A Primer On SPACs - Seeking Alpha

05/03/2021 A Primer On SPACs | Seeking Alpha
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A Primer On SPACs
Apr. 25, 2018 11 07 AM ET | HCAC.U | 39 Comments | 29 Likes
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Summary
Special purpose acquisition companies (SPACs) are an underappreciated asset class and present
compelling risk/reward opportunities.
It's important to understand the dynamics at work as a SPAC seeks an acquisition target.
Handicapping a SPAC's set of potential outcomes is imperative for evaluating an investment.
This article is intended as an introduction to investing in SPACs (special purpose acquisition
companies). SPACs are a compelling investment vehicle, with features that are both enticing and
opaque. Our research focuses on the structural elements of SPACs that create investment
opportunities, as well as the specifics of SPAC transaction details which allow for the handicapping
of outcomes for individual SPACs. My goal is to broaden the base of investors who are interested in
SPACs and to facilitate easier evaluation of the securities available under this umbrella.
I hope to explore a number of lenses through which to view the securities within the SPAC universe,
as well as some ways to filter the opportunity set in ways that match one's own investment
objectives. I will assume that readers have basic familiarity with SPACs' operational objective of
using the proceeds raised at IPO to make an acquisition, as well as with SPAC structure and features
such as the trust account, shareholder redemptions, and the SPAC IPO mechanism of offering units
comprised of common equity and one or more derivative securities. To learn more about SPACs in
general, readers can visit the SPAC Research FAQ.
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SPAC Components
The current generation of SPACs sells units for $10.00 each at IPO. Since SPAC unit offerings
generally contain both common stock and one or more derivative securities (usually out-of-the-
money warrants and/or rights that convert into common equity upon consummation of a business
combination), there are multiple investment opportunities to evaluate once the offering is
completed. Each SPAC has different terms depending on what the market is willing to purchase
from the sponsor at IPO, but a frequent offering structure is a unit comprised of one common share
https://seekingalpha.com/article/4165641-primer-on-spacs 1/17
and 1/2 or 1/3 warrant to purchase one full share at a strike price of $11.50. Only the units will trade
at the time of the IPO, but the components will typically separate for individual trading within 52
days after the offering.
Yield-focused investors will find an interesting alternative to Treasuries in SPAC common stock that
is linked to a secure trust account. SPACs are structured such that the trust account contains at
least $10.00 per public share. SPAC common shares often trade at a discount to their eventual per
share cash redemption value. While liquidity may be limited in the open market, the defined
liquidation term of SPAC common equity can provide for a relatively attractive yield with very low
risk that carries a free option to own a SPAC's future acquisition target. The result is very similar to a
zero coupon bond, often with higher rates of return than Treasuries.
More aggressive investors will find fascinating opportunities in SPAC warrants, almost all of which
carry a five year term after any merger has been consummated. SPAC warrants, which will expire
worthless if the SPAC can't close a business combination, are thus a binary proposition on a five
year warrant on a hypothetical future company. The speculative nature of this situation lends itself
to wildly inefficient price swings. Institutional capital often eschews securities with a material risk of
going to zero, which frequently contributes to compelling values.
Hypothetically, a five-year warrant with an exercise price of $11.50 on a common stock worth $10
per share might be worth $1.60. Pre-deal warrant pricing is often so far below this level that implied
value calculations suggest the market is putting the odds of a completed transaction that doesn't
bury the common equity at well below 50%. While there have been plenty of SPAC deals struck that
destroyed shareholder value after closing, there have only been two SPACs that wound up and
liquidated since January 2017, as compared with 19 which have completed a business combination.
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SPACs have a mixed reputation, in part because of how frequently sponsors have executed deals
that appear to depreciate rapidly from an approximately $10 cash in trust redemption value. Any
analysis of the universe of SPAC returns over time will appear lackluster when compared against the
cash in trust benchmark. However, moderately careful analysis can make it fairly straightforward to
avoid some of the landmines that occur in a subset of SPAC deals. In fact, following a simple
quantitative strategy of buying all SPAC units with IPOs between 2015-17 and liquidating the
components at the time of a business combination (or redeeming common shares for cash in trust)
would have averaged an annualized 8.35% return. Not bad for an asset with essentially zero
principal risk!
Source: SPAC Research database; past performance does not guarantee future results.
While the units' downside is protected by the fact that shareholders can always redeem their
common shares for cash in lieu of shares in the new company, much of the upside comes from the
performance of the warrants included in SPAC units from IPO. Once an actual acquisition target is
presented and a path towards closing a deal appears, warrant valuations often increase dramatically.
This table shows the average warrant "pop" on the day-of announcement for deals that went on to
be completed within the last few years to be 54.69% (with further average appreciation of 46.41%
between announcement and deal closing).
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Source: SPAC Research database; past performance does not guarantee future results.
SPAC Management
SPACs are, at their core, a blank check. The capital stored in a SPAC's trust account can only be
accessed to fund shareholder redemptions or to fund a business combination that has been
approved either explicitly (by shareholder vote) or implicitly (by tender offer) by a majority of
common shareholders. Handing a blank check of a few hundred million dollars over to a
management team is, on its face, a significant risk. That risk is mitigated for common shareholders
by the redemption mechanism which allows shareholders to redeem their shares for a pro rata
portion of cash in the trust account if they don't like the acquisition target. However, any investment
in a pre-deal SPAC is ultimately an investment in the management team in charge of finding and
executing a business combination. This holds especially true for an investment in warrants or rights,
whose value is derivative upon a SPAC's future acquisition target and will expire worthless at the end
of a SPAC's charter if no business combination can be consummated.
It's always useful to spend some time evaluating a SPAC's management team. Read through the
track record and bios of the SPAC's officer roster. Do they have a history allocating capital at scale?
Do they have a history securing financing? Do they have experience managing public companies?
What is their background and performance in the area in which the SPAC is searching for a business
combination? Sponsors are also generally happy to discuss their approach if you call and ask
sensible questions.
It is also worthwhile to review any history a SPAC's sponsor has with previous SPAC transactions.
You can gain valuable insight into its ability to source and finance a credible deal in the SPAC format.
Some serial SPAC sponsors have a history of acquiring successful companies that continue to
accrete over time, while others have a history of finding deals that barely secure enough financing to
close and whose common stock has cratered almost immediately after closing.
In the graphic below, you can see the SPAC Research company page on Hennessy Capital
Acquisition III (NYSEMKT:HCAC.U). Daniel Hennessy led two successful previous SPACs -- Blue Bird
Corp. (NASDAQ:BLBD) and Daseke (NASDAQ:DSKE) -- and operated a middle market private equity
firm for over 25 years. He has board experience in public companies and in the industrial &
infrastructure sectors in which HCAC is seeking an acquisition. The management team he is working
with has mostly been together since their first SPAC in 2013. All of this is useful information when
considering an investment in a SPAC that has not yet announced a business combination.
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Source: SPAC Research.

