overview we are a blank check company incorporated on may 19 , 2015 as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses ( “ business combination ” ) . we intend to effectuate the business combination using cash from the proceeds of the company 's initial public offering ( the “ public offering ” ) that closed on august 4 , 2015 ( less redemptions on august 3 , 2017 ) and a sale of warrants in a private placement that occurred simultaneously with the completion of the public offering ( the “ private placement warrants ” ) , our capital stock , debt or a combination of cash , stock and debt . the issuance of additional shares of our stock in a business combination : ● may significantly dilute the equity interest of our stockholders ; ● may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock ; ● could cause a change of control if a substantial number of shares of our common stock are issued , which may affect , among other things , our ability to use our net operating loss carryforwards , if any , and could result in the resignation or removal of our present officers and directors ; ● may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and ● may result in a decrease in the prevailing market prices for our common stock and or warrants . similarly , if we issue debt securities , it could result in : ● a decrease in the prevailing market prices for our common stock and or warrants . ● default and foreclosure on our assets if our operating revenues after a 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 common stock ; ● 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 common stock 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 . 44 on january 11 , 2017 , the company entered into an agreement and plan of merger ( the “ sequel merger agreement ” ) , by and among the company , sequel acquisition , llc ( the “ mergersub ” ) , a wholly-owned subsidiary of the company , sequel youth and family services , llc ( “ sequel ” ) and other parties named thereto . pursuant to the sequel merger agreement , the company agreed to acquire the sequel business through a merger of mergersub with and into sequel , with sequel being the survivor in the merger ( the “ sequel business combination ” ) . on may 19 , 2017 , the company received notice from sequel that sequel terminated the sequel merger agreement since the transactions contemplated by the sequel merger agreement were not completed on or prior to may 15 , 2017 as required . on september 1 , 2017 , the company received a $ 2,500,000 fee for releasing a third party from a non-circumvention agreement with the company relating to the sequel business combination . in connection with the receipt of this payment by the company , the company paid down approximately $ 2,250,000 of accrued liabilities relating to that the sequel business combination , including the principal amount of the sponsor note of $ 1,200,000 together with approximately $ 57,000 of accrued interest . on august 3 , 2017 , the stockholders of the company approved an amendment to the company 's amended and restated certificate of incorporation , as amended , pursuant to an “ extension amendment , ” to extend the date by which the company must ( i ) consummate a business combination , ( ii ) cease its operations if it fails to complete such business combination , and ( iii ) redeem or repurchase 100 % of the company 's common stock included as part of the units sold in the company 's initial public offering that was consummated on august 4 , 2015 from february 5 , 2018 to november 6 , 2017 ( or february 5 , 2018 if the company has executed a definitive agreement for a business combination by november 6 , 2017 ) or such earlier date asdetermined by the board . story_separator_special_tag in connection with the receipt of this payment by the company , the company paid down approximately $ 2,250,000 of accrued liabilities relating to that business combination , including the sponsor note for $ 1,200,000 together with approximately $ 57,000 of accrued interest the provision for income taxes for the year ended december 31 , 2017 reflects the federal income taxes on income from the trust account , net of expenses that are currently deductible . story_separator_special_tag serif ; margin : 0pt 0 `` > the preparation of financial statements and related disclosures in conformity with gaap requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . the company has identified the following as its critical accounting policies : emerging growth company 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 . 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 . 47 net income ( loss ) per common share the company complies with the accounting and disclosure requirements in asc topic 260 , “ earnings per share . ” net income ( loss ) per common share is computed by dividing net income ( loss ) by the weighted average number of common shares outstanding for the period . shares of common stock subject to possible redemption at december 31 , 2017 have been excluded from the calculation of basic income per share for the year ended december 31 , 2017 since such shares , if redeemed , only participate in their pro rata share of the trust account . for the year ended december 31 , 2017 , the fully diluted calculation adds back the shares subject to redemption in computing fully diluted shares outstanding as such shares are dilutive in that year , the company has not considered the effect of warrants sold in the public offering and the concurrent private placement to purchase 14,170,000 shares of common stock in the calculation of diluted income ( loss ) per share , since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events . for the year ended december 31 , 2017 , the fully diluted calculation adds back the shares subject to redemption as such shares are dilutive in that year . financial instruments the fair value of the company 's assets and liabilities , which qualify as financial instruments under fasb asc 820 , “ fair value measurements and disclosures , ” approximates the carrying amounts represented in the accompanying balance sheets . 