchor
investors or the BSOF Entities are not in favor, such anchor investors or BSOF Entities may decide to purchase public shares in
the open market and seek to leverage their redemption rights to influence whether such business combination is consummated. This
could result in our having to negotiate for more favorable terms for the anchor investors, which could jeopardize our ability to
successfully consummate an initial business combination. See “— In evaluating a prospective target business for our
initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase
shares to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of
the forward purchase shares fails to close, we may lack sufficient funds to consummate our initial business combination.”



The ability of our public shareholders
to redeem 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.



We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition
and, as a result, would not be able to proceed with the business combination. Furthermore, 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 (so that we are not subject to the SEC’s
“penny stock” rules). 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.



The 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.



At the time we enter into an agreement
for our initial 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 redemption.
If our initial 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, 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.



8







The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business
combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.



If our initial 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 initial business combination would be unsuccessful is increased. If our initial 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.



The requirement that we complete our
initial business combination by January 22, 2020 may give potential target businesses leverage over us in negotiating a business
combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our
dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce
value for our shareholders.



Any potential target business with which
we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
by January 22, 2020, which is the date that is 24 months from the closing of our initial public offering. Consequently, such target
business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business
combination with that particular target business, we may be unable to complete our initial business combination with any target
business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.



We may not be able to complete our initial
business combination within 24 months after the closing of our initial public offering, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate.



We may not be able to find a suitable target
business and complete our initial business combination within 24 months after the closing of our initial public offering. Our ability
to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital
and debt markets and the other risks described herein. If we have not completed our initial business combination within 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 (less up to $100,000 of interest to pay dissolution expenses and
net of taxes payable), 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 liquidation distributions, if any) and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board
of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law.



If we seek shareholder approval of our
initial business combination, our initial shareholders, sponsor, directors, executive officers, advisors and their affiliates may
elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination
and reduce the public “float” of our Class A ordinary shares.



If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase shares or public
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination, although they are under no obligation to do so. However, other than as expressly stated herein, 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 shares or public warrants in such transactions.



9







In the event that our sponsor, directors,
executive officers, advisors or their affiliates purchase 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 any such purchases of shares 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 initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such
purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters
submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible.



In addition, if such purchases are made,
the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national
securities exchange.



If a shareholder fails to receive notice
of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures
for tendering its shares, such shares may not be redeemed.



We will comply with the proxy rules or
tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our
compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer
materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event
that a shareholder fails to comply with these procedures, its shares may not be redeemed.



You will not have any rights or interests
in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, 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) our completion of an initial business combination,
and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the
limitations described herein, (ii) the 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 initial business combination by January 22, 2020 and (iii) the redemption
of our public shares if we are unable to complete an initial business combination by January 22, 2020, 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. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.
Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.



The NYSE 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.



Our units, Class A ordinary shares and
warrants are listed on the New York Stock Exchange. We cannot guarantee that our securities will remain listed on the NYSE. Although
after giving effect to our initial public offering, we meet the minimum initial listing standards set forth in the NYSE listing
standards, we cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial
business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must
maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization
(generally $50,000,000) and a minimum number of holders of our securities (generally 300 shareholders and 100 public warrantholders).



10







Additionally, in connection with our initial
business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are
more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities
on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share. We cannot assure you that
we will be able to meet those initial listing requirements at that time.



If the NYSE delists our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,
including:



| | ● | a limited availability of market quotations for our securities;
| | - | ---------------------------------------------------------------



| | ● | reduced liquidity for our securities;
| | - | -------------------------------------



| | ● | a determination that our Class A ordinary shares are a “penny stock” 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 activity in the secondary
trading market for our securities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | a limited amount of news and analyst coverage; and
| | - | --------------------------------------------------



| | ● | a decreased ability to issue additional securities or obtain additional financing in the future.
| | - | ------------------------------------------------------------------------------------------------



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.” Our units, Class A ordinary shares and warrants are listed on the NYSE, and,
as a result, are covered securities. 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 the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer
our securities.



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



Since the net proceeds of the initial public
offering and the Private Placement are intended to be used to complete an initial business combination with a target business that
has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However,
because we have net tangible assets in excess of  $5,000,000 and have filed a Current Report on Form 8-K, including an audited
balance sheet demonstrating this fact, we are exempt from 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 those rules. Among other things, this
means that we will have a longer period of time to complete our initial business combination than do companies subject to Rule
419.



Moreover, if the initial public offering
had been subject to Rule 419, that rule would have prohibited 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 an initial business
combination.



If we seek shareholder approval of our
initial 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 in excess of 20% of the public shares, you will lose the ability to redeem all such shares in
excess of 20% of the public shares.



If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provides 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 more than
an aggregate of 20% of the public shares without our prior consent, which we refer to as the “Excess Shares.” However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete
our initial 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 initial business combination. And as a result, you will continue to hold the Excess Shares and, in order to dispose of such
Excess Shares, would be required to sell your Excess Shares in open market transactions, potentially at a loss.



11







Because of our limited resources and
the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business
combination. If we are unable to complete our initial business combination, our public shareholders may receive only an estimated
$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, including
consumer products or services or food and beverage business, or adjacent manufacturing or industrial services businesses. Many
of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous
target businesses we could potentially acquire with the net proceeds of our initial 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, we are obligated to offer holders of our public shares the right to redeem their shares
for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies
will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our
initial business combination, our public shareholders may receive only their pro rata portion of the funds in the Trust Account
that are available for distribution to public shareholders, and our warrants will expire worthless.



If our funds held outside the Trust Account
are insufficient to allow us to operate for at least the next 24 months, we may be unable to complete our initial business combination.



Following the consummation of our initial
public offering and payment of expenses in connection therewith, we had approximately $1.0 million available to us outside the
Trust Account to fund our working capital requirements. The funds available to us outside of the Trust Account may not be sufficient
to allow us to operate until January 22, 2020 assuming that our initial business combination is not completed during that time.
We believe that the funds available to us outside of the Trust Account are sufficient to allow us to operate until at least January
22, 2020; 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 to complete our initial
business combination, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders
may only receive an estimated $10.00 per share on our redemption of our public shares, and our warrants will expire worthless.



12







If our funds held outside
the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses
and complete our initial business combination, and we will depend on loans from the Sponsor or management team to fund our search
and to complete our business combination.



Following the consummation of our initial
public offering and payment of expenses in connection therewith, we had approximately $1.0 million available to us outside the
Trust Account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow
funds from our founder, his affiliates, our management team or other third parties to operate or may be forced to liquidate. Neither
our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such
circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon
completion of our initial business combination. If we are unable to complete our initial 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 an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and
our warrants will expire worthless.



Subsequent to our completion of our initial
business combination, we may be required to 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 our share price, which could cause
you to lose some or all of your investment.



Even if we conduct due diligence on a target
business with which we combine, we cannot assure you that this diligence will surface all material issues 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 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. Even though these charges may be non-cash
items and not have an immediate impact on our liquidity, 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 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 proxy
solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement
or material omission.



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.



Our placing of funds in the Trust Account
may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers (other
than our independent registered public accounting firm), prospective target businesses and 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 Account
for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such 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 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.
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.



13







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, 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 initial business combination within the prescribed timeframe, or upon the exercise of
a redemption right in connection with our initial 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 public 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 entered into a transaction agreement,
reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share
held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions
in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by
a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under
our indemnity of the underwriters of the initial 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. However, we have not asked our sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not have sufficient
funds available to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses. 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 directors may decide not to enforce
the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available
for distribution to our public shareholders.



In the event that the proceeds in the Trust
Account are reduced below the lesser of  (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust
assets, in each case less taxes payable, and our sponsor asserts that it is 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 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 us, it is possible that our independent
directors in exercising their business judgment and subject to their fiduciary duties 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.



We may not have sufficient funds to satisfy
indemnification claims of our directors and executive officers.



We have agreed to indemnify our officers
and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any
reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if  (i) we have sufficient
funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers
and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our 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 the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.



14







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.



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, 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, thereby exposing itself and us to claims of punitive
damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.



If, before distributing 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, the claims of creditors in such proceeding may have priority over the claims of our shareholders and
the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.



If, before distributing 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, 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, the per-share amount that would otherwise be received by our shareholders in connection
with our liquidation may 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 initial business combination.



If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including:



| | ● | restrictions on the nature of our investments; and
| | - | --------------------------------------------------



| | ● | restrictions on the issuance of securities,
| | - | -------------------------------------------



each of which may make it difficult for
us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:



| | ● | registration as an investment company;
| | - | --------------------------------------



| | ● | adoption of a specific form of corporate structure; and
| | - | -------------------------------------------------------



| | ● | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
| | - | -----------------------------------------------------------------------------------------------------



In 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 of securities and that our activities do not include investing, reinvesting,
owning, holding or trading “investment securities” constituting more than 40% of our 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.



15







We do not believe that our principal activities
subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest
in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan
targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a
merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of
the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either:
(i) the completion of our initial business combination; (ii) the 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 initial business combination within 24 months from
the closing of our initial public offering; or (iii) absent an initial business combination within 24 months from the closing of
our initial public offering, our return of the funds held in the Trust Account to our public shareholders as part of our redemption
of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company
Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are
unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds
in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.



Changes 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 initial business combination, and results of operations.



We are subject to laws, regulations and
rules enacted by national, regional and local governments and the NYSE. In particular, we will be required to comply with certain
SEC and other legal requirements or regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws, regulations and rules 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. In addition,
a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.



If we are unable to consummate our initial
business combination, our public shareholders may be forced to wait up to 24 months before redemption from our Trust Account.



If we are unable to consummate our initial
business combination by January 22, 2020, the proceeds then on deposit in the Trust Account, including interest (less up to $100,000
of interest to pay dissolution expenses and net of taxes payable), will be used to fund the redemption of our public shares, as
further described herein. Any redemption of public shareholders from the Trust Account will 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 wind-up,
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. In that
case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption 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. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate
our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary
shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete
our initial business combination.



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



If we are forced to enter into an insolvent
liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately
following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our
directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, 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  $18,293 and to imprisonment for five years in the Cayman Islands.



16







We may not hold an annual meeting of
shareholders until after the consummation of our initial business combination.



We will not hold our first annual meeting
until after our first fiscal year. There is no requirement under the Companies Law for us to hold annual or general meetings to
elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to elect
directors and to discuss company affairs with management.



We are not registering 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 and causing such warrants to expire worthless.



We have not registered the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of
the warrant agreement, we have agreed to use our best efforts 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. We
cannot assure you 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 forth in the registration statement or prospectus, the financial statements contained or incorporated by
reference therein are not current or correct or the SEC issues a stop 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, and we 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, unless an exemption 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 they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or
qualify the shares under blue sky laws. In no event will we be required to net cash settle any warrant, or issue securities or
other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the
warrants under the Securities Act or 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 will 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 securities for sale under all applicable state securities laws.



17







The grant of registration rights to our
initial shareholders and holders of our Private Placement Warrants may make it more difficult to complete our initial business
combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.



Pursuant to the registration rights agreement
entered into concurrently with the closing of our initial public offering, the holders of the private placement warrants, the warrants
that may be issued upon conversion of the working capital loans, and the founder shares are entitled to registration rights with
respect to such warrants and the ordinary shares underlying such warrants and founder shares. The registration rights are exercisable
with respect to the founder shares, the private placement warrants (including any Class A ordinary shares or Class C ordinary shares
issuable upon exercise of such private placement warrants) and the warrants that may be issued upon conversion of working capital
loans (including any Class A ordinary shares that may be issued upon the exercise of such warrants). Pursuant to the forward purchase
agreements and the strategic partnership agreement, we have agreed that we will use our reasonable best efforts (i) to file within
30 days after the closing of the initial business combination (and, with respect to clause (B) below, within 30 days following
announcement of the results of the shareholder vote relating to our initial business combination or the results of our offer to
shareholders to redeem their Class A ordinary shares in connection with our initial business combination (whichever is later),
which we refer to as the “disclosure date”) a registration statement with the SEC for a secondary offering of 
(A) the forward purchase securities and Class A ordinary shares and Class C ordinary shares underlying the anchor investors’
forward purchase warrants and the anchor investors’ and the BSOF Entities’ founder shares, and (B) any other Class
A ordinary shares or warrants acquired by the anchor investors and the BSOF Entities, including any time after we complete our
initial business combination, (ii) to cause such registration statement to be declared effective promptly thereafter, but in no
event later than 60 days after the closing of the initial business combination or the disclosure date, as the case may be and (iii)
to maintain the effectiveness of such registration statement until the earliest of  (A) the date on which the anchor investor
or BSOF Entity ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold
publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance
with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements
and the strategic partnership agreement. We will bear the cost of registering these securities. The registration and availability
of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our
Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly
or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the
combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares
that is expected when the securities owned by our initial shareholders or their respective permitted transferees are registered.



Because we are not limited to a particular
industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain
the merits or risks of any particular target business’s operations.



We will seek to complete a business combination
with an operating company in the consumer products or services or food and beverage industries, or adjacent manufacturing or industrial
services industries, but may also pursue business combination opportunities in other sectors, except that we will not, under our
amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another
blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target
business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.
For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings,
we may be affected by the risks 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, we cannot assure
you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce
the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units
will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business
combination target. Accordingly, any shareholders who choose to remain shareholders following our initial 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 proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.



18







We may seek acquisition opportunities
in industries outside of the consumer products or services or food and beverage industries, or adjacent manufacturing or industrial
services industries (which industries may or may not be outside of our management’s areas of expertise).



Although we intend to focus on identifying
business combination candidates in the consumer products or services or food and beverage sectors, or adjacent manufacturing or
industrial services sectors, we will consider a business combination outside of these industries if a business combination candidate
is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company or we are
unable to identify a suitable candidate in the consumer products or services or food and beverage industries, or adjacent manufacturing
or industrial services industries, after having expended a reasonable amount of time and effort in an attempt to do so. Although
our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure
you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment
in our units will not ultimately prove to be less favorable to our public shareholders than a direct investment, if an opportunity
were available, in a business combination candidate. In the event we elect to pursue an investment outside of the consumer products
or services or food and beverage industries, or adjacent manufacturing or industrial services industries, our management’s
expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the consumer
products or services or food and beverage industries, or adjacent manufacturing or industrial services industries, would not be
relevant to an understanding of the business that we elect to acquire. Accordingly, any shareholders who choose to remain shareholders
following our initial business combination could suffer a reduction in the value of their shares.



Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business
combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter
into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.



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
initial business combination will not have all of these positive attributes. If we complete our initial 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 initial business combination if the target business does not meet our
general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may receive
only an estimated $10.00 per share on our redemption of our public shares, and our warrants will expire worthless.



We may seek acquisition opportunities
with a financially unstable business or an entity lacking an established record of revenue or earnings.



To the extent we complete our initial business
combination with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks
inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and
leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.



We are not required to obtain an opinion
from an independent accounting or investment banking 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 shareholders from a financial point of view.



Unless we complete our initial business
combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or investment
banking firm which is a member of FINRA that the price we are paying is fair to our shareholders from a financial point of view.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair
market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender
offer documents or proxy solicitation materials, as applicable, related to our initial business combination.



19







We will not be required to obtain a fairness
opinion from an independent investment banking firm as to the fair market value of the target business if our board of directors
is able to determine independently the fair market value of the target business.



The fair market value of a target business
or businesses will be determined by our board of directors based upon standards generally accepted by the financial community,
such as actual and potential sales, the values of comparable businesses, earnings and cash flow, and book value. If, however, our
board of directors is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty
as to the value of the target company’s assets or prospects, including if such company is at an early stage of development,
operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the
board determines that outside expertise would be helpful or necessary in conducting such analysis our board, and our board of directors
is not able to determine independently that the target business has a sufficient fair market value to meet the threshold criterion,
we will obtain an opinion from an unaffiliated, independent investment banking firm with respect to the satisfaction of such criterion.
Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of assets threshold,
unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided,
it is not anticipated that copies of such opinion would be distributed to you. However, if required under applicable law, any proxy
statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.