Unit purchasers in a SPAC's IPO buy their units for $10.00. SPAC sponsors structure offerings such
that their founder stake is equal to 20% of the SPAC's outstanding shares at IPO. Sponsors get their
founder stake for a nominal capital contribution, and then generally buy enough private placement
warrants or units at "full price" to fund the anticipated capital needs over the life of the SPAC and
the up-front underwriting fees for the IPO. The net result is that sponsors end up with approximately
20% ownership in the SPAC at a deep discount (although in practice, the sponsor ownership
percentage is often adjusted downward during the course of business combination negotiations or
as an incentive to would-be investors).
Since the founder shares and any private units or warrants will expire worthless if the SPAC is unable
to consummate a business combination, the founders have a heavy impetus to complete a deal, lest
they lose their initial investment. This fact can lead to a classic agency problem where the sponsors
and the common shareholders have conflicting objectives. Fortunately, common shareholders can
always redeem their shares for cash if the deal presented to them is undesirable. This same issue
can be beneficial for warrantholders, whose objectives are often more aligned with the sponsor, in
that warrants will also expire worthless if no business combination is achieved (and are frequently
priced accordingly).
SPAC Financing
While SPACs generally mandate that any acquisition target must carry a fair market value of at least
80% of the balance of its trust account, in practice, founders generally aim significantly higher than
that. SPACs often seek acquisitions with an enterprise value that is three to five times its cash in
trust. Sponsors have a lot of flexibility in structuring transactions, balancing a seller's desire for cash
vs. rollover equity and sourcing the funding necessary to consummate a deal (which may come from
the SPAC's own trust account, a private placement or debt). Total merger consideration paid to the
seller is often a mix of cash and stock in the combined company, and deals are frequently arranged
to provide for a minimum cash condition the SPAC must have available to consummate the
transaction.
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SPAC merger agreements generally carry various closing conditions, many of which are perfunctory
in nature or guard against any material adverse change in the financial condition of parties to the
agreement. In practice, the minimum cash condition often functions as the primary deal hurdle for
sponsors to overcome in order to get a deal over the finish line. Since most SPAC common
shareholders are also warrantholders, they are likely to vote in favor of any reasonable business
combination to protect the value of their warrant position even if they plan to redeem their common
shares for cash (shareholders are allowed to vote in favor of a deal and still redeem their shares for
cash). Consequently, when selling the deal to prospective investors it is important for a sponsor to
get common equity into the hands of long-term holders who will not redeem for cash and who buy
into the ultimate vision of the acquisition target. Sponsors may have a tough time selling a
prospective deal to the buy side without certainty as to whether or not the deal will close.
SPAC sponsors sometimes arrange for investors to backstop shareholder redemptions from the
trust account up to a certain threshold, materially improving the SPAC's prospects for getting a deal
over the finish line. Paying attention to backstop, subscription or PIPE commitments (especially
relative to a deal's minimum cash condition) can be critical for assessing a SPAC's prospects for
securing enough capital to ensure closing of its business combination. In the example below, Pacific
Special Acquisition Rights (PAACR - each representing the right to receive 1/10 common share upon
consummation of a business combination) hovered in the $0.45 area for months after the
announcement of their merger with Borqs Technologies (NASDAQ:BRQS), an IoT and connected
devices provider.
The market correctly assessed that the deal as written was insufficient to convince enough
shareholders to retain shares and meet the $24mm minimum cash condition required to close. On
May 12, 2017, the Sponsors re-cut the deal and announced a backstop agreement, ensuring the
availability of $24mm in cash after shareholder redemptions, after which the rights traded up to the
$0.60 area. It's worth noting the rights essentially predicted the post-merger valuation, with shares
settling around $6.00 in the weeks following consummation of the business combination.
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Source: Barchart.
Source: SPAC Research.

