Item 1A. Risk Factors
You should carefully consider the following
risk factors and all other information contained in this Report, including the financial statements. If any of the following events
occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment. The risk factors described below
are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business. For
more detailed risk factors related to Ensysce and the Transactions, see the Registration Statement on Schedule S-4 to be filed
by the Company subsequent to the filing of this Form 10-K.
Summary Risk Factors
You should carefully consider the risks
set forth in the section entitled “Risk Factors below, including, but not limited to the following:
Risks Related to our Status as a
Blank Check Company and our Nasdaq Listing
We are a blank check 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 blank check company with no operating
results, and we will not commence operations until completing a Business Combination. Because we have no 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 Business Combination with one or more target businesses. We may be unable to complete a Business Combination. If we fail to
complete a Business Combination, we will never generate any operating revenues.
The Nasdaq may not continue to list
our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.
The LACQ common stock and Public Warrants
are currently listed on the Nasdaq and LACQ expects to apply to continue to be listed on the Nasdaq upon consummation of the business
combination.
On November 30, 2020, LACQ received a notice
(the “Nasdaq Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
stating that LACQ was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose
acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement
filed in connection with its initial public offering. Since LACQ’s registration statement became effective on December 1,
2017, it was required to complete an initial business combination by no later than December 1, 2020. The Rule also provides that
failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination
under Rule 5810 to delist LACQ’s securities. In addition, the Nasdaq Notice stated that LACQ was not in compliance with Nasdaq’s
minimum publicly held shares requirement under Listing Rule 5550(a)(4), which requires a listed company’s primary equity
security to maintain a minimum of 500,000 publicly held shares. The Listing Qualifications Department advised LACQ that its securities
would be subject to delisting unless LACQ timely requested a hearing before an independent Hearings Panel (the “Nasdaq Panel”).
Following a hearing on LACQ’s appeal, the Nasdaq panel granted LACQ’s request for continued listing through June 1,
2021 on the condition that (i) on or before January 31, 2021, LACQ will have executed a definitive merger agreement; (ii) on or
before March 15, 2021 (which had been extended by Nasdaq from March 1, 2021), LACQ will file a joint proxy/registration statement
on Form S-4; (iii) on or before May 28, 2021, LACQ will obtain stockholder approval for the merger; and (iv) on or before June
1, 2021, LACQ will complete the merger and evidence compliance with all initial listing standards as required under Nasdaq’s
listing qualifications rules. In addition, LACQ will need to comply with and continue to maintain compliance with the requirement
as to number of public stockholders. LACQ is not currently in compliance with the listing condition.
There can be no assurance that LACQ will
be able to obtain an additional extension from Nasdaq with respect to the conditions in Nasdaq’s grant of the appeal, meet
the continued listing standards on the closing date of the business combination, or comply with the continued listing standards
of Nasdaq following the business combination. If Nasdaq delists the LACQ common stock and/or Public Warrants from trading on its
exchange for failure to meet the listing standards either prior to or after the closing date of the business combination, LACQ’s
securityholders could face significant material adverse consequences including:
● a limited availability of market quotations for LACQ’s securities;
● reduced liquidity for LACQ’s securities;
● a limited amount of news and analyst coverage; and
Risks Related to our Proposed Business
Combination with Ensysce
There is no assurance when or even
if the Merger will be completed. Failure to obtain required approvals necessary to satisfy closing conditions may delay or prevent
completion of the Merger.
Completion of the Merger
is subject to the satisfaction or waiver of a number of conditions. There can be no assurance that we and Ensysce will be able
to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived. If the Merger is
not completed, it is most likely that we will not be able to complete a Business Combination before the expiration of the Combination
Period and we will be required to liquidate.
LACQ
will be unable to close the Transactions if the redemptions of public shares result in its Tangible Net Assets being less than
$5,000,001 unless it is able to obtain sufficient equity financing.