However, in all other instances, we will
have no obligation to obtain a fairness opinion. As a result, if no opinion is obtained or an opinion is not delivered to you,
our shareholders will be relying solely on the judgment of our board in effecting our initial business combination.



We may issue additional Class A ordinary
shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of
our initial business combination. We may also issue Class A ordinary shares and Class C ordinary shares upon the conversion of
the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.



Our amended and restated memorandum and
articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 25,000,000
Class B ordinary shares, par value $0.0001 per share, 200,000,000 Class C ordinary shares, par value $0.0001, and 1,000,000 preference
shares, $0.0001 per share. At December 31, 2017, there are 200,000,000 and 12,625,000 authorized but unissued Class A ordinary
shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved
for issuance upon exercise of outstanding warrants and the forward purchase warrants, shares issuable upon conversion of the Class
B ordinary shares or shares issued upon the sale of the forward purchase shares. The Class B ordinary shares are automatically
convertible into Class A ordinary shares at the time of our initial business combination unless the holder elects to have such
shares converted into Class C ordinary shares, as described herein. Following the consummation of our initial business combination,
the Class C ordinary shares are convertible into Class A ordinary shares on a one-for-one basis (i) at the election of the holder
with 65 days’ written notice or (ii) upon the transfer of such Class C ordinary share to an unaffiliated third party. At
December 31, 2017, there were no Class C ordinary shares or preference shares issued and outstanding.



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



| | ● | may significantly dilute the equity interest of investors in the initial public offering;
| | - | -----------------------------------------------------------------------------------------



| | ● | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those
afforded our Class A ordinary shares;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



20







| | ● | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our
present officers and directors; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
| | - | -----------------------------------------------------------------------------------------------------



Resources could be wasted in researching
acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants
will expire worthless.



We anticipate that 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 initial 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 initial 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 initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants
will expire worthless.



We may be a passive foreign investment
company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.



If we are a PFIC for any taxable year (or
portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned
“Taxation — United States Federal Income Tax Considerations — General”) of our Class A ordinary shares
or warrants, the U.S. Holder may be subject to 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 (see the section of this prospectus captioned ’‘Taxation — United States Federal Income Tax Considerations
— U.S. Holders — Passive Foreign Investment Company Rules’’). Depending on the particular circumstances
the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify
for the start-up exception. Accordingly, there can be no assurances 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. Moreover, if we determine we are a PFIC for any taxable year (of which there can be no assurance),
we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“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. investors to consult their own tax advisors regarding the
possible application of the PFIC rules.



We may reincorporate in another jurisdiction
in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.



We may, in connection with our initial
business combination and subject to requisite shareholder 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.



21







After our initial business combination,
it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be
located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal
rights.



It is possible that after our initial business
combination, a majority of our 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 us or any 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, including federal securities laws. See “Description of Securities — Certain Differences in Corporate Law —
Enforcement of Civil Liabilities.”



We are dependent upon our executive officers
and directors and their loss could adversely affect our ability to operate.



Our operations are dependent upon a relatively
small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the
continued service of our officers and directors, at least until we have completed our initial business combination. In addition,
our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will
have conflicts of interest in allocating their time among various business activities, including identifying potential business
combinations and monitoring the related due diligence. Other than key-man insurance on the life of Mr. Asali that we are required
to obtain under the terms of the forward purchase agreements, 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.



Our ability to successfully effect our
initial 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 initial business combination. The loss of key personnel, and restrictions in the forward purchase
agreements on hiring certain employees related to our sponsor, could negatively impact the operations and profitability of our
post-combination business.



Our ability to successfully effect our
initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business,
however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management
or advisory positions following our initial business combination, it is likely that some or all of the management of the target
business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination,
we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with
the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping
them become familiar with such requirements. In addition, certain terms of the forward purchase agreements may limit the hiring
of individuals affiliated with our sponsor by us and/or the target business in connection with or following an initial business
combination. For example, unless we obtain approval of anchor investors that have committed to purchase more than 50% of the total
forward purchase shares we will not be permitted to pay any transaction, monitoring or similar fee to our sponsor or any of its’
employees, directors or controlled affiliates. We must also obtain approval from a majority of our anchor investors prior to hiring,
employing or appointing to our board of directors any employee, officer or director of our sponsor.



Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination. These agreements may provide
for them to receive compensation following our initial 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 our company after the completion of our initial business combination only if they are able to negotiate employment or consulting
agreements in connection with the business combination. Such negotiations 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. 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



22







We may have a limited ability to assess
the management of a prospective target business and, as a result, may effect our initial business combination with a target business
whose management may not have the skills, qualifications or abilities to manage a public company.



When evaluating the desirability of effecting
our initial 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 business’s
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.
Should the target business’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 shares. 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 proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.



The officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key
personnel could negatively impact the operations and profitability of our post-combination business.



The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate
that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not
wish to remain in place.



Our executive officers and directors
will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to
devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.



Our executive officers and directors are
not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating
their time between our operations and our search for a business combination and their other businesses. Our executive officers
are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers
and board members for other entities. If our executive officers’ and directors’ other business affairs require them
to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability
to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.



Certain of our officers and directors
are now, and any of them in the future may become, affiliated with entities engaged in business activities similar to those intended
to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.



Until we consummate our initial 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. Our officers and
directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities
to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman
Islands law.



For 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.”



23







Our executive officers, directors, security
holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.



We have not adopted a policy that expressly
prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.
In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or
our executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from
engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.



The personal and financial interests of
our directors and officers may influence their motivation in timely identifying and selecting a target business and completing
a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable
target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular
business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach
of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals
for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against
them for such reason.



We 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.



In 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, directors or existing holders. Our directors also serve as officers and board members for other entities 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 initial 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 independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment
banking firm which is a member of FINRA or 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, executive
officers, directors or existing holders, 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.



Since our sponsor, the anchor investors
(including our founder and each of our other executive officers), the BSOF Entities and directors will lose their entire investment
in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict
of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.



At December 31, 2017, our sponsor held
an aggregate of 8,100,000 founder shares. On March 8, 2018, our sponsor forfeited 1,125,000 founder shares to the Company following
expiration of the over-allotment option granted to the underwriters in our initial public offering. If we do not complete our initial
business combination by January 22, 2020, the private placement warrants will expire worthless. Further, 2,250,000 founder shares,
which constitute the earnout shares, will be subject to forfeiture by our sponsor (or its permitted transferees) and the BSOF Entities
on the fifth anniversary of our initial business combination unless following our initial business combination, either (A) the
closing price of our Class A ordinary shares (or any successor class of ordinary shares or common shares) equals or exceeds, in
the case of our sponsor, $12.50 per share and, in the case of the BSOF Entities, $12.25 per share (in each case as adjusted for
share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading
day period or (B) we complete a liquidation, merger, share exchange or other similar transaction that results in all of our ordinary
shareholders having the right to exchange their ordinary shares for consideration in cash, securities or other property which equals
or exceeds, in the case of our sponsor, $12.50 per share and, in the case of the BSOF Entities, $12.25 per share (in each case
as adjusted for share splits, dividends, reorganizations, recapitalizations and the like). The personal and financial interests
of our executive officers and directors may influence their motivation in identifying and selecting a target business combination,
completing an initial business combination and influencing the operation of the business following the initial business combination.
This risk may become more acute as the 24-month anniversary of the closing of our initial public offering nears, which is the deadline
for our completion of an initial business combination.



24







We may issue notes or other debt securities,
or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial
condition and thus negatively impact the value of our shareholders’ investment in us.



Although we have no commitments as of the
date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to
incur substantial debt to complete our initial business combination. We and our officers 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:



| | ● | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay
our debt obligations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we
breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation
of that covenant;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
| | - | ---------------------------------------------------------------------------------------------------------------



| | ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain
such financing while the debt security is outstanding;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our inability to pay dividends on our Class A ordinary shares;
| | - | --------------------------------------------------------------



| | ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available
for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate
purposes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in
government regulation; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements,
execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We may only be able to complete one business
combination with the proceeds of our initial public offering and the sale of the Private Placement Warrants and forward purchase
shares, 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.



The net proceeds from the initial public
offering and the Private Placement provided us with $300,000,000 that we may use to complete our initial business combination (excluding
$10,500,000 of deferred underwriting commissions being held in the Trust Account). We also expect to receive $150,000,000 of additional
funds from the sale of forward purchase shares in connection with our business combination.



25







We may effectuate our initial 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 initial 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 initial 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:



| | ● | solely dependent upon the performance of a single business, property or asset; or
| | - | ---------------------------------------------------------------------------------



| | ● | dependent upon the development or market acceptance of a single or limited number of products, processes or services.
| | - | ---------------------------------------------------------------------------------------------------------------------



This lack of diversification may subject
us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to our initial business combination.



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



If we determine to simultaneously acquire
several businesses that are owned by different sellers, we will 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 our ability, to complete our initial 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 (if there are multiple
sellers) 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.



We may attempt to complete our initial
business combination with a private company about which little information is available, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.



In pursuing our acquisition strategy, we
may seek to effectuate our initial business combination with a privately held company. By definition, very little public information
generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial
business combination on the basis of limited information, which may result in a business combination with a company that is not
as profitable as we suspected, if at all.



Our management may not be able to maintain
control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of
a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.



We may structure our initial 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 only complete such business combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post business combination
company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction
in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock of a
target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number
of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding
Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their
holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired.
Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.



26







We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination
with which a substantial majority of our shareholders do not agree.



Our amended and restated memorandum and
articles of association do 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 are not subject to the SEC’s
“penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial
majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder
approval of our initial business combination and do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers,
directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all
Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant
to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate business combination.



In order to effectuate an initial business
combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments,
including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and
articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination
that our shareholders may not support.



In order to effectuate a business combination,
blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including
their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption
thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants
to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will
require a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least
two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will
require a vote of holders of at least 65% of the public warrants. We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or other governing instruments in order to effectuate our initial business
combination. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders
with the opportunity to redeem their public shares for cash if we propose an 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 if we do
not complete an initial business combination within 24 months of the closing of our initial public offering. To the extent any
of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration
statement, we would register, or seek an exemption from registration for, the affected securities.



27







The provisions of our amended and restated
memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the
agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds
of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that
of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles
of association to facilitate the completion of an initial business combination that some of our shareholders may not support.



Some other blank check companies have a
provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s
pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies,
amendment of these provisions typically requires approval by between 90% and 100% of the company’s public shareholders. Our
amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination
activity (including the requirement to deposit proceeds of our initial public offering and the private placement of 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 special resolution, meaning holders of not less than two-thirds of our ordinary
shares who attend and vote at a general meeting of the company, 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 will collectively beneficially own, on an as-converted basis, approximately 26.4% of our Class A ordinary shares upon the closing
of our initial public offering (assuming they do not purchase any additional Class A ordinary shares and excluding 493,750 Class
B ordinary shares held by one of our anchor investors who is expected to elect to convert such shares into Class C ordinary shares),
will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and
will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended
and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other
blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders
may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.



Our sponsor, executive officers and directors
have agreed, pursuant to agreements 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 if we do
not complete our initial business combination by January 22, 2020, unless we provide our public shareholders with the opportunity
to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then
outstanding public shares. These agreements are contained in letter agreements that we have entered into with the sponsor, our
executive officers and directors. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as
a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these
agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.



We may be unable to obtain additional
financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel
us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination,
our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution
to public shareholders, and our warrants will expire worthless.



Although we believe that the net proceeds
of our initial public offering, the Private Placement and the sale of the forward purchase shares will be sufficient to allow us
to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain
the capital requirements for any particular transaction. If the net proceeds from the initial public offering, the Private Placement
and the sale of the forward purchase shares prove to be insufficient, either because of the size of our initial business combination,
the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number
of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated
transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing
or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms,
if at all. The recent economic environment has made it difficult for companies to obtain acquisition financing. To the extent that
additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to
either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.
If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion
of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.
In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing
to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required
to provide any financing to us in connection with or after our initial business combination.



28







Our initial shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that
you do not support.



Our initial shareholders own , on an as-converted
basis, 26.4% of our issued and outstanding Class A ordinary shares (assuming they do not purchase any additional Class A ordinary
shares and excluding 493,750 Class B ordinary shares held by one of our anchor investors who is expected to elect to convert such
shares into Class C ordinary shares). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our initial shareholders purchase any additional Class A ordinary shares, this would increase their control. To our knowledge,
none of our officers or directors, has any current intention to purchase additional securities, other than as disclosed in this
prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares.



We may amend the terms of the warrants
in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding
public warrants and forward purchase warrants. As a result, the exercise price of your warrants could be increased, the exercise
period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased,
all without your approval.



Our warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants and forward purchase
warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we
may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public
warrants and forward purchase warrants approve of such amendment. Although our ability to amend the terms of the public warrants
with the consent of at least 65% of the then outstanding public warrants and forward purchase warrants is unlimited, examples of
such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into
cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.



We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.



We have the ability to 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 closing price of our public shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading
day prior to proper notice of such redemption provided that on the date we give notice of redemption. 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 securities
for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your
warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants
at the then-current market price when you might otherwise wish to hold your warrants or (iii) 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 value
of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the anchor investors,
the BSOF Entities or their respective permitted transferees.



29







Our warrants may have an adverse effect
on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.



We issued warrants to purchase 15,000,000
of our Class A ordinary shares as part of the units sold in the initial public offering and, simultaneously with the closing of
the initial public offering, we issued in the Private Placement an aggregate of 8,000,000 private placement warrants, each exercisable
to purchase one Class A ordinary share or one Class C ordinary share, as applicable, at $11.50 per share. We also agreed to issue
5,000,000 forward purchase warrants concurrently with the closing of the sale of the forward purchase shares. In addition, if our
founder or an affiliate of our founder makes any working capital loans, he or it may convert those loans into up to an additional
1,500,000 private placement warrants, at the price of  $1.00 per warrant. To the extent we issue ordinary shares to effectuate
a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares or Class C
ordinary shares (which are convertible into Class A ordinary shares following the consummation of our initial business combination)
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.



Because each unit contains one-half of
one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.



Each unit contains one-half of one warrant.
Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will
trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrantholder. This
is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase one whole
share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon
completion of a business combination since the warrants will be 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 to be worth less than if it included a warrant to
purchase one whole share.



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



The 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, accounting principles generally accepted in the United
States of America, or GAAP, or international financing reporting standards as issued by the International Accounting Standards
Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance
with the standards of the Public Company Accounting Oversight Board (United States), or 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 initial business combination
within the prescribed time frame.



We are an emerging growth company within
the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.



We are an “emerging growth 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 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 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 Class A 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.



30







Further, Section 102(b)(1) of the 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 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 with the 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 it has 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 statements with 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.



Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources,
and increase the time and costs of completing an acquisition.



Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2018. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are
a blank check company makes compliance with the requirements of 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 initial business combination may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. 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.



Because we are incorporated under the
laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through
the U.S. Federal courts may be limited.



We 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 executive officers, or enforce judgments obtained in the United States courts against our directors
or officers.



Our corporate affairs will be governed
by our amended and restated memorandum and articles of 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.



31







We have been 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 original 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 (i) in respect of taxes, a fine or penalty, (ii) inconsistent with a Cayman Islands judgment in respect of the same
matter, (iii) impeachable on the grounds of fraud or (iv) 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.



As a result of all 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.