Conclusion
Whether you're involved via the common equity or the derivatives, handicapping a SPAC's future
outcomes and understanding how the components may perform are extremely important elements
of investing in SPACs. In the future, we hope to walk through various important events in the life
cycle of a SPAC and explore their impact on the pricing of component securities.
Disclosure: I am/we are long HCAC.U. I wrote this article myself, and it expresses my own opinions. I am not receiving
compensation for it. I have no business relationship with any company whose stock is mentioned in this article.
Additional disclosure: Author is long HCAC/W, DSKE, DSKEW, BRQSW. Author may maintain positions in securities from
within the SPAC performance tables shown above.
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29 Likes 39 Comments
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Comments (39) Newest
PETDOC 10 Feb. 2021

Premium
Comments (357)
I'm curious on how to establish the cost basis for the warrant and the share after they are split out from
the unit. I purchased RSVAU (units) which consist of 1 share and 1/2 warrant. The units can now can be
split and each are trading separately. If I split my units into shares and warrants and sell the warrants
what will be my cost basis for the warrants and is the net gain taxed as ordinary income or a capital gain?
What will be the cost basis for the shares?
Reply Like
elinares1 14 Jan. 2021
Comments (4)
Does anyone know what happens to the shares prior to a company merging? For example; XYZ company
is now a penny stock and has been turned into a SPAC. The shares are still trading but has little value
until it merges with the new company that wants to go public.
What happens to the old shares? For example, current share price is $0.75 and the company filed to
become a SPAC. Do the shares get converted to the new shares and the new price being $10 when it
merges?
Reply Like
scorpion.north 29 Oct. 2020
Comments (10.23K)
I'm a bit confused as to how the retail investor gets the IPO units at $10/share. I just see the units trade
and often above $10+ which is a guaranteed loss almost. But where do you get the IPO units?
My broker , IBKR, charges a whopping $100 USD to split the units. At this price it is not worth having a
diversified basket. You need to do very few and put in some substantial capital for an arbitrage.
Reply Like
vibhorc 06 Jun. 2020
Comments (1)
This is an excellent article. If I am reading it right, the SPAC sponsors get 20% of the equity of the Target
for free; doesn't it make it extremely expensive to be public this route as compared to traditional IPO
route where a Company pays only 5%-7% as fees to bankers? I am trying to understand SPAC mergers
and the acquisition process...any recommendations? I am happy to connect offline too.
Reply Like (1)
05/03/2021
py Like (1) A Primer On SPACs | Seeking Alpha
Teejay2 25 Nov. 2020