LACQ’s amended
and restated certificate of incorporation, as amended, does not provide a specified maximum redemption threshold, except that
in no event will LACQ redeem its public shares in an amount that would cause its Net Tangible Assets to be less than $5,000,001
(such that LACQ is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement
which may be contained in the agreement relating to an initial business combination. It is also a condition to closing under the
Merger Agreement that, among other things, following payment to all stockholders who have exercised their redemption rights (and
after giving effect to the payment of expenses related to the
Transactions that are to be paid at or after Closing (provided that LACQ can pay such expenses in equity securities and
not cash)) and LACQ having cash of at least $5,000,000. If redemptions by LACQ’s public stockholders cause LACQ to be unable
to meet this closing condition, then Ensysce will not be required to consummate the business combination, although they may, in
their sole discretion, waive this condition. In the event that Ensysce waives this condition, LACQ does not intend to seek additional
stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. In no
event, however, will LACQ close the Transactions if redemptions of public shares would cause LACQ’s Net Tangible Assets
to be less than $5,000,001. If redemptions exceed this level, we will not be able to close the Transactions unless we are able
to obtain a sufficient amount of equity financing to meet the Net Tangible Asset test. There can be no assurance that we will
be able to do so.
Even if the Business
Combination closes, there can be no assurance that the combined company will be successful and we and our stockholders will realize
the benefits of the Business Combination.
The realization of the
benefits in connection with the Business Combination will depend on Ensysce’s success in operating our business after completion
of the Merger and developing and commercializing its product candidates, which will be subject to risks, which will be addressed
in more detail in the Form S-4 to be filed by us in in connection with the business combination, including the following:
o Ensysce may experience failure or delay in completing clinical development;
The
Business Combination with Ensysce is outside of LACQ’s original investment strategy.
LACQ was organized as
a blank check company to identify and build a company in the leisure sector that would complement and benefit from LACQ’s
management teams experience in this sector. LACQ’s officers and directors have substantial experience in evaluation the
operating and financial merits of companies from a wide range of industries, but do not have experience with companies in the
biotechnology sector. While we believe that proposed Business Combination with Ensysce is a in the best interests of LACQ, there
can be no assurance that the review of the proposed Business Combination with Ensysce, a biotechnology
company developing a pharmaceutical product, and the ability to identify the potential benefits and risks associated with Ensysce’s
business, was not affected by this proposed target being outside of the LACQ management team’s and the LACQ board’s
primary area of expertise.
Our management will not maintain control
of Ensysce after our Business Combination, if the Business Combination is consummated.
Our stockholders prior
to the Business Combination will collectively own a minority interest in the post Business Combination company, if the Business
Combination is consummated, Accordingly, our management will not maintain our control of the target business. We cannot provide
assurance that new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
Risks Related to Searching for and
Consummating a Business Combination
Our public
stockholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our
Business Combination even though a majority of our public stockholders do not support such a combination.
We may not hold a stockholder vote to
approve our Business Combination unless the Business Combination would require stockholder approval under applicable law or stock
exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons. For instance, Nasdaq
rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder
approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in our Business
Combination. Therefore, if the structure of our Business Combination involved the issuance of more than 20% of our outstanding
shares, we would seek stockholder approval of such Business Combination. However, except as required by law, the decision as to
whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly,
we may complete our Business Combination even if holders of a majority of our public shares do not approve of the Business Combination
we complete. Please refer to “Item 1. Business – Stockholders May Not Have the Ability to Approve Our Business Combination”
for additional information.
If we seek stockholder approval of
our Business Combination, after approval of our board, our initial stockholders have agreed to vote in favor of such Business
Combination, regardless of how our public stockholders vote.
Unlike many other blank check companies
in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public
stockholders in connection with a Business Combination, after approval of our board, our initial stockholders have agreed to vote
their founder shares, as well as any public shares purchased during or after our Initial Public Offering, in favor of our Business
Combination. Our initial stockholders own shares representing approximately 96.4% (as of December 31, 2020) of our outstanding
shares of common stock. Accordingly, if we seek stockholder approval of our Business Combination, it is more likely that the necessary
stockholder approval will be received than would be the case if our initial stockholders agreed to vote their founder shares in
accordance with the majority of the votes cast by our public stockholders.