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



Our amended and restated memorandum and
articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to
be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue
new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise
could involve payment of a premium over prevailing market prices for our securities. In addition, public shareholders are restricted
from redeeming their Class A ordinary shares with respect to more than an aggregate of 20% of the public shares. See “—
If the anchor investors purchase large amounts of public shares in the open market, they may attempt to leverage their redemption
rights in order to affect the outcome of a potential initial business combination.”



Cyber incidents or attacks directed at
us could result in information theft, data corruption, operational disruption and/or financial loss.



We depend on digital technologies, including
information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.
Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive
or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently
protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate
any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse
consequences on our business and lead to financial loss.



Risks Associated with Acquiring and
Operating a Business in Foreign Countries



If we effect our initial business combination
with a company with operations or opportunities outside of the 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:



| | ● | costs and difficulties inherent in managing cross-border business operations;
| | - | -----------------------------------------------------------------------------



| | ● | rules and regulations regarding currency redemption;
| | - | ----------------------------------------------------



| | ● | complex corporate withholding taxes on individuals;
| | - | ---------------------------------------------------



| | ● | laws governing the manner in which future business combinations may be effected;
| | - | --------------------------------------------------------------------------------



32







| | ● | exchange listing and/or delisting requirements;
| | - | -----------------------------------------------



| | ● | tariffs and trade barriers;
| | - | ---------------------------



| | ● | regulations related to customs and import/export matters;
| | - | ---------------------------------------------------------



| | ● | local or regional economic policies and market conditions;
| | - | ----------------------------------------------------------



| | ● | unexpected changes in regulatory requirements;
| | - | ----------------------------------------------



| | ● | longer payment cycles;
| | - | ----------------------



| | ● | tax issues, such as tax law changes and variations in tax laws as compared to the United States;
| | - | ------------------------------------------------------------------------------------------------



| | ● | currency fluctuations and exchange controls;
| | - | --------------------------------------------



| | ● | rates of inflation;
| | - | -------------------



| | ● | challenges in collecting accounts receivable;
| | - | ---------------------------------------------



| | ● | cultural and language differences;
| | - | ----------------------------------



| | ● | employment regulations;
| | - | -----------------------



| | ● | underdeveloped or unpredictable legal or regulatory systems;
| | - | ------------------------------------------------------------



| | ● | corruption;
| | - | -----------



| | ● | protection of intellectual property;
| | - | ------------------------------------



| | ● | social unrest, crime, strikes, riots and civil disturbances;
| | - | ------------------------------------------------------------



| | ● | regime changes and political upheaval;
| | - | --------------------------------------



| | ● | terrorist attacks and wars; and
| | - | -------------------------------



| | ● | deterioration of political relations with the United States.
| | - | ------------------------------------------------------------



We may not be able to adequately address
these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete
such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results
of operations.



If our management following our initial
business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws, which could lead to various regulatory issues.



Following our initial business combination,
our management may resign from their positions as officers or directors of the company and the management of the target business
at the time of the business combination will 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.



After our initial business combination,
substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our
operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the
economic, political and legal policies, developments and conditions in the country in which we operate.



33







The economic, political and social conditions,
as well as government policies, of the country in which our operations are located could affect our business. Economic growth could
be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If
in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect
our ability to find an attractive target business with which to consummate our initial business combination and if we effect our
initial business combination, the ability of that target business to become profitable.



Exchange rate fluctuations and currency
policies may cause a target business’ ability to succeed in the international markets to be diminished.



In the event we acquire a non-U.S. target,
all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions,
if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target
regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative
value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation
of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates
in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured
in dollars will increase, which may make it less likely that we are able to consummate such transaction.



We may reincorporate in another jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material
agreements and we may not be able to enforce our legal rights.



In connection with our initial business
combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine
to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the
enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.
The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
business opportunities or capital.



| | Item 1B. | Unresolved Staff Comments
| | -------- | -------------------------



None.



| | Item 2. | Properties
| | ------- | ----------



We currently maintain our executive offices
at 3 East 28th Street, 8th Floor, New York, New York 10016. The cost for our use of this space is included in the $10,000 per month
fee we will pay to our sponsor or an affiliate of our sponsor for office space, administrative and support services. We consider
our current office space adequate for our current operations.



| | Item 3. | Legal Proceedings
| | ------- | -----------------



There is no material litigation, arbitration
or governmental proceeding currently pending against us or any members of our management team in their capacity as such.



| | Item 4. | Mine Safety Disclosures
| | ------- | -----------------------



None.



34







PART II



| | Item 5. | Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
| | ------- | ------------------------------------------------------------------------------------------------------------



Our units, Class A ordinary shares and
warrants are listed on The New York Exchange under the symbols “OMAD.U”, “OMAD” and “OMAD WS”,
respectively. The following table sets forth the range of high and low sales prices for the units, Class A ordinary shares and
warrants for the periods indicated since the units commenced public trading on January 18, 2018, and since the Class A ordinary
shares and warrants commenced public trading separately on February 21, 2018.



|                                                                       |  | Common shares(1) |      |  | Warrants(1) |   |      | Units | 
|---------------------------------------------------------------------- |  | ---------------- | ---- |  | ----------- | - | ---- | ----- | 
|                                                                       |  | High             |      |  | Low         |   |      | High  | 
|                                                                       |  |                  |      |  |             |   |      |       | 
|Quarter ended March 31, 2018 (January 18, 2018 through March 28, 2018) |  | $                | 9.65 |  |             | $ | 9.55 |       | 



(1)       Beginning on February 21, 2018 with respect to the common
shares and warrants.



Holders



As of March 28, 2018, there was one holder
of record of our units, one holder of record of our Class A ordinary shares and one holder of record of our public warrants.



Dividends



We have not paid any cash dividends on
our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general 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.



Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Offerings



Prior to our initial public offering, we
issued 8,625,000 founder shares to our sponsor in exchange for a capital contribution of $25,000, or approximately $0.003
per share. Subsequently, our sponsor transferred 525,000 founder shares to the BSOF Entities. In addition, in connection with the
forward purchase agreements, we issued to the anchor investors an aggregate of 3,750,000 founder shares for $0.01 per share prior
to our initial public offering. Our sponsor, the BSOF Entities and the anchor investors currently own 6,735,000, 525,000 and 3,750,000
founder shares, respectively. Substantially concurrently with the consummation of the initial public offering, the Company completed
the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) to
certain investors at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000.



On January 22, 2018, the Company consummated
the initial public offering of 30,000,000 units. Each unit consists of one Class A ordinary share and one-half of one warrant.
Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers
for the offering and I-Bankers Securities, Inc. acted as the co-manager for the offering. The units were sold at a price of $10.00
per unit, generating gross proceeds to the Company of $300,000,000, which has been deposited into a Trust Account with Continental
Stock Transfer & Trust Company acting as trustee.



35







| | Item 6. | Selected Financial Data
| | ------- | -----------------------



The following table sets forth selected
historical financial information derived from our audited financial statements included elsewhere in this report for the period
from July 13, 2017 (inception) through December 31, 2017. You should read the following selected financial data in conjunction
with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the
financial statements and the related notes appearing elsewhere in this report.



|                                                           |  | December 31, 2017 |          
|---------------------------------------------------------- |  | ----------------- | ---------
|                                                           |  | (US$)             |          
|Statement of Operations Data:                              |  |                   |          
|Formation and operating costs                              |  |                   | 8,515    
|Net loss                                                   |  |                   | (8,515   
|Weighted average shares outstanding, basic and diluted (1) |  |                   | 7,157,895
|Basic and diluted net loss per ordinary share              |  |                   | (0.00    
|                                                           |  |                   |          
|Balance Sheet Data (end of period):                        |  |                   |          
|Total assets                                               |  |                   | 870,815  
|Total liabilities                                          |  |                   | 816,830  
|Shareholders’ equity                                       |  |                   | 53,985   
|                                                           |  |                   |          
|Other Financial Data:                                      |  |                   |          
|Net cash used in operating activities                      |  |                   | (19,401  
|Net cash provided by financing activities                  |  |                   | 21,297   



| | (1) | This number excludes an aggregate of up to 2,250,000 ordinary shares (of which 157,500 are initially held by an affiliated
investor and 2,092,500 are initially held by the sponsor) subject to forfeiture upon failure to satisfy certain earnout conditions.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Item 7A. | Management’s Discussion and Analysis of Financial
Condition and Results of Operations
| | -------- | -------------------------------------------------------------------------------------



References to the “Company,”
“our,” “us” or “we” refer to One Madison Corporation. The following discussion and analysis
of the Company’s financial condition and results of operations should be read in conjunction with the financial statements
and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.



Cautionary Note Regarding Forward-Looking Statements



All statements other than statements of
historical fact included in this Annual Report on Form 10-K including, without limitation, statements under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy
and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-K,
words such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms
or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause
or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission
(“SEC”) filings.   Such forward looking statements are based on the beliefs of management, as well as assumptions
made by, and information currently available to, our management. No assurance can be given that results in any forward-looking
statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially.
The cautionary statements made in this Annual Report on Form 10-K should be read as being applicable to all forward-looking statements
whenever they appear in this Annual Report.  For these statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act.  Actual results could differ materially from those
contemplated by the forward looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent
written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by
this paragraph.



36







Overview



We are a blank check company incorporated
on July 13, 2017 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate
our initial Business Combination using cash from the proceeds of the initial public offering and the Private Placement of the private
placement warrants, our shares, debt or a combination of cash, equity and debt.



On January 22, 2018, we consummated our
initial public offering (the “initial public offering”) of 30,000,000 units (the “units”). Each unit consists
of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class
A ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross
proceeds, before expenses, of $300 million. Prior to the consummation of the initial public offering, the Sponsor purchased 8,625,000
Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.003 per share, and certain other investors
(the “anchor investors”) purchased 3,750,000 Class B ordinary shares for an aggregate purchase price of $37,500, or
approximately $0.01 per share (together, the “founder shares”). The founder shares were issued to the anchor investors
in connection with their agreement to purchase an aggregate of 15,000,000 ordinary shares (13,025,000 Class A ordinary shares and
1,975,000 Class C ordinary shares) (“forward purchase shares”), plus an aggregate of 5,000,000 redeemable warrants
(“forward purchase warrants”) for $10.00 per share, for an aggregate purchase price of $150 million, in a private
placement to occur concurrently with the closing of the initial business combination (the “forward purchase agreements”).
We also entered into the strategic partnership agreement (the “Strategic Partnership Agreement), pursuant to which the sponsor
transferred 525,000 founder shares to BSOF Master Fund L.P., a Cayman Islands exempted limited partnership, and BSOF Master Fund
II L.P., a Cayman Islands exempted limited partnership, both affiliates of The Blackstone Group L.P. (together, the “BSOF
Entities”). On March 8, 2018, the Sponsor surrendered 1,125,000 Class B ordinary shares to the Company for no consideration,
which the Company cancelled, following the expiration of the underwriters’ over-allotment option granted in the initial public
offering.



Upon execution of the forward purchase
agreements, each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares.
The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares
do not grant their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following
the consummation of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary
shares on a one-for-one basis (i) at the election of the holder with 65 days’ written notice or (ii) upon
the transfer of such Class C ordinary share to an unaffiliated third party.



Pursuant to the Strategic Partnership Agreement,
the BSOF Entities have agreed to act as our strategic partner and may provide debt or equity financing in connection with our initial
business combination, but are not required to do so. The founder shares held by the BSOF Entities are subject to certain transfer
restrictions, forfeiture and earnout provisions similar to those imposed upon our sponsor and the anchor investors. If we seek
shareholder approval of our initial business combination, the BSOF Entities have agreed to vote any founder shares they may own
in favor of such initial business combination. The BSOF Entities may designate one observer to our board of directors until the
consummation of our initial business combination. The BSOF Entities have also separately purchased an aggregate of 560,000 Private
Placement Warrants, at a price of  $1.00 per warrant, in the Initial Private Placement. Such Private Placement Warrants
have the same terms and conditions as those purchased by our anchor investors. The BSOF Entities will be entitled to registration
rights with respect any ordinary shares and warrants held by them. We believe that the combination of capital provided by our anchor
investors and a strategic partnership with the BSOF Entities will provide us with a material advantage in effecting an initial
business combination.



Simultaneously with the closing of the
initial public offering, the Company consummated the Initial Private Placement of 8,000,000 Private Placement Warrants, each exercisable
to purchase one Class A ordinary share or Class C ordinary share, as applicable, at $11.50 per share, at a price of $1.00
per Private Placement Warrant, generating gross proceeds of $8 million.



Upon the closing of the initial public offering
and the Initial Private Placement, $300 million ($10.00 per unit) from the net proceeds thereof was placed in a U.S.-based Trust
Account at J.P. Morgan Chase Bank, N.A, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Trust
Account”), and is invested in a money market fund selected by the Company until the earlier of: (i) the completion of the
initial business combination or (ii) the redemption of the Company’s public shares if the Company is unable to complete a
business combination by January 22, 2020, subject to applicable law.



37







After the payment of underwriting discounts
and commissions (excluding the deferred portion of $10,500,000 in underwriting discounts and commissions, which amount will be
payable upon consummation of our initial business combination if consummated) and approximately $1,000,000 in expenses relating
to the initial public offering, approximately $1,000,000 of the net proceeds of the initial public offering and Initial Private
Placement was not deposited into the Trust Account and was retained by us for working capital purposes. The net proceeds deposited
into the Trust Account remain on deposit in the Trust Account earning interest.



Our management has broad discretion with
respect to the specific application of the net proceeds of the initial public offering, the Over-allotment, and the Private Placement,
although substantially all of the net proceeds are intended to be applied toward consummating a Business Combination.



Critical Accounting Policies



Basis of Presentation



The accompanying financial
statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“GAAP”). In connection with the Company’s assessment of going concern considerations in accordance
with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”,
as of December 31, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, on January 22,
2018, the Company consummated its initial public offering of 30,000,000 units generating gross proceeds of $300,000,000 which alleviated
any liquidity concerns.



Use of Estimates



The preparation of financial
statements in conformity with GAAP requires 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 financial statements and the reported amounts
of revenues and expenses during the reporting period.



Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could
differ significantly from those estimates.



Concentration of Credit Risk



Financial instruments
that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which,
at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.



Fair Value of Financial Instruments



The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements
and Disclosures” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their
short-term nature.



Deferred Offering Costs



The Company complies
with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A--“Expenses
of Offering.” Deferred offering costs of $868,919, consist of costs incurred in connection with preparation for the Proposed
Offering. These costs, together with the underwriter discount, will be charged to capital upon completion of the Proposed Offering
or charged to operations if the Proposed Offering is not completed.



38







Results of Operations and Known Trends or Future Events



We have not generated
any revenues to date, and we will not be generating any operating revenues until the closing and completion of our initial Business
Combination. Our entire activity from inception to December 31, 2017 relates to our formation, consummation of the initial public
offering, the Strategic Partnership Agreement, the forward purchase agreements, and, since the closing of the initial public offering,
the search for a Business Combination candidate. Going forward, 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
our expenses to increase substantially after this period.



For the period from
July 13, 2017 (date of inception) to December 31, 2017, we had net losses of $8,515, which consisted solely of operating expenses.



Liquidity and Capital Resources



As indicated in the accompanying financial
statements, at December 31, 2017, we had approximately $1,900 in our operating bank account. As noted above, in connection with
the Company’s assessment of going concern considerations in accordance with ASU 2014-15, as of December 31, 2017, the Company
does not have sufficient liquidity to meet its current obligations. However, on January 22, 2018, the Company consummated its initial
public offering of 30,000,000 units generating gross proceeds of $300,000,000 which alleviated any liquidity concerns.



Through December 31, 2017, our liquidity
needs also have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance
of the founder shares to our Sponsor, a $37,500 capital contribution from the anchor investors in exchange for the issuance of
founder shares to such investors, $92,844 in loans from our Sponsor, and the proceeds not held in the Trust Account resulting from
the consummation of the Private Placement.