Comments (1)
Upto 20% of the float, not 20% of equity. Mostly in the spacs I have invested itʼs 2% compared to
5-7% in the IPO. But they also get to buy warrants with attractive terms( depends on the
deal)....So you need to read the fine print to figure out if sponsor is being greedy or not.
Reply Like
ejbarraza 16 May 2020
Comments (139)
Broadmark and Draftkings are two good examples of SPACs that went public recently.
Reply Like
dumpsterdiva 16 May 2020
Comments (396)
Broadmark Realty Capital Inc. (BRMK) IPO @ 10 now trades at 7.50 and warrants for pennies. No
position but I read there Q1 report last night to ECN Capital Corp. which I own in the Larry the
loan shark space.
Draftkings - unlike Broadmark this had sector advantages inflows due to another merger in the
space. Competition merger has regulatory approved risk and moving to another exchange.
Unfortunately this SPAC merger profits are far from norm.
Reply Like (3)
Comments (396)
I will move my ECN Capital Corp. up the balance sheet to preferred while I wait for debenture. Will
continue to watch Broadmark and would enter if they hit 5 or had plans to grow via debenture
offering that converts at 7.
Reply Like
markowits 25 Apr. 2020
Comments (2)
To clarify, if you buy the units in the secondary market, who receives the warrants after the 50-60 days
where they separate into warrants/shares?
The holder of record or the IPO investor? Assuming the former?
Reply Like (1)
another 29 Apr. 2020
Comments (325)
The holder. A unit is just a package. You buy a unit you own the components. You can split
whenever you'd like once they become splittable. Your broker will probably charge a fee to split.
This is an old article.
Reply Like (4)
John Law Capital 31 Jan. 2020
Premium
Comments (6)
Great article, but I have a question (perhaps like what @krycek32 was getting at). If I buy the units for
$10.00, which include say one share and a half warrant, how is it not the obvious move (from a
risk/reward perspective) to always vote in favour of the transaction and then redeem your shares for
$10.00. You get the warrants for free every time. Or am I misunderstanding something?
Reply Like (1)
Comments (396)
What your missing is redemption is not 10 it is always greater than 10.
Reply Like (2)
derondempster 09 Jul. 2020
Comments (112)
opportunity cost?
Reply Like
krycek32 05 Apr. 2019
Comments (12)
Thank you for this thoughtfully written article. One obvious question... how do we lose money here on
the stock?
I understand that the warrants can go to $0 if no deal is done, but in this scenario the shareholders of
the stock get back their $10.0, right?
The scenario I can think of is if the value of the business they buy is worth less than 20% more than the
price they're paying (not enough to offset the 20% sponsor equity dilution). However, the Sponsor is
incentivized to not do this because then the warrants they paid for also go to $0.00, right?
So.. how does one lose money on the stock?
(my apologies if this was already answered in the article, if so, please point me to the section)
Reply Like (2)
Godo CH 26 Apr. 2019
Premium
Comments (27)
Before the merger (i.e. before the "unspac"), the cash is in an escrow and you typically get
something close to the yield on short term government bonds. Of course, there are situation,
where the stock itself can go below USD10 (when a hedge fund has to sell a big stake bought in
where the stock itself can go below USD10 (when a hedge fund has to sell a big stake bought in
the SPAC IPO and the overall market is in distress like in 2008 -> there were situations, where the
stock was trading at 30% discount to the cash in escrow, i.e. USD7 pre-merger).
The sponsors are paying for the upside optionality embedded in this structure and are getting
leveraged exposure to a successful close of the acquisition in exchange (they typically get 20%
of the final SPAC value for putting 5% or so sponsor capital at risk). Their 5% go to zero, if an
acquisition does not close and you recover the cash+interest, as a SPAC investor. The sponsors
take the full acquisition risk on your behalf, because they have a team expected to be strong
enough / connected enough in the resp. space to do so.
After the merger, this is a normal stock, with its up and downs and can go bust or become a very
successful company, like the following example: www.thestreet.com/...
Reply Like (2)
Comments (396)
You lose money if you do not redeem, loans , and if they do not gate 100 % in trust.
I have never lost buying and redeeming a SPAC but comprehend that author is okay with 80% set
aside and half warrant which is not prudent but foolish.
Easier for me to answer directly
Thank you for this thoughtfully written article. One obvious question... how do we lose money
here on the stock?
I understand that the warrants can go to $0 if no deal is done, but in this scenario the