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 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 . the company 's currently taxable income consists of interest income on the trust account net of taxes paid . the company 's costs are generally considered start-up costs and are not currently deductible . during the year ended december 31 , 2017 , the company recorded income tax expense of approximately $ 406,000 primarily related to interest income earned on the trust account net of franchise taxes paid . the company 's effective tax rate for the year ended december 31 , 2017 was 34 % , which does not differ significantly from the expected income tax rate . on december 22 , 2017 , the tax cut and jobs act was enacted into law resulting in a reduction in the federal corporate income tax rate from 35 % to 21 % for years beginning in 2018. at december 31 , 2017 and 2016 , the company has a deferred tax asset of approximately $ 310,000 ( reflecting a reduction of approximately $ 210,000 resulting from the lower rate under which those deferred taxes would be expected to be recovered or settled ) and $ 225,000 , respectively , related to net operating loss carryforwards ( which begin to expire in 2035 ) and start-up costs . management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time . redeemable common stock all of the shares of common stock sold as part of the units in the public offering contain a redemption feature

liquidity and capital resources on august 4 , 2015 , we consummated the public offering of an aggregate of 15,525,000 units ( including the full exercise of the underwriters ' over-allotment option ) at a price of $ 10.00 per unit generating gross proceeds of approximately $ 155,250,000 before underwriting discounts and expenses . simultaneously with the consummation of the public offering , we consummated the private placement of 12,815,000 private placement warrants , each exercisable to purchase one-half of one share of our common stock at $ 5.75 per half share ( $ 11.50 per whole share ) , to the sponsor , at a price of $ 0.50 per private placement warrant , generating gross proceeds , before expenses , of approximately $ 6,408,000. we received net proceeds from the public offering and the sale of the private placement warrants of approximately $ 156,550,000 , net of the non-deferred portion of the underwriting commissions of $ 4,658,000 and offering costs and other expenses of approximately $ 450,000 . $ 155,250,000 of the proceeds from the public offering and the concurrent private placement were deposited into the trust account and are not available to us for operations ( other than amounts identified for payment of taxes ) . until the consummation of the public offering , the company 's only sources of liquidity were the initial purchase of founder shares for $ 25,000 by the sponsor , and a total of $ 225,000 loaned by the sponsor against the issuance of an unsecured promissory note . these loans were non-interest bearing and were paid in full on august 4 , 2015 in connection with the closing of the public offering . on january 12 , 2017 , the company issued a promissory note to the sponsor ( the “ sponsor note ” ) .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources on august 4 , 2015 , we consummated the public offering of an aggregate of 15,525,000 units ( including the full exercise of the underwriters ' over-allotment option ) at a price of $ 10.00 per unit generating gross proceeds of approximately $ 155,250,000 before underwriting discounts and expenses . simultaneously with the consummation of the public offering , we consummated the private placement of 12,815,000 private placement warrants , each exercisable to purchase one-half of one share of our common stock at $ 5.75 per half share ( $ 11.50 per whole share ) , to the sponsor , at a price of $ 0.50 per private placement warrant , generating gross proceeds , before expenses , of approximately $ 6,408,000. we received net proceeds from the public offering and the sale of the private placement warrants of approximately $ 156,550,000 , net of the non-deferred portion of the underwriting commissions of $ 4,658,000 and offering costs and other expenses of approximately $ 450,000 . $ 155,250,000 of the proceeds from the public offering and the concurrent private placement were deposited into the trust account and are not available to us for operations ( other than amounts identified for payment of taxes ) . until the consummation of the public offering , the company 's only sources of liquidity were the initial purchase of founder shares for $ 25,000 by the sponsor , and a total of $ 225,000 loaned by the sponsor against the issuance of an unsecured promissory note . these loans were non-interest bearing and were paid in full on august 4 , 2015 in connection with the closing of the public offering . on january 12 , 2017 , the company issued a promissory note to the sponsor ( the “ sponsor note ” ) .