In order to finance transaction costs in
connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may,
but are not obligated to, loan us the funds as may be required (“Working Capital Loans”). If we complete a Business
Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not
close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held
in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released
to pay our tax obligations. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans
may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. Such warrants
would be identical to the private placement warrants.



Based on the foregoing, we believe that
we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of consummation of a Business
Combination or January 22, 2020. Over this time period, we will be using these funds for paying existing accounts payable, identifying
and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for
travel expenditures, selecting the target business, and structuring, negotiating and consummating the Business Combination.





Related Party Transactions



Founder Shares



Our sponsor currently holds an aggregate
of 6,735,000 founder shares, the BSOF Entities hold an aggregate of 525,000 founder shares and the anchor investors hold an aggregate
of 3,750,000 founder shares. The founder shares will automatically convert into Class A ordinary shares (or Class C ordinary
shares, at the election of the holder) on the first business day following the consummation of our initial business combination
at a ratio such that the total number of Class A ordinary shares and Class C ordinary shares issuable upon conversion
of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number
of public shares, plus (ii) the sum of  (a) the total number of Class A ordinary shares and Class C ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed
issued, by us in connection with or in relation to the consummation of our initial business combination (including the forward
purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business
combination and any warrants issued in a private placement to our founder or an affiliate of our founder upon conversion of working
capital loans, minus (b) the number of public shares redeemed by public shareholders in connection with our initial business
combination.



39







Our initial shareholders (other than our
sponsor, its controlled affiliates and any sponsor-affiliate) have agreed not to transfer, assign or sell any of their founder
shares and any Class A ordinary shares or Class C shares issued upon conversion thereof until the earlier to occur of:
(i) one year after the closing of our initial business combination or (ii) the date on which we complete a liquidation, merger,
share exchange or other similar transaction after our initial business combination that results in all of our ordinary shareholders
having the right to exchange their ordinary shares for cash, securities or other property; and our sponsor, its controlled affiliates
and any sponsor-affiliate have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares or Class C shares issued upon conversion thereof until the earlier of  (i) the third anniversary of the
consummation of our initial business combination or (ii) the waiver of the foregoing restriction by anchor investors representing
over 50% of the forward purchase shares (in either case, except pursuant to limited exceptions).



In addition, 30% of the number of founder
shares held by our sponsor, the BSOF Entities and their permitted transferees immediately following the consummation of our initial
public offering, which we refer to as the “earnout shares,” are subject to forfeiture on a pro rata basis by our sponsor
and the BSOF Entities on the fifth anniversary of our initial business combination unless following our initial business combination,
either (A) the closing price of our Class A ordinary shares (or any successor class of ordinary shares or common shares) equals
or exceeds, in the case of our sponsor, $12.50 per share, and in the case of the BSOF Entities, $12.25 per share (in each case
as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30
consecutive trading day period or (B) we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our ordinary shareholders having the right to exchange their ordinary shares for consideration in cash, securities or
other property which equals or exceeds, in the case of our sponsor, $12.50 per share, and in the case of the BSOF Entities, $12.25
per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) (each, an “earnout
condition”). The number of earnout shares subject to forfeiture will initially be 2,250,000 (of which 157,500 are initially
held by the BSOF Entities and 2,092,500 are initially held by our sponsor). In connection with the foregoing, our sponsor and the
BSOF Entities have also agreed to not transfer, assign or sell any of its earnout shares until the earlier of (i) the
date on which one or more of the earnout conditions has been satisfied and (ii) the date on which our sponsor and the BSOF Entities
forfeit the earnout shares.



Private Placement Warrants



Our anchor investors
and the BSOF Entities have purchased, pursuant to separate written agreements, an aggregate of 8,000,000 Private Placement Warrants,
of which our founder purchased 2,006,041. If we do not complete our initial business combination by January 22, 2020, the Private
Placement Warrants will expire worthless. The Private Placement Warrants will be nonredeemable and exercisable on a cashless basis
so long as they are held by the anchor investors, the BSOF Entities or their respective permitted transferees (except under limited
circumstances). If the private placement warrants are held by holders other than the initial anchor investors and the BSOF Entities
or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the
same basis as the warrants included in the units sold in our initial public offering.



Forward Purchase Agreements; Strategic
Partnership Agreement



In connection with our initial public offering,
we entered into forward purchase agreements pursuant to which the anchor investors agreed to subscribe for an aggregate of 15,000,000
ordinary shares (13,025,000 Class A ordinary shares and 1,975,000 Class C ordinary shares) plus 5,000,000 redeemable
warrants (of which 4,341,667 will be exercisable for Class A ordinary shares and 658,333 will be exercisable for Class C
ordinary shares) for a purchase price of  $10.00 multiplied by the number of Class A ordinary shares and Class C
ordinary shares purchased, or $150,000,000 in the aggregate, in a private placement to close concurrently with the closing of our
initial business combination. In connection with these agreements, we also issued to the anchor investors an aggregate of 3,750,000
founder shares for $0.01 per share prior to the consummation of our initial public offering. In connection with the strategic partnership
agreement, our sponsor transferred 525,000 founder shares to the BSOF Entities. Subject to certain exceptions to forfeiture, transfer
and earnout provisions, the founder shares issued to the anchor investors and held by the BSOF Entities are subject to similar
contractual conditions and restrictions as the founder shares issued to our sponsor. The forward purchase warrants will have the
same terms as our public warrants except that one of the anchor investors will receive forward purchase warrants exercisable only
for Class C ordinary shares, as described above.



40







Upon execution of the forward purchase agreements,
each anchor investor elected to receive a fixed number of Class A ordinary shares or Class C ordinary shares. The Class C
ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary shares do not grant
their holders any voting rights. Our amended and restated memorandum and articles of association provide that, following the consummation
of our initial business combination, the Class C ordinary shares may be converted into Class A ordinary shares on a one-for-one
basis (i) at the election of the holder with 65 days’ written notice or (ii) upon the transfer of such Class C
ordinary share to an unaffiliated third party.



The forward purchase agreements and the
strategic partnership agreement also provide that the anchor investors and the BSOF Entities are entitled to (i) a right of
first refusal with respect to any proposed issuance of additional equity or equity-linked securities (including working capital
loans from our founder that are convertible into private placement warrants) by us, including for capital raising purposes, or
if we offer or seek commitments for any equity or equity-linked securities to backstop any such capital raise, in connection with
the closing of our initial business combination (other than the units we are offering by this prospectus and their component
public shares and warrants, the founder shares (and Class A ordinary shares and/or Class C ordinary shares for which
such founder shares are convertible), the forward purchase shares, forward purchase warrants and the private placement warrants,
and any securities issued by us as consideration to any seller in our initial business combination and warrants issued upon the
conversion of working capital loans to us made by our founder that are convertible into private placement warrants) and (ii) registration
rights with respect to (A) the forward purchase securities and Class A ordinary shares and Class C ordinary shares underlying
the anchor investors’ forward purchase warrants and the anchor investors’ and the BSOF Entities’ founder shares,
and (B) any other Class A ordinary shares or warrants acquired by the anchor investors and the BSOF Entities, including any
time after we complete our initial business combination.



The forward purchase agreements provide
that prior to signing a definitive agreement with respect to a potential initial business combination, and prior to making any
material amendment to such definitive agreement following signing, anchor investors representing over 50% of the forward purchase
shares must approve such potential initial business combination or amendment, as applicable.



In addition, the forward purchase agreements
for two of our anchor investors provide each such anchor investor with (i) the right to designate (prior to the consummation
of a business combination) and the right to request the designation of (following the consummation of a business combination) one
observer to our board of directors and (ii) the right to acquire, at the same price paid by, directly or indirectly, and on the
same terms and conditions as, our founder, a number of founder shares equal to its pro rata share, based
on its allocation of forward purchase shares, of five percent of the founder shares of any special purpose acquisition company
sponsored by our founder for 10 years following the closing of our initial business combination, which we refer to as the
new acquisition company. Further, such forward purchase agreements for the same two anchor investors provide such investors with
the right to purchase up to an aggregate of  $63,000,000 in equity securities of the new acquisition company substantially
similar to the forward purchase securities on the same or more favorable terms as new investors in such equity securities.



The strategic partnership agreement provides
that, so long as the Company remains a “blank check company” as such term is defined in Rule 419 under the Securities
Act and prior to our initial business combination, the BSOF Entities have the right to designate one observer to our board of directors.
In addition, on the date set for the shareholder vote to approve the initial business combination or on the business day immediately
prior to the scheduled closing date of the initial business combination, if the BSOF Entities do not hold at least 4,000,000 Class
A ordinary shares, the BSOF Entities will forfeit a pro rata number of their founder shares to our sponsor.



41







Due to Related Parties



Our sponsor and other related parties have
loaned us an aggregate amount of $92,844 to be used for the payment of costs related to the initial public offering. These borrowings
are non-interest bearing, unsecured and due upon the closing of the initial public offering. We had not yet repaid this amount
as of December 31, 2017. All borrowings under the promissory note were repaid on February 7, 2018.



Administrative Service Fee



We have agreed, commencing on January 17,
2018 through the earlier of our consummation of a Business Combination and liquidation, to pay an affiliate of our Sponsor a monthly
fee of $10,000 for office space, and secretarial and administrative services.



Off-Balance Sheet Arrangements



As of December 31, 2017, we did not have
any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.



Contractual Obligations



We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities other than an administrative agreement to reimburse the
Sponsor for office space, secretarial and administrative services provided to the Company in an amount not to exceed $10,000 per
month. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees.



The underwriters are entitled to underwriting
discounts and commissions of 5.5%, of which 2.0% ($6,000,000) was deferred. The deferred underwriting discount will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business
Combination, subject to the terms of the underwriting agreement. The underwriters are not entitled to any interest accrued on the
deferred underwriting discount.



JOBS Act



The JOBS Act contains provisions that, among
other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company”
and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result,
we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public
company effective dates.



| | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
| | -------- | ----------------------------------------------------------



To date, our efforts
have been limited to organizational activities and activities relating to the initial public offering and the identification and
evaluation of prospective acquisition targets for a business combination. We have neither engaged in any operations nor generated
any revenues. At December 31, 2017, the net proceeds from our initial public offering and the sale of the Private Placement Warrants
held in the Trust Account were comprised entirely of cash. 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 there will be an associated material
exposure to interest rate risk.



At December 31, 2017,
$300,000,000 was held in the Trust Account for the purposes of consummating a business combination. If we complete a business combination
within 24 months after the closing of our initial public offering, funds in the Trust Account will be used to pay for the business
combination, redemptions of Class A ordinary shares, if any, deferred underwriting compensation of $6,000,000 and accrued expenses
related to the business combination. Any funds remaining will be made available to us to provide working capital to finance our
operations.



We have 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.



42







| | Item
                                         8. | Financial
                                         Statements and Supplementary Data
| | ------------------------------------------------ | ------------------------------------------------------------------------------------



ONE
MADISON CORPORATION



Index
to Financial Statements



|                                                                                                                        |  | Page
|----------------------------------------------------------------------------------------------------------------------- |  | ----
|Audited Financial Statements of One Madison Corporation:                                                                |  |     
|Report of Independent Registered Public Accounting Firm                                                                 |  | F-2 
|Balance Sheet as of December 31, 2017                                                                                   |  | F-3 
|Statement of Operations for the period from July 13, 2017 (date of inception) to December 31, 2017                      |  | F-4 
|Statement of Changes in Shareholders’ Equity for the period from July 13, 2017 (date of inception) to December 31, 2017 |  | F-5 
|Statement of Cash Flows for the period from July 13, 2017 (date of inception) to December 31, 2017                      |  | F-6 
|Notes to Financial Statements                                                                                           |  | F-7 





F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Shareholder of

One
Madison Corporation





Opinion on the Financial Statements



We have audited the accompanying balance sheet of One Madison
Corporation (the “Company”) as of December 31, 2017, and the related statements of operations, changes in shareholders’
equity and cash flows, for the period from July 13, 2017 (date of inception) to December 31 2017, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for
the period from July 13, 2017 (date of inception) to December 31, 2017, in conformity with accounting principles generally accepted
in the United States of America.



Basis for Opinion



These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit are accordance with the standards of
the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess
the risks of material misstatement of the 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 financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for
our opinion.



/s/ WithumSmith+Brown, PC



We have served as the Company’s auditor since 2017.



New York, New York



March 29, 2018





F-2







|ONE MADISON CORPORATION
|-----------------------
|                       
|BALANCE SHEET          
|December 31, 2017      



|ASSETS:                                                                                                                |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------- |  | - | ------- | -
|Current asset – cash                                                                                                   |  | $ | 1,896   |  
|Deferred offering costs                                                                                                |  |   | 868,919 |  
|Total Assets                                                                                                           |  | $ | 870,815 |  
|                                                                                                                       |  |   |         |  
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                   |  |   |         |  
|Current liabilities                                                                                                    |  |   |         |  
|Accrued formation and offering costs                                                                                   |  | $ | 723,986 |  
|Note payable - sponsor                                                                                                 |  |   | 92,844  |  
|Total liabilities                                                                                                      |  |   | 816,830 |  
|                                                                                                                       |  |   |         |  
|Commitments and contingencies                                                                                          |  |   |         |  
|                                                                                                                       |  |   |         |  
|Shareholders’ Equity:                                                                                                  |  |   |         |  
|Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                         |  |   | -       |  
|Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding                 |  |   | -       |  
|Class B ordinary shares, $0.0001 par value, 25,000,000 shares authorized, 11,250,000 shares issued and outstanding (1) |  |   | 1,125   |  
|Class C ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding                 |  |   | -       |  
|Additional paid-in capital                                                                                             |  |   | 61,375  |  
|Accumulated deficit                                                                                                    |  |   | (8,515  | )
|Total Shareholders’ Equity                                                                                             |  |   | 53,985  |  
|Total Liabilities and Shareholders’ Equity                                                                             |  | $ | 870,815 |  



|(1) | This number includes an aggregate of up to 2,250,000
ordinary shares (of which 157,500 are initially held by an affiliated investor and 2,092,500 are initially held by the Sponsor)
subject to forfeiture upon satisfaction of certain earnout conditions as defined in the Securities Subscription Agreement.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See
accompanying notes to financial statements.





F-3







|ONE MADISON CORPORATION                                                   
|--------------------------------------------------------------------------
|                                                                          
|STATEMENT OF OPERATIONS                                                   
|For the Period from July 13, 2017 (date of inception) to December 31, 2017



|Formation and operating costs                                  |  | $ | 8,515     |  
|-------------------------------------------------------------- |  | - | --------- | -
|                                                               |  |   |           |  
|Net loss                                                       |  | $ | (8,515    | )
|                                                               |  |   |           |  
|Weighted average shares outstanding,
    basic and diluted (1) |  |   | 7,157,895 |  
|                                                               |  |   |           |  
|Basic and diluted net loss per ordinary share                  |  | $ | (0.00     | )





|(1) | This
                                         number excludes an aggregate of up to 2,250,000 ordinary shares (of which 157,500 are
                                         initially held by an affiliated investor and 2,092,500 are initially held by the Sponsor)
                                         subject to forfeiture upon satisfaction of certain earnout conditions as defined in the
                                         Securities Subscription Agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See
accompanying notes to financial statements.