Your only opportunity to affect the
investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares
from us for cash, unless we seek stockholder approval of the business combination.
Since our board of directors may complete
a Business Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote
on the Business Combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder 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 stockholders in which we describe our Business Combination. Even if we seek stockholder approval, our initial stockholders
and their respective affiliates, including the sponsors and the strategic investor and directors and officers, have agreed to
vote in favor of the Business Combination and have sufficient votes to approve the Business Combination without the vote of other
stockholders.
The ability of our public stockholders
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 stockholders 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) or any greater net tangible asset or cash requirement which may be contained in the agreement
relating to our Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net
tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above,
we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business
Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination
transaction with us.
The ability of our public stockholders
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 Business Combination, we will not know how many stockholders 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 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. The amount of the deferred underwriting commissions payable
to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination. The per-share
amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation
to pay the deferred underwriting commissions.
The ability of our public stockholders
to exercise redemption rights with respect to a large number of our shares could increase the probability that our Business Combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If our Business Combination agreement
requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount
of cash at closing (as is the case of the Merger Agreement with Ensysce), the probability that our Business Combination would
be unsuccessful is increased. If our Business Combination is unsuccessful, you would not receive your pro rata portion of the
Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your
stock in the open market; however, at such time our stock 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 stock in the open market.
The requirement that we complete our
Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business
Combination and may 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 Business Combination on terms that would produce value
for our stockholders.
Any potential target business with which
we enter into negotiations concerning a Business Combination will be aware that we must complete our Business Combination during
the Combination Period. Consequently, such target business may obtain leverage over us in negotiating a Business Combination,
knowing that if we do not complete our Business Combination with that particular target business, we may be unable to complete
our Business Combination with any target business. This risk will increase 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 Business Combination on terms that we would
have rejected upon a more comprehensive investigation.
We may not be able to complete our
Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share,
or less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsors, strategic investor, officers
and directors have agreed that we must complete our Business Combination during the Combination Period. We may not be able to
find a suitable target business and complete our Business Combination within such time period. If we have not completed our 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 earned on the funds held in the
Trust Account and not previously released to us to pay our franchise and income taxes (less up to $75,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00
per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00
per share on the redemption of their shares. See “— 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 stockholders may be less than $10.00 per share”
and other risk factors below.
If we seek stockholder approval of
our Business Combination, our sponsors, strategic investor, directors, officers, advisors and their affiliates may elect to purchase
shares from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float”
of our common stock.
If we seek stockholder approval of our
Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer
rules, our sponsors, strategic investor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our Business Combination, although they are
under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still
the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights. In the event that our sponsors, strategic investor, directors, officers, advisors or their affiliates purchase shares
in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such
selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could
be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval
of the Business Combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would
otherwise not be met. This may result in the completion of our Business Combination that may not otherwise have been possible.
In addition, if such purchases are made,
the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
If a stockholder fails to receive notice
of our offer to redeem our public shares in connection with our Business Combination, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the tender offer rules
or proxy rules, as applicable, when conducting redemptions in connection with our Business Combination. Despite our compliance
with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not
become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our Business Combination will describe the various procedures
that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials
mailed to such holders, or up to two business days prior to the vote on the proposal to approve the Business Combination in the
event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder
fails to comply with these or any other procedures, its shares may not be redeemed. See “Item 1. Business – Tendering
Stock Certificates in Connection with a Tender Offer or Redemption Rights” for additional information.
If the net proceeds of the Initial
Public Offering and the Concurrent Private Placement not being held in the Trust Account are insufficient, it could limit the
amount available to fund our search for a target business or businesses and complete our Business Combination and we may be required
to depend on the availability of loans from our sponsors, management team or strategic investor to fund our search for a Business
Combination, to pay our franchise and income taxes and to complete our Business Combination. If we are unable to obtain these
loans, we may be unable to complete our Business Combination.