shareholders of the stock get back their $10.0, right? Incorrect we get more than 10. Unit is
bought and investors sell warrants to lower initially cost base. Prior to merger vote to redeem
their 10 which was held in trust for no lower than 10.20 and 12.50 high range.
The scenario I can think of is if the value of the business they buy is worth less than 20% more
than the price they're paying (not enough to offset the 20% sponsor equity dilution). Incorrect
you do not buy investment in black cheque on what they buy but the terms you get while they are
organizing finance locating business.
However, the Sponsor is incentivized to not do this because then the warrants they paid for also
go to $0.00, right? Not for those reasons but their time and skin in the game is the reason most
close. 2 SPACs this quarter will probably redeem so authors stats from 2017 do not reflect
present times.
So.. how does one lose money on the stock?
(my apologies if this was already answered in the article, if so, please point me to the section) If
spac doesn't gate 100% of money, interpersonal loans, promissory notes, and not redeeming.
Reply Like (1)
ejbarraza 16 Mar. 2019
Comments (139)
Thanks for the article
Reply Like
just a guy in the know 20 Mar. 2019
Comments (5)
I represent a leading authority in the SPAC IPO space. We have been in the business for over a
decade. I deal with institutional investors, and bring institutionally structured investments to the
HNW and accredited investor space. Feel free to message me with any questions you may have
and i will do my best to respond in a timely fashion. Cheers.
Reply Like (3)
lydell954 17 Jan. 2021
Comments (21)
@just a guy in the know Hopefully you are still monitoring responses. I get confused as to the
value of the warrant, once it has separated from the unit. I understand if the Unit was one
common, one warrant that the separate warrant is a "full warrant". If the Unit was one common,
1/2 warrant, when that warrant separates into it's own ticker, am I buying a full warrant at that
time (meaning the market has adj the price to fully reflect a full warrant, not just 1/2 of one).
thanks
Reply Like
TheSandman 19 May 2018
Marketplace
Comments (208)
How is it possible that I missed this article? Thanks for the insight.
Reply Like (2)
Bback 27 Apr. 2018
Premium Marketplace
Comments (240)
As part of the learning experience, Jensyn Acquistion Corp (JSYNW-U) down 73% today. Unfortunately, I
own it. I guess this is a different kind of pop.
Reply Like
Comments (396)
When does the learning kick in?
Buy Jensyn Acquistion Corp (JSYNW-U) for 10
Sell warrant for 1-4 premerger
Stock traded at min 12.50 prior to merger so no need to request or wait for redemption.
Unclear why still holding after down 73% and more unclear was your mindset as I recall min being
was a 60% profit prior to vote.
Reply Like (1)
Bback 27 Apr. 2018
Premium Marketplace
Comments (240)
Thank you for the article, the research you do, the comments you make and the link to the FAQ.
I have a few basic questions. I bought some units at some IPOs but found out that it was very costly to
break them up into shares and derivatives. Do you buy units or shares/warrants/rights?
If I buy units and want to redeem, I guess I loose my warrants that are part of the units? Can I redeem
just shares or must be units?
In your tables above, why is there so many empty spaces? How should we interpret that? For example,
you say you are long DSKE but I do not see DSKE in table?
I did not see any warrants going to zero in the table that may influence the return on invested warrants?
I am surprised that you are not long more than the few names you disclosed. Is that correct?
Reply Like
Comments (396)
I buy units and split is free. If it is as costly as you say then wait 60 days and buy the parts you
wish to buy.
If you buy units and redeem units will need to be split and you get to keep warrants. Unless there
is a warrant included in redemption.
I did not read his table but comprehend he bought a spac that now merged and he owns that
ticker from the merger
Warrants are provided as a thank you kicker and a way to lower cost base.
I am surprised he is not paid by companies and think he needs to change his business model.
Keep or convert subscription model then add and convert to $50k in unit promotional model per
SPAC.
Reply Like (1)
silvertonlee 27 Feb. 2021
Premium
Comments (26)
@dumpsterdiva If I don't voluntarily ask my broker to split, do you know when does the unit split
itself automatically? Is it at the time of merger?
Reply Like
dumpsterdiva 28 Feb. 2021
Comments (396)
@silvertonlee
Your correct at the merger they will split automatically without instructions to broker.
Reply Like
05/03/2021
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A Primer On SPACs | Seeking Alpha
OrangeSkyCapital 27 Apr. 2018