F-4







ONE
MADISON CORPORATION



STATEMENT
OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Period from July 13, 2017 (date of inception) to December 31, 2017



|                                                                                 |  | Class B Ordinary
Shares (1) |            |  | Additional Paid-in |   |       | Accumulated |  |   | Total
Shareholders’ | 
|-------------------------------------------------------------------------------- |  | --------------------------- | ---------- |  | ------------------ | - | ----- | ----------- |  | - | ------------------- | 
|                                                                                 |  | Shares                      |            |  | Amount             |   |       | Capital     |  |   | Deficit             | 
|Issuance of Class B ordinary shares to sponsor at approximately $0.003 per share |  |                             | 7,500,000  |  |                    | $ | 750   |             |  | $ | 24,250              | 
|Issuance of Anchor shares                                                        |  |                             | 3,750,000  |  |                    |   | 375   |             |  |   | 37,125              | 
|Net loss                                                                         |  |                             | -          |  |                    |   | -     |             |  |   | -                   | 
|Balances – December 31, 2017                                                     |  |                             | 11,250,000 |  |                    | $ | 1,125 |             |  | $ | 61,375              | 



|(1) | This
                                         number includes an aggregate of up to 2,250,000 ordinary shares (of which 157,500 are
                                         initially held by an affiliated investor and 2,092,500 are initially held by the Sponsor)
                                         subject to forfeiture upon satisfaction of certain earnout conditions as defined in the
                                         Securities Subscription Agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See
accompanying notes to financial statements.





F-5







ONE
MADISON CORPORATION



STATEMENT OF CASH FLOWS

For the Period from July 13, 2017 (date of inception) to December 31, 2017



|Cash Flows From Operating Activities:                                      |  |   |         
|-------------------------------------------------------------------------- |  | - | --------
|Net loss                                                                   |  | $ | (8,515  
|Adjustments to reconcile net loss to net cash used in operating activities |  |   |         
|Changes in accrued formation and offering costs                            |  |   | (10,886 
|Net Cash Used in Operating Activities                                      |  |   | (19,401 
|                                                                           |  |   |         
|Cash Flows From Financing Activities:                                      |  |   |         
|Proceeds from issuance of Class B ordinary shares to sponsor               |  |   | 25,000  
|Proceeds from issuance of Anchor shares                                    |  |   | 37,500  
|Proceeds from sponsor note                                                 |  |   | 86,000  
|Payment of offering costs                                                  |  |   | (127,203
|Net Cash Provided By Financing Activities                                  |  |   | 21,297  
|                                                                           |  |   |         
|Net change in cash                                                         |  |   | 1,896   
|                                                                           |  |   |         
|Cash - Beginning of period                                                 |  |   | -       
|                                                                           |  |   |         
|Cash - Ending of period                                                    |  | $ | 1,896   
|                                                                           |  |   |         
|Supplemental Schedule of Non-Cash Financing Activities:                    |  |   |         
|                                                                           |  |   |         
|Deferred offering costs included in accrued formation and offering costs   |  | $ | 734,872 
|Payment of formation costs by issuance of sponsor note                     |  | $ | 6,844   



See
accompanying notes to financial statements.





F-6







One
Madison Corporation



Notes
to Financial Statements



NOTE
1.   DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS



One
Madison Corporation (the “Company”) is a newly incorporated blank check company incorporated in the Cayman Islands
on July 13, 2017. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Initial
Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of
consummating its Initial Business Combination, the Company intends to focus on North American or Western European Consumer Products
related businesses with a particular sub-focus on companies in one of the following categories: (i) consumer products or services,
(ii) food and beverage and (iii) adjacent manufacturing or industrial services businesses linked to a consumer end-user. The Company
is an ’‘emerging growth company,’’ as defined in Section 2(a) of the Securities Act of 1933, as amended,
or the ’’Securities Act,’’ as modified by the Jumpstart Our Business Startups Act of 2012 (the ’‘JOBS
Act’’).



At
December 31, 2017, the Company had not yet commenced operations. All activity for the period from July 13, 2017 (date of inception)
through December 31, 2017 relates to the Company’s formation and the proposed initial public offering (’‘Proposed
Offering’’) described below. The Company will not generate any operating revenues until after completion of its Initial
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and
cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31st as its fiscal year
end.



The
Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial
public offering of 30,000,000 units at $10.00 per unit (or 34,500,000 units if the underwriters’ over-allotment option is
exercised in full) (“Units” and, with respect to the Class A ordinary shares included in the Units being offered,
the “Public Shares”) which is discussed in Note 3 (the “Proposed Offering”) and the sale of 8,000,000
warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is exercised in full) (“Private Placement
Warrants”) at a price of  $1.00 per warrant in a private placement to the Company’s founder, Omar M. Asali,
and the other Anchor Investors (as defined below) that will close simultaneously with the Proposed Offering. Upon the closing
of the Proposed Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Offering,
including the proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company
meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of: (i) the completion of the Initial Business Combination and (ii) the distribution of the Trust Account
as described below. On January 22, 2018, the Company consummated the Public Offering of 30,000,000 units (the “Units”
and, with respect to the Company’s Class A ordinary shares, $0.0001 par value per share, included in the Units being offered,
the “Public Shares”) generating gross proceeds of $300,000,000 which is described in Note 3.



The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Proposed Offering
and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
an Initial Business Combination. The Company’s Initial Business Combination must be with one or more target businesses that
together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the Initial Business
Combination. However, the Company will only complete an Initial Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment
Company Act.





F-7







The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business
Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial
Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares
will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6).
These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed
Offering, in accordance with the Financial Accounting Standards Board (’‘FASB’’) Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”In such case, the Company
will proceed with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of an Initial Business Combination and a majority of the shares voted are voted in favor of the Initial Business Combination.
If a shareholder vote is not required by the law and the Company does not decide to hold a shareholder vote for business or other
legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents
with the SEC prior to completing an Initial Business Combination. If, however, a shareholder approval of the transactions is required
by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally,
each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as
defined below) have agreed to vote their Founder Shares (as defined in Note 5) (subject to restrictions on voting applicable to
one of the initial shareholders) and any Public Shares purchased during or after the Proposed Offering in favor of an Initial
Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their
Founder Shares and, with respect to our initial shareholders other than the Anchor Investors (as defined below), Public Shares
in connection with the completion of an Initial Business Combination.



Notwithstanding
the foregoing, the Company’s Memorandum and Articles of Association provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent
of the Company.



The
Company’s sponsor, One Madison Group LLC, a Delaware limited liability company (“Sponsor”) and the Anchor Investors,
together with any permitted transferees (collectively, the “initial shareholders”), have agreed not to propose an
amendment to the Company’s Memorandum and Articles of Association that would affect the substance or timing of the Company’s
obligation to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination, unless the Company
provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.



If
the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Proposed Offering (the
“Combination Period”), the Company 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, redeem 100% of the outstanding Public Shares which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation
and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and
the requirements of applicable law.





F-8







In
connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the
Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable
(less taxes payable and up to $100,000 of interest to pay dissolution expenses).



The
initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to
complete an Initial Business Combination within the Combination Period. However, if the initial shareholders should acquire Public
Shares in or after the Proposed Offering, they will be entitled to liquidating distributions from the Trust Account with respect
to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters
have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event
the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be
included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public
Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order
to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to the Company if and to the extent any
claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not
apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in
or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Proposed
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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. The Company 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 the Company’s independent auditors), prospective target businesses or other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.



NOTE
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of presentation



The
accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“GAAP”). In connection with the Company’s assessment of going concern
considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern”, as of December 31, 2017, the Company does not have sufficient liquidity to meet its current obligations.
However, on January 22, 2018, the Company consummated its Public Offering of 30,000,000 units generating gross proceeds of $300,000,000
which alleviated any liquidity concerns.



Emerging
growth company



The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the
“Securities Act”), as modified by the JOBS Act, and it may 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 its 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.



Further,
Section 102(b)(1) of the 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 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 with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, 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 the Company’s
financial statements with 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 accounting
standards used.





F-9







Use
of estimates



The
preparation of financial statements in conformity with GAAP requires 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 financial
statements and the reported amounts of revenues and expenses during the reporting period.



Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.



Concentration
of credit risk



Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2017, the Company had
not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.



Fair
value of financial instruments



The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements and Disclosures” approximates the carrying amounts represented in the accompanying balance sheet,
primarily due to their short-term nature.



Deferred
offering costs



The
Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A--“Expenses
of Offering.” Deferred offering costs of $868,919, consist of costs incurred in connection with preparation for the
Proposed Offering. These costs, together with the underwriter discount, will be charged to capital upon completion of the Proposed
Offering or charged to operations if the Proposed Offering is not completed.



Income
taxes



The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.



There
were no unrecognized tax benefits as of December 31, 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute
for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were
accrued for the payment of interest and penalties at December 31, 2017. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company has been subject
to income tax examinations by major taxing authorities since inception.





F-10







Net
loss per share



Net
loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of
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. Weighted average shares was reduced for the effect of an aggregate of
1,125,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. In
addition, weighted average shares was reduced for the effect of an aggregate of 2,250,000 ordinary shares (or 2,587,500 if the
underwriters’ over-allotment option is exercised in full) that are subject to forfeiture subject to the satisfaction of
certain earnout conditions as defined in the Securities Subscription Agreement. These shares subject to earnout conditions consist
of 157,500 shares initially held by an affiliated investor and 2,092,500 shares initially held by the Sponsor. At December 31,
2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted
into ordinary shares and then share in the earnings of the Company under the treasury stock method. As a result, diluted loss
per ordinary share is the same as basic loss per ordinary share for the period.



Recent
Accounting Pronouncements



The
Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently
adopted, would have a material effect on the Company’s financial statements.



NOTE
3.   PROPOSED OFFERING



Pursuant
to the Proposed Offering, the Company will offer for sale up to 30,000,000 Units (or 34,500,000 Units if the underwriters’
over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class
A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle
the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
On January 22, 2018, the Company consummated the initial Public Offering of 30,000,000 units generating gross proceeds of $300,000,000
(see Note 8).



NOTE
4.   PRIVATE PLACEMENT



The
Anchor Investors are expected to purchase an aggregate of 8,000,000 Private Placement Warrants (or 8,900,000 Private Placement
Warrants if the underwriters’ over-allotment is exercised in full), of which Mr. Asali is expected to purchase 2,000,000,
at $1.00 per warrant ($8,000,000 in the aggregate or $8,900,000 if the over-allotment option is exercised in full) in a private
placement that will close simultaneously with the closing of the Proposed Offering. Each Private Placement Warrant is exercisable
to purchase one Class A ordinary share or Class C ordinary share at $11.50 per share. If the Company does not complete a Business
Combination within the Combination Period, the Private Placement Warrants will expire worthless.



NOTE
5.   RELATED PARTY TRANSACTIONS



Founder
Shares



On
July 18, 2017, the Company issued 8,625,000 shares of Class B ordinary shares (the “Founder Shares”) to the Sponsor
in exchange for a capital contribution of $25,000. This number includes an aggregate of up to 1,125,000 shares that are
subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 6). In October 2017, the Company
issued 3,750,000 Founder Shares to certain investors, including Mr. Asali and the Company’s other executive officers, (collectively,
the “Anchor Investors”), for $0.01 per share in connection with the forward purchase agreements prior to the offering.
The Sponsor currently owns 6,975,000 Class B ordinary shares. The Founder Shares will automatically convert into Class A ordinary
shares (or Class C ordinary shares, at the election of the holder) upon the consummation of an Initial Business Combination at
a ratio such that the number of Class A ordinary shares and Class C ordinary shares issuable upon conversion of all Founder Shares
will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of Public Shares, plus
(ii) the sum of  (a) the total number of Class A ordinary shares and Class C ordinary shares issued or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection
with or in relation to the consummation of the Initial Business Combination (including forward purchase shares, but not forward
purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class
A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants
issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by Public Shareholders
in connection with the Initial Business Combination.





F-11







The
Sponsor, its controlled affiliates and any director, officer or employee of the Sponsor who is also serving in any such role or
position at the Company, including Mr. Asali (each, a “sponsor-affiliate” provided that such term does not
refer to any of the Company’s non-executive directors), have agreed not to transfer, assign or sell any of their Founder
Shares and any Class A ordinary shares or Class C shares issued upon conversion thereof until the earlier to occur of: (a) the
third anniversary after the completion of the Initial Business Combination or (b) the waiver of such restrictions on transfer
by Anchor Investors representing over 50.0% of the Forward Purchase Shares (except to certain permitted transferees and subject
to certain exceptions). The initial shareholders (other than the Sponsor, its controlled affiliates or any sponsor-affiliate)
have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares or Class C shares issued
upon conversion thereof until the earlier to occur of: (i) one year after the completion of the Initial Business Combination or
(ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the Initial
Business Combination that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary
shares for cash, securities or other property (except to certain permitted transferees and subject to certain exceptions). Any
permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to
any Founder Shares. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00
per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, the Founder Shares
held by the initial shareholders (other than the Sponsor’s Founder Shares that are subject to the earnout condition in the
Securities Subscription Agreement, between the Company and the Sponsor, as amended) will be released from the lock-up.



In
November 2017, the Company amended the Securities Subscription Agreement dated July 18, 2017 to include an “earnout”
clause, as discussed in the preceding paragraph, which requires the forfeiture of certain Founder Shares by the Sponsor under
certain circumstances as described in the agreement.



In January 2018, the Sponsor transferred 240,000 Founder Shares to the Company’s independent directors
at their original purchase price.



In
March 2018, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 1,125,000 Class B ordinary shares.
This forfeiture is reflected in the accompanying statement of changes in shareholders’ equity as of December 31, 2017.



Promissory
Note — Related Party



The
Sponsor has agreed to loan the Company up to $200,000 to be used for the payment of costs related to the Proposed Offering. The
loan is non-interest bearing, unsecured and due on the earlier of March 31, 2018 or the closing of the Proposed Offering. The
Company intends to repay the loan from the proceeds of the Proposed Offering not being placed in the Trust Account. As of December
31, 2017, there were $92,844 of outstanding borrowings under the promissory note of which $6,844 represented formation and offering
costs paid directly by the Sponsor. All borrowings under the promissory note were repaid on February 7, 2018.



Administrative
Service Fee



The
Company has agreed, commencing on the effective date of the Proposed Offering through the earlier of the Company’s consummation
of an Initial Business Combination and its liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for
office space, and secretarial and administrative services.





F-12







Related
Party Loans



In
order to finance transaction costs in connection with an Initial Business Combination, an affiliate of the Sponsor may, but is
not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an
Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the
event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans,
other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The
Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the
lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business
Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.



NOTE
6.   COMMITMENTS & CONTINGENCIES



Registration
Rights



The
holders of the Founder Shares and Private Placement Warrants and warrants that maybe issued upon conversion of Working Capital
Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued
upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement
to be entered into concurrently with the closing of the Proposed Offering. The holders of these securities are entitled to make
up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a
Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.



Forward
Purchase Agreement



In
October 2017, the Company entered into forward purchase agreements pursuant to which certain investors agreed to purchase an aggregate
of 15,000,000 Class A ordinary shares and Class C ordinary shares (collectively, the “Forward Purchase Shares”), plus
an aggregate of 5,000,000 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $10.00
per Class A ordinary share or Class C ordinary share, as applicable, in a private placement to occur concurrently with the closing
of the Initial Business Combination. In connection with these agreements, the Company issued to such investors an aggregate of
3,750,000 Founder Shares for $0.01 per share and received gross proceeds of $37,500. The Founder Shares issued to such investors
are subject to similar contractual conditions and restrictions as the Founder Shares issued to the Sponsor. The Anchor Investors
will have redemption rights with respect to any Public Shares they own. The forward purchase agreements also provide that the
investors are entitled to a right of first refusal with respect to any proposed issuance of additional equity or equity-linked
securities (including working capital loans that are convertible into Private Placement Warrants) by the Company for capital raising
purposes, or if the Company offers or seeks commitments for any equity or equity-linked securities to backstop any such capital
raise, in connection with the closing of the Initial Business Combination (other than the Units the Company is offering by this
prospectus and their component Public Shares and Public Warrants, the Founder Shares (and Class A ordinary shares and/or Class
C ordinary shares for which such Founder Shares are convertible), the Forward Purchase Shares, the Forward Purchase Warrant and
the Private Placement Warrants) and registration rights with respect to the (A) Forward Purchase Shares, Forward Purchase Warrants,
and Class A ordinary shares and Class C ordinary shares underlying their Forward Purchase Warrants and their Founder Shares, and
(B) any other Class A ordinary shares or warrants acquired by the Anchor Investors, including any time after we complete our Initial
Business Combination. The Class C ordinary shares have identical terms as the Class A ordinary shares, except the Class C ordinary
shares do not grant their holders any voting rights. The amended and restated memorandum and articles of association provide that
the Class C ordinary shares may be converted into Class A ordinary shares on a one-for-one basis at the election of the holder
with 65 days written notice or upon the transfer of such Class C ordinary shares to a non-affiliate of the holder.