If the funds available to us outside the
Trust Account are not sufficient to fund our working capital requirements, we may be required to borrow funds from our sponsors,
management team, strategic investor or other third parties to operate or may be forced to liquidate. Other than working capital
loans of $1,460,000 which have been received through March 10, 2021 ($1,000,000 of which was converted into working capital warrants),
none of our sponsors or strategic investor, members of our management team or any of their affiliates is under any obligation to
advance funds to us in such circumstances. Any such loans and advances would be repaid only from funds held outside the Trust Account
or from funds released to us upon completion of our Business Combination. We do not expect to seek loans from parties other than
our sponsors or strategic investor or an affiliate of our sponsors or strategic investor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If
we are unable to obtain these loans, we may be unable to complete our Business Combination. If we are unable to complete our Business
Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust
Account. Consequently, our public stockholders may only receive approximately $10.00 per share plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $75,000
of interest to pay dissolution expenses) on our redemption of our public shares, and our warrants will expire worthless. In certain
circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—
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 stockholders may be less than $10.00 per share” and other risk factors below.
We may be unable to obtain additional
financing to complete our 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.
Although we believe that the net proceeds
of the Initial Public Offering and Concurrent Private Placement, as well as the private placement made by our strategic investor,
will be sufficient to allow us to complete our Business Combination, such aggregate net proceeds may not be sufficient to meet
the capital requirements for our Business Combination. If the net proceeds of the Initial Public Offering and Concurrent Private
Placement prove to be insufficient, either because of the size of our Business Combination, the depletion of the available net
proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders
who elect redemption in connection with our Business Combination or the terms of negotiated transactions to purchase shares in
connection with our Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination.
We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing
proves to be unavailable when needed to complete our Business Combination, 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 Business Combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned
on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $75,000
of interest to pay dissolution expenses) on the liquidation of our Trust Account and our warrants will expire worthless. In addition,
even if we do not need additional financing to complete our Business Combination, we may require such financing to fund the operations
or growth of the target business. 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 stockholders
is required to provide any financing to us in connection with or after our Business Combination. If we are unable to complete
our Business Combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our Trust
Account, and our warrants will expire worthless.
Risks Related to Our Securities
You will not have any rights or interests
in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may
be forced to sell your public shares or warrants, potentially at a loss.
Our public stockholders will be entitled
to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of a Business Combination, (ii)
the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated
certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our Business Combination during the Combination Period and (iii) the redemption of our public shares if we are unable
to complete a Business Combination during the Combination Period, subject to applicable law and as further described herein. In
addition, if we are unable to complete a Business Combination during the Combination Period for any reason, compliance with Delaware
law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution
of the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond during the Combination
Period before they receive funds from our Trust Account. In no other circumstances will a public stockholder have any right or
interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
You will not be entitled to protections
normally afforded to investors of many other blank check companies.
Because we have net tangible assets in
excess of $5,000,000 and timely filed a Current Report on Form 8-K after the IPO Closing Date, including an audited balance sheet
demonstrating this fact, we are exempt from rules promulgated by the SEC to protect stockholders in blank check companies, such
as Rule 419. Accordingly, stockholders are not afforded the benefits or protections of those rules. Among other things, this means
our Units were immediately tradable at the IPO Closing Date and we will have a longer period of time to complete our Business
Combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release
of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released
to us in connection with our completion of a Business Combination.
If we seek stockholder approval of
our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of stockholders are deemed to hold in excess of 20% of our common stock, you will lose the ability to redeem all such shares in
excess of 20% of our common stock.
If we seek stockholder approval of our
Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder 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 sold in the IPO, which we refer to as the “Excess Shares.” However, this does not restrict our
stockholders’ ability to vote all of their shares (including Excess Shares) for or against our Business Combination. The
inability to redeem the Excess Shares will reduce a stockholder’s influence over our ability to complete our Business Combination
and could result in a stockholder suffering a material loss on investment if the stockholder sells Excess Shares in open market
transactions. Additionally, redemption distributions will not be made with respect to the Excess Shares if we complete our Business
Combination. As a result, such stockholder would continue to hold the Excess Shares and, in order to dispose of such shares, would
be required to sell such stock in open market transactions, potentially at a loss.