Comments (18)
Great article. Well done
Reply Like
another 26 Apr. 2018
Comments (325)
Excellent article. Well written.
The problem I have with spac mergers is that they're too complicated for even qualified analysts to
evaluate. The Borqs backstop, for instance, apparently had a put back or repurchase agreement because
borqs bought back about a million shares at trust value, 10.40, when the stock was much lower. Maybe
you knew that was in there, but I didn't. I was long warrants, not common, and still am.
The time to invest imo, is pre deal and redeem or sell common. Post deal it's a complete crap shoot.
Reply Like (3)
Comments (396)
Correct the time to invest is ipo and short after the merger.
Reply Like (2)
BretK 26 Apr. 2018
Marketplace
Comments (289)
Very interesting article thanks.
Reply Like (1)
Anthony Blundetto 26 Apr. 2018
Comments (10)
What about the risk of claims against the trust account? This language seems to be common: "If third
parties bring claims against us, the proceeds held in trust could be reduced and the per-share
redemption price received by stockholders may be less than $10.00... " What are the chances that the
money held in the trust account could be compromised?
Reply Like
SPACInsider 26 Apr. 2018
Comments (3)
There's no guarantee it can't happen, but off the top of my head I can only think of one SPAC
(Energy Infrastructure Acquisition Corp.) that had to liquidate and then management made a
claim on the trust to get back their funds used to bring the trust to 100%, which were ~$8mm in
aggregate). This was a 2006 IPO and no, they were not successful in their claim. However, the
"claims against the account" are generally referring to any company that the SPAC has entered
it t ith d if th SPAC d id t t i t th
https://seekingalpha.com/article/4165641-primer-on-spacs
t th lli 13/17
into a merger agreement with and if the SPAC decides to terminate the agreement, the selling
company could potentially make a claim on the trust. However, it should be noted that in any
merger agreement with a SPAC, the lawyers always make waiving this claim a condition of the
merger agreement. If there is a SPAC somewhere out there that did not get this waiver during the
merger process, well, then they have really bad lawyers. Having said all that, I would say it's a
very low probability the trust account could be compromised.
Reply Like (3)
Anthony Blundetto 27 Apr. 2018
Comments (10)
I was also thinking that it's a very low probability that claims could be made against the trust. But
it certainly isn't 0.0%. Thanks for the response.
Seems like a decent strategy, but these securities are very illiquid and difficult to trade. That's the
only problem with the strategy that I can see. Also, my broker says they are not marginable, so it
affects the buying power in my account.
Reply Like (4)
SPACInsider 01 May 2018
Comments (3)
The lack of liquidity is exactly why they are not marginable which is unfortunate since from an
investment standpoint, SPACs are quite safe (you can redeem for the full purchase price).
However, when a bank evaluates a security for marginability, the main factors it considers are
market cap (bigger is better), whether the stock trades above $5.00, and liquidity. For liquidity,
they look at a worst case scenario and if a stock tanks - how long will it take to liquidate a
position so that a bank can minimize it's losses? Unfortunately, as you already know, SPACs do
not trade until announcement. It's a case of sit and wait. However, prior to the financial crisis in
2008, using leverage on SPAC positions was a common and very successful strategy. Now that
we're in the era of Trump...who knows, maybe an easing of current leverage requirements is back
in the cards?
Reply Like (4)
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Spare me the platitudes. 25 Apr. 2018

Comments (967)
Thank you.
Reply Like (1)
Chris DeMuth Jr. 25 Apr. 2018
Marketplace Contributor Premium
Comments (20.42K)
Great topic; thanks for writing it up. -C
Reply Like (1)

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PETDOC 10 Feb. 2021

Teejay2 25 Nov. 2020

OrangeSkyCapital 27 Apr. 2018

Spare me the platitudes. 25 Apr. 2018

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