F-13







Underwriting
Agreement



The
Company will grant the underwriters a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional Units
to cover over-allotments, if any, at the Proposed Offering price less the underwriting discounts and commissions.



The
underwriter will be entitled to an underwriting discount of $0.20 per unit, or $6,000,000 in the aggregate (or $6,900,000
in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed
Offering, a discount of $0.35 per unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’
over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes
an Initial Business Combination, subject to the terms of the underwriting agreement for the offering.



NOTE
7.   SHAREHOLDERS’ EQUITY



Class
A Ordinary Shares — The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par
value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
At December 31, 2017, there were no Class A ordinary shares issued or outstanding.



Class
B Ordinary Shares —The Company is authorized to issue 25,000,000 shares of Class B ordinary shares with a par value
of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The
Company initially issued 8,625,000 Class B ordinary shares on July 18, 2017. This number includes an aggregate of 1,125,000
ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 8). In
October 2017, the Company issued 3,750,000 Class B ordinary shares to certain investors, including Mr. Asali and the Company’s
other executive officers, for $0.01 per share in connection with the forward purchase agreements prior to the offering. The Class
B ordinary shares and will automatically convert into Class A ordinary shares (or the Class C ordinary shares, at the election
of the holder) on the first business day following the consummation of the Initial Business Combination. The ratio at which Class
B ordinary shares will convert into Class A ordinary shares and Class C ordinary shares will be such that the number of Class
A ordinary shares and Class C ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of  (i) the total number of Public Shares (including any such shares issued following
the exercise of the over-allotment option), plus (ii) the sum of (a) the total number of Class A ordinary shares and Class
C ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued
or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination (including
forward purchase shares, but not forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Initial Business Combination
and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public
Shares redeemed by Public Shareholders in connection with the Initial Business Combination.



As
of December 31, 2017, there were 11,250,000 Class B ordinary shares issued and outstanding. This number excludes an aggregate
of 1,125,000 ordinary shares, which were forfeited in March 2018 as the over-allotment option was not exercised by the underwriters.



Class
C Ordinary Shares — The Company is authorized to issue 200,000,000 shares of Class C ordinary shares with a par
value of $0.0001 per share. Following the consummation of the Company’s initial Business Combination, each issued Class
C Share shall be converted into one Class A Share, subject to any necessary adjustments for any share splits, capitalizations,
consolidations or similar transactions occurring in respect of the Class A Shares or the Class C Shares, (i) upon receipt by the
Company of 65 days’ notice in writing from the registered holder of such Class C ordinary share to convert such Class C
ordinary share, or (ii) automatically upon the transfer by the registered holder of such Class C ordinary share, whether or not
for value, to a third party, except for transfers to a nominee or “affiliate” (as such term is defined in the Securities
Exchange Act of 1934, as amended) of such holder in a transfer that will not result in a change in beneficial ownership or to
a person that already holds Class A ordinary shares. At December 31, 2017, there were no Class C ordinary shares issued or outstanding.





F-14







Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote
of shareholders except as required by law. The holders of Class C ordinary shares will not have the right to vote in general meetings
of the Company.



Preference
Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At
December 31, 2017, there are no preference shares issued or outstanding.



Warrants— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued
upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later
of  (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Proposed
Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the
Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or
the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration
under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 30 business days, after
the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement
for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants.
The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the sixtieth (60th) day after the closing of the Initial Business Combination, warrant holders may, until
such time as there is an effective registration statement and during any period when the Company will have failed to maintain
an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption. The Public Warrants will expire five years after the completion of the Initial Business
Combination or earlier upon redemption or liquidation.



The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Offering, except that
the Private Placement Warrants and the Class A ordinary shares and Class C ordinary shares issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination,
subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are
held by the initial Anchor Investors who purchased such warrants or their permitted transferees. If the Private Placement Warrants
are held by someone other than such Anchor Investors or their permitted transferees, the Private Placement Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants.



The
Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):



| | ● | in whole and not in part;
| | - | -------------------------



| | ● | at a price of $0.01 per warrant;
| | - | --------------------------------



| | ● | upon a minimum of 30 days’ prior written notice
of redemption; and
| | - | ------------------------------------------------------------------



| | ● | if, and only if, the last reported closing price of
the public shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third
trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-15





​

If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.



The
exercise price and number of Class A ordinary shares or Class C ordinary shares, as applicable, issuable upon exercise of the
warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization,
merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares or Class C ordinary
shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants
shares. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor
will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such
warrants. Accordingly, the warrants may expire worthless.



NOTE
8.   Subsequent events



On
January 22, 2018, the Company consummated the initial Public Offering of 30,000,000 units (the “Units” and, with respect
to the Company’s Class A ordinary shares, $0.0001 par value per share, included in the Units being offered, the “Public
Shares”) generating gross proceeds of $300,000,000 which is described in Note 3. The Company’s founder, Omar M. Asali,
the other Anchor Investors and certain other entities purchased an aggregate of 8,000,000 warrants (“Private Placement Warrants”)
at a price of $1.00 per warrant, or approximately $8,000,000 in the aggregate, in a private placement simultaneously with
the closing of the Public Offering (the “Private Placement”).



In
March 2018, the over-allotment option was not exercised by the underwriters resulting in the forfeiture of an aggregate of 1,125,000
ordinary shares.





F-16







| | Item
                                         9. | Changes
                                         in and Disagreements with Accountants on Accounting and Financial Disclosure
| | ------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------



None.



| | Item
                                         9A. | Controls
                                         and Procedures
| | ------------------------------------------------- | ----------------------------------------------------------------



Disclosure
Controls and Procedures



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016.
Based 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 Exchange Act) were effective.



Internal
Control over Financial Reporting



This
Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial
reporting or an attestation report of our independent registered public accounting firm due to a transition period established
by rules of the SEC for newly public companies.



During
the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.



| | Item
                                         9B. | Other
                                         Information
| | ------------------------------------------------- | ----------------------------------------------------------



None.





43







PART
III



| | Item
                                         10. | Directors,
                                         Executive Officers and Corporate Governance
| | ------------------------------------------------- | -----------------------------------------------------------------------------------------------



Officers
and Directors



Our
officers and directors are as follows:



|Name                |  | Age |  | Position                            
|------------------- |  | --- |  | ------------------------------------
|Omar M. Asali       |  | 47  |  | Chairman and Chief Executive Officer
|Thomas F. Corley    |  | 54  |  | Director                            
|Keith R. McLoughlin |  | 61  |  | Director                            
|Michael A. Jones    |  | 55  |  | Director                            
|Robert C. King      |  | 58  |  | Director                            
|Bharani Bobba       |  | 47  |  | Chief Financial Officer             
|William Drew        |  | 35  |  | Secretary                           



Omar
Asali, age 47, has been Chairman of our board of directors and Chief Executive Officer since July 2017. Mr. Asali
has been the Chief Executive Officer and Chairman of the board of directors of our sponsor since July 2017. Mr. Asali
served as President and Chief Executive Officer of HRG from March 2015 until April 2017, as its President since October 2011
and as a director from May 2011 to April 2017. Mr. Asali was responsible for overseeing the day-to-day activities
of HRG, including M&A activity and overall business strategy for HRG and HRG’s underlying subsidiaries. Mr. Asali
was directly involved in all of HRG’s acquisitions across all sectors, and he was actively involved in HRG’s management
and investment activities. Mr. Asali was also the Vice Chairman of the board of directors of Spectrum Brands and a member
of the board of directors of FGL, Front Street Re Cayman Ltd. and NZCH Corporation (formerly, Zap.Com Corporation), each a subsidiary
of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital.
Prior to joining Harbinger Capital in 2009, Mr. Asali was the co-head of Goldman Sachs Hedge Fund Strategies LLC (“Goldman
Sachs HFS”) where he helped manage approximately $25 billion of capital allocated to external managers. Mr. Asali
also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali
worked in Goldman Sachs’ Investment Banking Division, providing M&A and strategic advisory services to clients in the
High Technology Group. Mr. Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asali began
his career working for a public accounting firm. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in
Accounting from Virginia Tech.



Mr. Asali’s
qualifications to serve on our board of directors include: his substantial experience in mergers and acquisitions, corporate finance
and strategic business planning; his track record at HRG and in advising and managing multi-national companies; and his experience
serving as a director for various public and private companies.



Thomas
F. Corley, age 54, has been a member of our board of directors since July 2017. Mr. Corley is currently the Global
Chief Retail Officer and President of U.S. Retail Markets for Catalina, with responsibility for all of Catalina’s engagements
with retailers globally. Mr. Corley previously served as Chief Operating Officer of Acosta, Inc. from January 2016 until
December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions and worked to deepen consumer
packaged goods clients and customer relationships, identify retail operating strategies and develop a differentiated sales organization.
Prior to serving at Acosta, Mr. Corley served as an Executive Vice President of U.S. Sales and Foodservice at Kraft Foods
Group, Inc. from October 2012 until July 2015. Mr. Corley served as an Executive Vice President and President of
U.S. Retail Sales and Foodservice for Kraft Foods Group, Inc. since October 2012 and February 2013 respectively. Mr. Corley
served as President of U.S. Sales for Kraft Foods Group, Inc. from October 2012 to February 2013. He has more than 30 years
of industry experience with Kraft Foods Group and General Foods, including more than 15 years in Kraft senior leadership
and sales roles with responsibility for customer collaboration, new business development, field sales commercialization, acquisition
integration and organizational development. Previously, he led the U.S. Field Sales Organization and Walmart/Kraft Sales Organizations
for Kraft Foods North America with global oversight for headquarter engagement and retail execution. His additional roles at Kraft
included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations
and Area Vice President of South Area Field Sales Organization. Mr. Corley received a Bachelor’s Degree from the University
of St. Thomas in Minnesota.





44







Mr. Corley’s
qualifications to serve on our board of directors include: his 30 years of industry experience with Kraft Foods Group and
General Foods; his more than 15 years in Kraft senior leadership with responsibility for acquisition integration and organizational
development; and his overall experience with consumer packaged goods clients, customer relationships and identifying retail operating
strategies.



Keith
R. McLoughlin, age 61, has been a member of our board of directors since July 2017. Mr. McLoughlin was President
and Chief Executive Officer of Electrolux AB, a global manufacturer of major household appliances, from January 2011 until
February 2016. Mr. Mcloughlin joined Electrolux in 2003, where he was the President of the Electrolux Home Products
North America, Head of Major Appliances in North America and Latin America, Executive Vice President and Head of Global Operations
prior to being appointed President and Chief Executive Officer of Electrolux. Before joining Electrolux, Mr. McLoughlin spent
22 years in senior leadership roles at E.I. DuPont de Nemours and Company, leading several consumer brand businesses including
DuPont Corian, DuPont Stainmaster Carpet, and DuPont Tyvek. Mr. McLoughlin has served on the board of directors of Briggs
& Stratton Corporation since 2007, Campbell Soup Company since 2016 and Braunability Corporation since 2015. Mr. McLoughlin
holds a B.S. degree in Engineering from the United States Military Academy at West Point and has completed a training program
in corporate governance essentials for directors from the Wharton School of the University of Pennsylvania.



Mr. McLoughlin’s
qualifications to serve on our board of directors include: his deep experience in the consumer durable goods industry; his significant
executive leadership experience and expertise in international business and operations; his additional experience in retail sales,
marketing, strategy development, and organizational and human resource matters.



Michael
A. Jones, age 55, has been a member of our board of directors since July 2017. Mr. Jones served as Chief Customer
Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible
for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations.
Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013.
In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s
U.S. stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President
at Husqvarna AB from June 2011 to January 2013. In this role, Jones led sales, service and manufacturing operations
for Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service
for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products
within the appliances division of General Electric (“GE”) from June 2007 to October 2009. He began his career
at GE in appliance builder sales, and held roles with increasing responsibility during his time at GE, including Chief Commercial
Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith
University. Mr. Jones received a Bachelor’s Degree in business administration from California Coast University in Santa
Ana, California.



Mr. Jones’s
qualifications to serve on our board of directors include: his strong business and financial acumen, including the ability to
read operational financials and balance sheets; his sell-side and buy-side analyst experience including presentations to analyst
and investors and business positioning; his substantial experience in strategy development and extensive leadership positions
in various companies.



Robert
C. King, age 58, has been a member of our board of directors since July 2017. Mr. King served as the Chief Executive
Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining Cytosport, Mr. King served as an Advisor
to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi
system from 1989 to 2010 serving in various management positions. Notably, Mr. King served as an Executive Vice President
and President of North America at Pepsi Bottling Group Inc. (“Pepsi Bottling Group”) from November 2008 to 2010,
with responsibility for all Pepsi Bottling Group business in the United States, Canada and Mexico. He served as the President
of Pepsi Bottling Group’s North American business at Bottling Group from December 2006 to November 2008. Mr. King
served as the President of North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006.
Before joining the North America Pepsi system, Mr. King worked in various sales and marketing positions with E&J Gallo
Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King has served as a director and
advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages.
Mr. King has been an Executive Advisory Partner at Wind Point Partners and Chairman of Gehl Foods, a portfolio company of
Wind Point Partners since May 2015. Mr. King has also served on the board of directors of  (i) Exal Corporation,
an Ontario Teachers Pension Plan portfolio company, since February 2017, (ii) Freshpet Inc. since November 2014, and
(iii) Arctic Glacier, a Carlyle LLC portfolio company, since August 2017. Mr. King received a Bachelor of Arts
in English from Fairfield University.





45









Mr. King’s
qualifications to serve on our board of directors include: his corporate leadership and public company experience; and his more
than 37 years of substantial expertise in managing businesses and operations in the consumer packaged goods industry, including
his 21 years in the North America Pepsi system.



Bharani
Bobba, age 47, has been our Chief Financial Officer since September 2017. Mr. Bobba has 23 years of experience
across operational consulting, private equity, and investment banking, primarily in the consumer and retail sectors. Mr. Bobba
joined our sponsor in July 2017 where he is a Managing Director. Mr. Bobba works closely with other members of our sponsor
team to identify investment opportunities. Before joining our sponsor, Mr. Bobba was at Genpact Limited, which is a consulting
and outsourcing firm, for five years. Mr. Bobba had several roles including Senior Vice President with responsibility
for strategy, M&A and other growth initiatives for the Consumer, Retail and Healthcare Business Unit. He was also the business
leader and client partner in the Consumer Retail vertical, where he worked closely with the 3G Capital, Inc. team at Kraft Heinz.
He also developed and grew large relationships at McDonald’s and Walgreens Boots Alliance in addition to his responsibilities
of leading the business. Prior to joining Genpact in 2012, Mr. Bobba founded Baseline Partners, an investment firm focused
on making private equity and public investments in illiquid small cap Indian companies which were poised for exceptional growth
and returns on capital primarily in consumer and retail sectors. In addition to growth capital, he provided extensive operational
support to portfolio companies, including taking on interim management positions. Prior to Baseline, Mr. Bobba worked at
Merrill Lynch, Pierce, Fenner & Smith Incorporated in investment banking for 10 years where he advised on mergers &
acquisitions and capital raising for many of the top Global Consumer Packaged Goods and retail companies. Mr. Bobba received
an M.B.A. from Duke University and a B.A. in Economics from Georgetown University.