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 Suspicious Activity Report : overview we are a blank check company incorporated on may 19 , 2015 as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses ( “ business combination ” ) . we intend to effectuate the business combination using cash from the proceeds of the company 's initial public offering ( the “ public offering ” ) that closed on august 4 , 2015 ( less redemptions on august 3 , 2017 ) and a sale of warrants in a private placement that occurred simultaneously with the completion of the public offering ( the “ private placement warrants ” ) , our capital stock , debt or a combination of cash , stock and debt . the issuance of additional shares of our stock in a business combination : ● may significantly dilute the equity interest of our stockholders ; ● may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock ; ● could cause a change of control if a substantial number of shares of our common stock are issued , which may affect , among other things , our ability to use our net operating loss carryforwards , if any , and could result in the resignation or removal of our present officers and directors ; ● may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and ● may result in a decrease in the prevailing market prices for our common stock and or warrants . similarly , if we issue debt securities , it could result in : ● a decrease in the prevailing market prices for our common stock and or warrants . ● default and foreclosure on our assets if our operating revenues after a 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 common stock ; ● 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 common stock 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 . 44 on january 11 , 2017 , the company entered into an agreement and plan of merger ( the “ sequel merger agreement ” ) , by and among the company , sequel acquisition , llc ( the “ mergersub ” ) , a wholly-owned subsidiary of the company , sequel youth and family services , llc ( “ sequel ” ) and other parties named thereto . pursuant to the sequel merger agreement , the company agreed to acquire the sequel business through a merger of mergersub with and into sequel , with sequel being the survivor in the merger ( the “ sequel business combination ” ) . on may 19 , 2017 , the company received notice from sequel that sequel terminated the sequel merger agreement since the transactions contemplated by the sequel merger agreement were not completed on or prior to may 15 , 2017 as required . on september 1 , 2017 , the company received a $ 2,500,000 fee for releasing a third party from a non-circumvention agreement with the company relating to the sequel business combination . in connection with the receipt of this payment by the company , the company paid down approximately $ 2,250,000 of accrued liabilities relating to that the sequel business combination , including the principal amount of the sponsor note of $ 1,200,000 together with approximately $ 57,000 of accrued interest . on august 3 , 2017 , the stockholders of the company approved an amendment to the company 's amended and restated certificate of incorporation , as amended , pursuant to an “ extension amendment , ” to extend the date by which the company must ( i ) consummate a business combination , ( ii ) cease its operations if it fails to complete such business combination , and ( iii ) redeem or repurchase 100 % of the company 's common stock included as part of the units sold in the company 's initial public offering that was consummated on august 4 , 2015 from february 5 , 2018 to november 6 , 2017 ( or february 5 , 2018 if the company has executed a definitive agreement for a business combination by november 6 , 2017 ) or such earlier date asdetermined by the board . story_separator_special_tag in connection with the receipt of this payment by the company , the company paid down approximately $ 2,250,000 of accrued liabilities relating to that business combination , including the sponsor note for $ 1,200,000 together with approximately $ 57,000 of accrued interest the provision for income taxes for the year ended december 31 , 2017 reflects the federal income taxes on income from the trust account , net of expenses that are currently deductible . story_separator_special_tag serif ; margin : 0pt 0 `` > the preparation of financial statements and related disclosures in conformity with gaap requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities , disclosure of contingent assets and liabilities at the date of the financial statements , and income and expenses during the periods reported . actual results could materially differ from those estimates . the company has identified the following as its critical accounting policies : emerging growth company 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 . 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 . 47 net income ( loss ) per common share the company complies with the accounting and disclosure requirements in asc topic 260 , “ earnings per share . ” net income ( loss ) per common share is computed by dividing net income ( loss ) by the weighted average number of common shares outstanding for the period . shares of common stock subject to possible redemption at december 31 , 2017 have been excluded from the calculation of basic income per share for the year ended december 31 , 2017 since such shares , if redeemed , only participate in their pro rata share of the trust account . for the year ended december 31 , 2017 , the fully diluted calculation adds back the shares subject to redemption in computing fully diluted shares outstanding as such shares are dilutive in that year , the company has not considered the effect of warrants sold in the public offering and the concurrent private placement to purchase 14,170,000 shares of common stock in the calculation of diluted income ( loss ) per share , since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events . for the year ended december 31 , 2017 , the fully diluted calculation adds back the shares subject to redemption as such shares are dilutive in that year . financial instruments the fair value of the company 's assets and liabilities , which qualify as financial instruments under fasb asc 820 , “ fair value measurements and disclosures , ” approximates the carrying amounts represented in the accompanying balance sheets . 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 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 . the company 's currently taxable income consists of interest income on the trust account net of taxes paid . the company 's costs are generally considered start-up costs and are not currently deductible . during the year ended december 31 , 2017 , the company recorded income tax expense of approximately $ 406,000 primarily related to interest income earned on the trust account net of franchise taxes paid . the company 's effective tax rate for the year ended december 31 , 2017 was 34 % , which does not differ significantly from the expected income tax rate . on december 22 , 2017 , the tax cut and jobs act was enacted into law resulting in a reduction in the federal corporate income tax rate from 35 % to 21 % for years beginning in 2018. at december 31 , 2017 and 2016 , the company has a deferred tax asset of approximately $ 310,000 ( reflecting a reduction of approximately $ 210,000 resulting from the lower rate under which those deferred taxes would be expected to be recovered or settled ) and $ 225,000 , respectively , related to net operating loss carryforwards ( which begin to expire in 2035 ) and start-up costs . management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time . redeemable common stock all of the shares of common stock sold as part of the units in the public offering contain a redemption feature