William
Drew, age 35, has been our Secretary since September 2017. Mr. Drew has been a managing director of our sponsor
since July 2017. Mr. Drew most recently served as Vice President, Investments of HRG Group where he worked on numerous
M&A and capital markets transactions and has experience in a number of sectors including housing and building products, energy,
financial institutions, consumer products and services, and media. Prior to joining HRG Group, Mr. Drew was an investment
analyst at Harbinger Capital Partners from 2006 through 2012, where he was responsible for long and short portfolio investments
across a variety of industries and multiple products and asset classes including equity, debt, and structured products (primarily
non-agency RMBS and CDO’s). Mr. Drew began his career as an Investment Banking Analyst in the Media and Telecommunications
Group of Deutsche Bank Securities Inc. from 2004 through 2006. Mr. Drew graduated from Georgetown University in 2004 with
a BSBA in Finance and a minor in Government.



Number
and Terms of Office of Officers and Directors



In
accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one
year after our first fiscal year end following our listing on the NYSE. Our officers are appointed by the board of directors and
serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chairmen
of the board, chief executive officers, a president, chief financial officer, vice presidents, secretary, treasurer and such other
offices as may be determined by the board of directors.





46







In
addition, the forward purchase agreements provide two of our anchor investors with the right to designate (prior to the consummation
of a Business Combination) and the right to request the designation of  (following the consummation of a Business Combination)
a total of two observers to our board of directors.



Committees
of the Board of Directors



Our
board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate
governance committee. In addition, we established the operating and advisory committee, which is an advisory committee of the
Board of Directors formed for the purpose of assisting management with sourcing and evaluating business opportunities and devising
plans and strategies to optimize any business that we acquire.



Audit
Committee



Our
board of directors has established an audit committee of the board of directors. Thomas F. Corley, Keith R. McLoughlin, Michael A.
Jones and Robert C. King currently serve as members of our audit committee. Thomas F. Corley, Keith R. McLoughlin, Michael A.
Jones and Robert C. King are independent under NYSE listing standards and applicable SEC requirements.



Robert
C. King currently serves as the chairman of the audit committee. Each member of the audit committee is financially literate and
our board of directors has determined that Thomas F. Corley, Keith R. McLoughlin, Michael A. Jones and Robert C. King each qualifies
as an “audit committee financial expert” as defined in applicable SEC rules.



We
have adopted an audit committee charter, which detail the principal responsibilities of the audit committee, including:



| | ● | meeting
                                         with our independent auditor regarding, among other issues, audits, and adequacy of our
                                         accounting and control systems;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | monitoring
                                         the independence of the independent auditor;
| | - | ------------------------------------------------------------------------------------------------



| | ● | verifying
                                         the rotation of the lead (or coordinating) audit partner having primary responsibility
                                         for the audit and the audit partner responsible for reviewing the audit as required by
                                         law;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | inquiring
                                         and discussing with management our compliance with applicable laws and regulations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | ● | pre-approving
                                         all audit services and permitted non-audit services to be performed by our independent
                                         auditor, including the fees and terms of the services to be performed;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | appointing
                                         or replacing the independent auditor;
| | - | -----------------------------------------------------------------------------------------



| | ● | determining
                                         the compensation and oversight of the work of the independent auditor (including resolution
                                         of disagreements between management and the independent auditor regarding financial reporting)
                                         for the purpose of preparing or issuing an audit report or related work;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | establishing
                                         procedures for the receipt, retention and treatment of complaints received by us regarding
                                         accounting, internal accounting controls or reports which raise material issues regarding
                                         our financial statements or accounting policies; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
                                         and approving all payments made to our existing shareholders, executive officers or directors
                                         and their respective affiliates. Any payments made to members of our audit committee
                                         will be reviewed and approved by our board of directors, with the interested director
                                         or directors abstaining from such review and approval.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
charter also provides that the audit committee has the authority to engage independent counsel and other advisers as it determines
necessary to carry out its duties. The written charter is available on our website.





47







Compensation
Committee



Our
board of directors has established a compensation committee of our board of directors. Thomas F. Corley, Keith R. McLoughlin,
Michael A. Jones and Robert C. King currently serve as members of our compensation committee, with Michael A. Jones serving as
chairman of the compensation committee. We adopted a compensation committee charter, which details the principal functions of
the compensation committee, including:



| | ● | reviewing
                                         and approving on an annual basis the corporate goals and objectives relevant to our chief
                                         executive officer’s compensation, evaluating our chief executive officer’s
                                         performance in light of such goals and objectives and determining and approving the remuneration
                                         (if any) of our chief executive officer based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
                                         and approving the compensation of all of our other Section 16 executive officers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
                                         our executive compensation policies and plans;
| | - | -------------------------------------------------------------------------------------------------



| | ● | implementing
                                         and administering our incentive compensation equity-based remuneration plans;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | ● | assisting
                                         management in complying with our proxy statement and annual report disclosure requirements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | ● | approving
                                         all special perquisites, special cash payments and other special compensation and benefit
                                         arrangements for our executive officers and employees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | producing
                                         a report on executive compensation to be included in our annual proxy statement; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing,
                                         evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



The
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 the NYSE and the SEC. The written charter is available on our website.



Nominating
and Corporate Governance Committee



Our
board of directors has established a nominating and corporate governance committee of our board of directors. Thomas F. Corley,
Keith R. McLoughlin, Michael A. Jones and Robert C. King currently serve as members of our nominating and corporate governance
committee, each of whom is an independent director under the NYSE’s listing standards. Keith R. McLoughlin currently serves
as chair of the nominating and corporate governance committee.



The
primary purposes of our nominating and corporate governance committee are to assist the board in:



| | ● | identifying,
                                         screening and reviewing individuals qualified to serve as directors and recommending
                                         to the board of directors candidates for nomination for election at the annual meeting
                                         of shareholders or to fill vacancies on the board of directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | developing,
                                         recommending to the board of directors and overseeing implementation of our corporate
                                         governance guidelines;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | coordinating
                                         and overseeing the annual self-evaluation of the board of directors, its committees,
                                         individual directors and management in the governance of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reviewing
                                         on a regular basis our overall corporate governance and recommending improvements as
                                         and when necessary.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





48







The
nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE, and is available
on our website.



Director
Nominations



Our
nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election
at the first annual meeting of the shareholders. Prior to our initial business combination, the board of directors will also consider
director candidates recommended for nomination by holders of our founder shares during such times as they are seeking proposed
nominees to stand for election at an annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Prior
to our initial business combination, holders of our public shares will not have the right to recommend director candidates for
nomination to our board.



We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors
to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and
the ability to represent the best interests of our shareholders.



Compensation
Committee Interlocks and Insider Participation



None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of
any entity that has one or more executive officers serving on our board of directors.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more
than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons
are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we
believe that during the year ended December 31, 2017, there were no delinquent filers.



Code
of Ethics



We
have adopted a Code of Ethics applicable to our directors, officers and employees that complies with the rules and requirements
of the NYSE. The Code of Ethics is available on our website. In addition, a copy of the Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.



Conflicts
of Interest



Under
Cayman Islands law, directors and officers owe the following fiduciary duties:



| | ● | duty
                                         to act in good faith in what the director or officer believes to be in the best interests
                                         of the company as a whole;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | duty
                                         to exercise powers for the purposes for which those powers were conferred and not for
                                         a collateral purpose;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | directors
                                         should not improperly fetter the exercise of future discretion;
| | - | ------------------------------------------------------------------------------------------------------------------



| | ● | duty
                                         to exercise powers fairly as between different sections of shareholders;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | ● | duty
                                         not to put themselves in a position in which there is a conflict between their duty to
                                         the company and their personal interests; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | duty
                                         to exercise independent judgment.
| | - | -------------------------------------------------------------------------------





49







In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill 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 of that director.



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 to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach
of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.
This can be done 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 any of 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 opportunity
to such entity, subject to his or her fiduciary duties under Cayman Islands law. 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 his or her fiduciary duties under Cayman Islands law. We do not believe, however, that
the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our
initial business combination.



Our
sponsor, officers and directors have agreed, pursuant to a written letter 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
initial business combination or we have failed to complete our initial business combination within 24 months after the closing
of our initial public offering.



Below
is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual
obligations:



|Individual          |  | Entity                        |  | Entity’s Business           |  | Affiliation               
|------------------- |  | ----------------------------- |  | --------------------------- |  | --------------------------
|Omar M. Asali       |  | One Madison Group LLC         |  | Private Investments         |  | Sole Managing Member      
|                    |  | Vivoli Holdings LLC           |  | Private Investments         |  | Sole Managing Member      
|                    |  |                               |  |                             |  |                           
|Keith R. McLoughlin |  | Braunability Corporation      |  | Mobility Equipment Supplier |  | Director                  
|                    |  | Briggs & Stratton Corporation |  | Manufacturing               |  | Director                  
|                    |  | Campbell Soup Company         |  | Food & Beverage             |  | Director                  
|                    |  |                               |  |                             |  |                           
|Michael A. Jones    |  | Johnson C. Smith University   |  | Education                   |  | Trustee                   
|                    |  |                               |  |                             |  |                           
|Robert C. King      |  | Arctic Glacier                |  | Beverage                    |  | Director                  
|                    |  | Exal Corporation              |  | Manufacturing               |  | Director                  
|                    |  | Freshpet Inc.                 |  | Pet food                    |  | Director                  
|                    |  | Gehl Foods, LLC               |  | Food & Beverage             |  | Chairman                  
|                    |  | Wind Point Partners           |  | Private Equity              |  | Executive Advisory Partner
|                    |  | USA Rugby                     |  | Non-profit                  |  | Director                  
|                    |  |                               |  |                             |  |                           
|Thomas F. Corley    |  | Catalina                      |  | Digital Media               |  | Chief Retail Officer      
|                    |  |                               |  |                             |  |                           
|Bharani Bobba       |  | One Madison Group LLC         |  | Private Investments         |  | Managing Director         
|                    |  |                               |  |                             |  |                           
|William Drew        |  | One Madison Group LLC         |  | Private Investments         |  | Managing Director         





50







Potential
investors should also be aware of the following other potential conflicts of interest:



| | ● | Our
                                         executive officers and directors are not required to commit their full time to our affairs,
                                         which may result in a conflict of interest in allocating their time between our operations
                                         and our search for a business combination and their other businesses. Certain of our
                                         executive officers are engaged in several other business endeavors for which such officers
                                         may be entitled to substantial compensation, and our executive officers are not obligated
                                         to contribute any specific number of hours per week to our affairs.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our
                                         initial shareholders have agreed to waive their rights to liquidating distributions from
                                         the Trust Account with respect to their founder shares if we fail to complete our initial
                                         business combination within the prescribed time frame. If we do not complete our initial
                                         business combination within the prescribed time frame, the private placement warrants
                                         will expire worthless. Our initial shareholders (other than our sponsor, its controlled
                                         affiliates and any sponsor-affiliate) have agreed not to transfer, assign or sell any
                                         of their founder shares and any Class A ordinary shares or Class C shares issued
                                         upon conversion thereof until the earlier to occur of: (i) one year after the completion
                                         of our initial business combination or (ii) the date following the completion of our
                                         initial business combination on which we complete a liquidation, merger, share exchange
                                         or other similar transaction that results in all of our ordinary shareholders having
                                         the right to exchange their ordinary shares for cash, securities or other property; and
                                         our sponsor, its controlled affiliates and any sponsor-affiliate have agreed not to transfer,
                                         assign or sell any of their founder shares and any Class A ordinary shares or Class C
                                         shares issued upon conversion thereof until the earlier to occur of: (i) the third
                                         anniversary of the consummation of our initial business combination or (ii) the waiver
                                         of the foregoing restriction by anchor investors representing over 50% of the forward
                                         purchase shares. Notwithstanding the foregoing, if the closing price of our Class A
                                         ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share
                                         dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
                                         any 30-trading day period commencing at least 150 days after our initial business
                                         combination, the founder shares held by our initial shareholders (other than the earnout
                                         shares) will be released from the lockup. In addition, our sponsor and the BSOF Entities
                                         have agreed not to transfer, assign or sell any of their earnout shares until the earlier
                                         of  (i) the date on which one or more of the earnout conditions has been satisfied
                                         and (ii) the date on which our sponsor and the BSOF Entities forfeit the earnout
                                         shares. The Private Placement Warrants will not be transferable until 30 days following
                                         the completion of our initial business combination. In addition, we, our sponsor and
                                         our officers and directors have agreed to certain transfer restrictions for 180 days
                                         after the date of this prospectus, subject to certain exceptions. Because each of our
                                         executive officers and directors will own ordinary shares and/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 initial business combination.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | 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
                                         initial business combination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
are not prohibited from pursuing an initial business combination with a business combination target 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 our initial business combination with a business combination target that
is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an
opinion from an independent investment banking which is a member of FINRA or an independent accounting firm, that such 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. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective
affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render
in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are
first listed on the NYSE, we will also reimburse our sponsor or an affiliate of our sponsor for office space, secretarial and
administrative services provided to us in an amount not to exceed $10,000 per month.



We
cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.



Accordingly,
if any of the above executive officers or directors become aware of a business combination opportunity which is suitable for any
of the above entities 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, and only present it to us
if such entity rejects the opportunity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however,
that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our business
combination.





51









We
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 such a company, we, or a committee of independent 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 a business combination is fair to our Company from a financial point of view.



In
the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have
agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any shares purchased
during or after the offering, in favor of our initial business combination, other than the BSOF Entities.



Limitation
on Liability and Indemnification of Officers and Directors



Cayman
Islands law does not 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 the Cayman Islands courts to be contrary to
public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our
amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum
extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud,
willful default or willful neglect. We may purchase 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.



Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.





52







| | Item
                                         11. | Executive
                                         Compensation
| | ------------------------------------------------- | ---------------------------------------------------------------



None
of our executive officers or directors has received any cash compensation for services rendered to us. Commencing on January 17,
2018 through the earlier of the consummation of a business combination or our liquidation, we pay monthly recurring expenses of
$10,000 to our sponsor for office space, secretarial and administrative expenses. In addition, our sponsor, executive officers
and directors, or 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 reviews on a quarterly basis all payments that were made to our sponsor, executive officers or directors,
or our or their affiliates.



After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid
consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent
then known, in the proxy solicitation materials or tender offer 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 of the proposed business combination,
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 will be determined, or recommended to the board of directors for determination,
either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on
our board of directors.



We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of a business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after a business combination. The existence or terms of any such employment or consulting
arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target
business but we do not believe that the ability of our management team to remain with us after the consummation of a business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party
to any agreements with our executive officers and directors that provide for benefits upon termination of employment.



| | Item
                                         12. | Security
                                         Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| | ------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------



We
have no compensation plans under which equity securities are authorized for issuance.



The
following table sets forth information available to us at March 28, 2018 with respect to our Class A ordinary shares held by:



| | ● | each
                                         person known by us to be the beneficial owner of more than 5% of our outstanding ordinary
                                         shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | each
                                         of our executive officers and directors that beneficially owns ordinary shares; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | all
                                         our executive officers and directors as a group.
| | - | ---------------------------------------------------------------------------------------------



Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the
private placement warrants or public warrants as these warrants are not exercisable within 60 days of March 28, 2018. The percentages
in the following table are based on 41,250,000 Class A ordinary shares and Class B ordinary shares issued and outstanding as of
March 28, 2018.



|Name and Address of Beneficial Owner(1)                             |  | Nmber of Shares Beneficially Owned(2) |           |  | Percentage of Outstanding Ordinary Shares | 
|------------------------------------------------------------------- |  | ------------------------------------- | --------- |  | ----------------------------------------- | 
|Greater than 5% Shareholders                                        |  |                                       |           |  |                                           | 
|One Madison Group LLC (our sponsor)                                 |  |                                       | 6,635,000 |  |                                           | 
|JS Capital, LLC(3)                                                  |  |                                       | 2,581,250 |  |                                           | 
|BSOF Entities(4)                                                    |  |                                       | 4,525,000 |  |                                           | 
|Directors and Named Executive Officers                              |  |                                       |           |  |                                           | 
|Omar M. Asali(5)                                                    |  |                                       | 7,223,875 |  |                                           | 
|Thomas F. Corley                                                    |  |                                       | 60,000    |  |                                           | 
|Keith R. McLoughlin                                                 |  |                                       | 60,000    |  |                                           | 
|Michael A. Jones                                                    |  |                                       | 60,000    |  |                                           | 
|Robert C. King                                                      |  |                                       | 60,000    |  |                                           | 
|Bharani Bobba                                                       |  |                                       | 104,250   |  |                                           | 
|William Drew                                                        |  |                                       | 10,000    |  |                                           | 
|All executive officers and directors as a group (seven individuals) |  |                                       | 7,578,125 |  |                                           | 










| | * | Less
                                         than one percent.
| | - | ---------------------------------------------------------------



| | (1) | Unless
                                         otherwise noted, the business address of each of our shareholders is 3 East 28th St,
                                         8th Floor, New York, New York 10016.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





53







| | (2) | Interests
                                         shown include founder shares, classified as Class B ordinary shares. Such shares will
                                         automatically convert into Class A ordinary shares (or Class C ordinary shares, at the
                                         holder’s election) at the time of our initial business combination. Excludes Class
                                         A ordinary shares and Class C ordinary shares issuable pursuant to the forward purchase
                                         agreements or pursuant to the exercise of any warrants (including Private Placement Warrants),
                                         as such ordinary shares will only be issued concurrently with the closing of our initial
                                         business combination and such warrants will only become exercisable upon the later of
                                         30 days after the completion of our initial business combination and 12 months from the
                                         closing of our initial public offering.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The
                                         shares are held by JS Capital, LLC. JS Capital Management LLC is the sole managing member
                                         of JS Capital LLC. Jonathan Soros is the sole managing member of JS Capital Management
                                         LLC and has sole voting and investment power with respect to the shares held by JS Capital,
                                         LLC.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | According
                                         to a Schedule 13G filed with the SEC on January 31, 2018, Blackstone Strategic Opportunity
                                         Associates L.L.C. (“BSOA”) is the general
                                         partner of each of the BSOF Entities. Blackstone Holdings II L.P. (“Holdings II”)
                                         is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. (“BAS”)
                                         is the investment manager of each of the BSOF Entities. Blackstone Holdings I L.P. (“Holdings
                                         I”) is the sole member of BAS. Blackstone Holdings I/II GP Inc. (“Holdings
                                         GP”) is the general partner of each of Holdings I and Holdings II. The Blackstone
                                         Group L.P. (“Blackstone”) is the controlling shareholder of Holdings GP.
                                         Blackstone Group Management L.L.C. (“Blackstone Management”) is the general
                                         partner of Blackstone. Blackstone Management is wholly owned by its senior managing directors
                                         and controlled by its founder, Stephen A. Schwarzman.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists
                                         of (i) 588,875 founder shares held by our founder Mr. Asali, as an anchor investor, and
                                         (ii) 6,635,000 founder shares held by One Madison Group LLC, our sponsor (after adjusting
                                         for the transfer of 240,000 Class B ordinary shares to our independent directors and
                                         the transfer of 100,000 Class B ordinary shares to Bharani Bobba, our chief financial
                                         officer). Mr. Asali is the managing member of our sponsor and has sole voting and dispositive
                                         power over the founder shares held by our sponsor.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our
sponsor, the anchor investors and Mr. Asali are deemed to be our “promoters” as such term is defined under the federal
securities laws.



| | Item
                                         13. | Certain
                                         Relationships and Related Transactions
| | ------------------------------------------------- | ---------------------------------------------------------------------------------------



The
anchor investors and the BSOF Entities have purchased an aggregate of 8,000,000 Private Placement Warrants, of which our founder
has purchased 2,006,041, each exercisable to purchase one Class A ordinary share or Class C ordinary share at $11.50 per share,
at a price of  $1.00 per warrant, in the Initial Private Placement. Each Private Placement Warrant entitles the holder
to purchase one Class A ordinary share or Class C ordinary share at $11.50 per share. The Private Placement Warrants (including
the Class A ordinary shares and Class C ordinary shares issuable upon exercise of the Private Placement Warrants) may not, subject
to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.





54







We
entered into forward purchase agreements in connection with our initial public offering pursuant to which the anchor investors
agreed to purchase an aggregate of 15,000,000 Class A ordinary shares and Class C ordinary shares, plus 5,000,000 redeemable warrants,
for a purchase price of  $10.00 per Class A ordinary share or Class C ordinary shares, as applicable, or $150,000,000 in
the aggregate, in a private placement to close concurrently with the closing of our initial business combination. Our founder
has agreed to purchase 2,355,500 forward purchase shares and 785,167 forward purchase warrants, for an aggregate purchase price
of $23,555,000. JS Capital LLC has agreed to purchase 10,325,000 forward purchase shares and 3,441,667 forward purchase
warrants, for an aggregate purchase price of $103,250,000. In addition, (i) Bharani Bobba, our chief financial officer,
has agreed to purchase 17,000 forward purchase shares and 5,667 forward purchase warrants, for an aggregate purchase price of 
$170,000, (ii) William Drew, our secretary, has agreed to purchase 40,000 forward purchase shares and 13,333 forward purchase
warrants, for an aggregate purchase price of  $400,000 and (iii) Ernest Behr, an immediate family member of William Drew,
has agreed to purchase 25,000 forward purchase shares and 8,333 forward purchase warrants, for an aggregate purchase price of 
$250,000. In connection with these forward purchase agreements, we issued to the anchor investors an aggregate of 3,750,000 founder
shares, 588,875 of which were issued to our founder, for $0.01 per share prior to the consummation of our initial public offering.
The founder shares issued to the anchor investors are subject to similar contractual conditions and restrictions as the founder
shares issued to our sponsor. The anchor investors have redemption rights with respect to any public shares they own. The forward
purchase warrants will have the same terms as our public warrants. The forward purchase agreements provide that prior to signing
a definitive agreement with respect to a potential initial business combination, and prior to making any material amendment to
such definitive agreement following signing, anchor investors representing over 50% of the forward purchase shares must approve
such potential initial business combination or amendment, as applicable.



The
forward purchase agreements and the strategic partnership agreement also provide that the anchor investors and the BSOF Entities
are entitled to (i) a right of first refusal with respect to any proposed issuance of additional equity or equity-linked securities
(including working capital loans from our founder that are convertible into private placement warrants) by us, including for capital
raising purposes, or if we offer or seek commitments for any equity or equity-linked securities to backstop any such capital raise,
in connection with the closing of our initial business combination (other than the units we are offering by this prospectus and
their component public shares and warrants, the founder shares (and Class A ordinary shares and/or Class C ordinary shares for
which such founder shares are convertible), the forward purchase shares, forward purchase warrants and the private placement warrants,
and any securities issued by us as consideration to any seller in our initial business combination and warrants issued upon the
conversion of working capital loans to us made by our founder that are convertible into Private Placement Warrants) and (ii) registration
rights with respect to their (A) forward purchase securities and Class A ordinary shares and Class C ordinary shares underlying
the anchor investors’ forward purchase warrants and the anchor investors’ and BSOF Entities’ founder shares,
and (B) any other Class A ordinary shares or warrants acquired by the anchor investors, including any time after we complete our
initial business combination.



In
addition, the forward purchase agreements for two of our anchor investors provide each such anchor investor with (i) the right
to designate (prior to the consummation of a Business Combination) and the right to request the designation of  (following
the consummation of a Business Combination) one observer to our board of directors and (ii) the right to acquire a number of founder
shares equal to its pro rata share, based on its allocation of forward purchase shares, of five percent of the founder shares
of any special purpose acquisition company sponsored by our founder for 10 years following the date of the closing of our initial
business combination, which we refer to as the new acquisition company. Further, such forward purchase agreements for the same
two anchor investors provide such investors with the right to purchase up to an aggregate of $63,000,000 in equity securities
of the new acquisition company substantially similar to the forward purchase securities on the same or more favorable terms as
new investors in such equity securities. The strategic partnership agreement provides that, so long as the Company remains a “blank
check company” as such term is defined in Rule 419 under the Securities Act and prior to our initial business combination,
the BSOF Entities have the right to designate one observer to our board of directors.



Our
sponsor, officers and directors have agreed, pursuant to a written letter 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
initial business combination or we have failed to complete our initial business combination by January 22, 2020.



We
currently maintain our executive offices at 3 East 28th St, 8th Floor, New York, New York 10016. The cost for our use of this
space is included in the $10,000 per month fee we will pay to our sponsor or an affiliate of our sponsor for office space, administrative
and support services, commencing on January 17, 2018. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees.





55







Other
than these monthly fees, no compensation of any kind, including finder’s and consulting fees, will be paid by us to our
sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection
with the completion of an initial business combination. However, these individuals 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 audit committee will review on a quarterly basis all payments that were made to our sponsor,
officers, directors or our or their affiliates.



In
connection with the consummation of our initial public offering, our sponsor transferred 240,000 founder shares to four of our
independent directors (each receiving 60,000 shares). If any such director voluntarily resigns from or departs the board of directors,
such director automatically forfeits all of the founder shares then owned by the director back to our sponsor.



Prior
to the closing of our initial public offering, our sponsor loaned us funds to be used for a portion of the expenses of our initial
public offering. These loans are non-interest bearing, unsecured and due at the earlier of March 31, 2018 or the closing of our
initial public offering. The loan was repaid upon the closing of our initial public offering out of the estimated $1,000,000 of
offering proceeds that was allocated to the payment of offering expenses.



In
addition, in order to finance transaction costs in connection with an intended initial business combination, our founder or his
affiliate may, but is not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business
combination, we would repay such loaned amounts. In the event that the initial 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. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination
entity at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement
Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist
with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties
other than our founder or an affiliate of our founder 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.



After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other
fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in
the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such
compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting
held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business
to determine executive and director compensation.



| | Item
                                         14. | Principal
                                         Accounting Fees and Services
| | ------------------------------------------------- | -------------------------------------------------------------------------------



The
firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm. The following
is a summary of fees paid to Withum for services rendered.



Audit
Fees



Audit
fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional
services rendered for the audit of our annual financial statements, review of the related financial information and review of
financial statements and information included in the registration statement on Form S-1 for our initial public offering totaled
approximately $86,000.



Audit-Related
Fees



Audit-related
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 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. During
the period from July 13, 2017 (date of inception) to December 31, 2017, we did not pay Withum for consultations concerning financial
accounting and reporting standards.





56







Tax
Fees



Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay
Withum for other services for the period from July 13, 2017 (date of inception) to December 31, 2017.



All
Other Fees



All
other fees consist of fees billed for all other services. We did not pay Withum for other services for the period from July 13,
2017 (date of inception) to December 31, 2017.



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



The
audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition
of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit
services to be provided by the independent auditors as provided under the audit committee charter.





57







PART
IV



| | Item
                                         15. | Exhibits
                                         and Financial Statement Schedules
| | ------------------------------------------------- | -----------------------------------------------------------------------------------



The
following documents are filed as part of this Annual Report on Form 10-K.



| | (a) | Financial
                                         Statements: See “Index to Financial Statements” at “Item 8. Financial
                                         Statements and Supplementary Data” herein.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Financial
                                         Statement Schedules. All schedules are omitted for the reason that the information is
                                         included in the financial statements or the notes thereto or that they are not required
                                         or are not applicable.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Exhibits:
                                         The exhibits listed in the accompanying index to exhibits are filed or incorporated by
                                         reference as part of this Annual Report on Form 10-K.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





58







INDEX
TO EXHIBITS



The
following is a list of all exhibits filed as part of this Annual Report on Form 10-K, including those incorporated herein by reference.





|Exhibit No. |  | Document                                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Amended and Restated Memorandum and Articles of Association (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                                                          
|4.1         |  | Form of Specimen Unit Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                                                                                    
|4.2         |  | Form of Specimen Ordinary Share Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                                                                          
|4.3         |  | Form of Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                                                                                 
|4.4         |  | Warrant Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)                                                                                                          
|10.1        |  | Letter Agreement, dated January 17, 2018, among the Company, One Madison Group LLC and the Company’s officers and directors  (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)                                                                                                             
|10.2        |  | Investment Management Trust Agreement, dated January 17, 2018, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)                                                                                            
|10.3        |  | Registration Rights Agreement, dated January 17, 2018, between the Company, One Madison Group LLC and certain investors (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)                                                                                                                  
|10.4        |  | Administrative Services Agreement, dated January 17, 2018, between the Company and One Madison Group LLC (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 22, 2018)                                                                                                                                 
|10.5        |  | Strategic Partnership Agreement, dated as of December 15, 2017, among the Company, One Madison Group LLC, BSOF Master Fund L.P. and BSOF Master Fund II L.P., including Amendment No. 1 thereto dated January 5, 2018 (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)
|10.6        |  | Forward Purchase Agreement among the Company, One Madison Group LLC and JS Capital, LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017)                                                                                                                                         
|10.7        |  | Forward Purchase Agreement among the Company, One Madison Group LLC and Soros Capital LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017)                                                                                                                                       
|10.8        |  | Forward Purchase Agreement among the Company, One Madison Group LLC and Omar M. Asali (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017)                                                                                                                                           
|10.9        |  | Form of Amendment No. 1 to each Forward Purchase Agreement (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                                                           
|10.10       |  | Form of Amendment No. 1 to Forward Purchase Agreements with JS Capital LLC and Soros Capital LLC (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                                                                     
|10.11       |  | Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-220956), filed with the SEC on October 13, 2017)                                                                                                                           
|10.12       |  | Amendment No. 1 dated December 1, 2017 to the Securities Subscription Agreement, dated July 18, 2017, between One Madison Group LLC and the Company (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1, as amended (File No. 333-220956), filed with the SEC on January 5, 2018)                                                                  
|31.1        |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                    
|31.2        |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                    
|32.1        |  | Certificate of the Chief Executive Officer of Valeant Pharmaceuticals International, Inc. pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                               
|32.2        |  | Certificate of the Chief Financial Officer of Valeant Pharmaceuticals International, Inc. pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                               





59







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         |  | ONE
    MADISON CORPORATION
|------------------------ |  | ---------------------------
|                         |  |                            
|Date:
    March 29, 2018 |  | By:                        
|                         |  |                            
|                         |  |                            



KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Omar M. Asali and Bharani
Bobba and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form
10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                    |  | Title                                        |  | Date          
|----------------------- |  | -------------------------------------------- |  | --------------
|                        |  |                                              |  |               
|/s/ Omar M. Asali       |  | Chairman and Chief Executive Officer         |  | March 29, 2018
|Omar M. Asali           |  | (principal executive officer)                |  |               
|                        |  |                                              |  |               
|/s/ Bharani Bobba       |  | Chief Financial Officer                      |  | March 29, 2018
|Bharani Bobba           |  | (principal financial and accounting officer) |  |               
|                        |  |                                              |  |               
|/s/ Thomas F. Corley    |  | Director                                     |  | March 29, 2018
|Thomas F. Corley        |  |                                              |  |               
|                        |  |                                              |  |               
|/s/ Keith R. McLoughlin |  | Director                                     |  | March 29, 2018
|Keith R. McLoughlin     |  |                                              |  |               
|                        |  |                                              |  |               
|/s/ Michael A. Jones    |  | Director                                     |  | March 29, 2018
|Michael A. Jones        |  |                                              |  |               
|                        |  |                                              |  |               
|/s/ Robert C. King      |  | Director                                     |  | March 29, 2018
|Robert C. King          |  |                                              |  |               





60