Because of our limited resources and
the significant competition for Business Combination opportunities, it may be more difficult for us to complete our Business Combination.
If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00 per share
on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.
We expect to encounter intense competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment
partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying
and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many
of these competitors possess greater technical, human and other resources or more local industry knowledge than 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 the Initial Public Offering and the Concurrent
Private Placement, 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, because we are obligated to pay cash for the shares of common stock which our public
stockholders redeem in connection with our Business Combination, target companies will be aware that this may reduce the resources
available to us for our Business Combination. This may place us at a competitive disadvantage in successfully negotiating a Business
Combination. If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00
per share on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public
stockholders may receive less than $10.00 per share upon our liquidation. See “— 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 stockholders may be
less than $10.00 per share” and other risk factors below.
If the net proceeds of our Initial
Public Offering and Concurrent Private Placement not being held in the Trust Account are insufficient to allow us to operate during
the Combination Period, we may be unable to complete our Business Combination, in which case our public stockholders may only
receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
As of December 31, 2020, we have $49,202
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 during the Combination Period assuming that our Business Combination is not
completed during that time. 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. If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00 per share
on the liquidation of our Trust Account and our warrants will expire worthless. In certain circumstances, our public stockholders
may receive less than $10.00 per share upon our liquidation. See “— 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 stockholders may be less than
$10.00 per share” and other risk factors below.
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 stockholders 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 auditors), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our
public stockholders, 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.
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 Business Combination within the prescribed timeframe, or upon the exercise of a redemption
right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were
not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by public stockholders could be less than $10.00 per share (plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to us to pay our franchise and income taxes) , due to claims of such creditors. Each
sponsor has agreed that it will be liable to us, jointly and severally, if and to the extent any claims by a vendor (other than
our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we
have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public
share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account
due to reductions in the value of the trust assets, in each case net, of the interest which may be withdrawn to pay our franchise
and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our
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, then our sponsors will not be responsible to the extent
of any liability for such third-party claims. We have not independently verified whether each sponsor has sufficient funds to satisfy
its indemnity obligations and believe that our sponsors’ only substantive assets are securities of our company. We have not
asked our sponsors to reserve for such indemnification obligations. Therefore, we cannot assure you that our sponsors would be
able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds
available for our Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we
may not be able to complete our Business Combination, and you would receive such lesser amount per share in connection with any
redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without
limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce
the indemnification obligations of our sponsors, resulting in a reduction in the amount of funds in the Trust Account available
for distribution to our public stockholders.
In the event that the proceeds in the
Trust Account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay our franchise and income tax obligations, and each 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 sponsors to enforce their indemnification obligations.
While we currently expect that our independent
directors would take legal action on our behalf against our sponsors to enforce their indemnification obligations to us, it is
possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost
of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. 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 stockholders may be reduced below
$10.00 per share.
If, after we distribute the proceeds
in the Trust Account to our public stockholders, 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 we and our board may be exposed to
claims of punitive damages.
If, after we distribute the proceeds in
the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court
could seek to recover all amounts received by our stockholders. 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 stockholders from the Trust Account prior to addressing the claims of creditors.
If, before distributing the proceeds
in the Trust Account to our public stockholders, 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 stockholders
and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in
the Trust Account to our public stockholders, 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 stockholders. To the
extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders
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 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
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
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 in securities and that our activities do not include investing, reinvesting,
owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.
government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a Business Combination
and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets
with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated
principal activities will 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: (i) the completion of our primary business objective, which is a Business Combination; (ii) the redemption of any
public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Business Combination
during the Combination Period; or (iii) absent a Business Combination, our return of the funds held in the Trust Account to our
public stockholders 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 Business Combination, our public stockholders
may receive only approximately $10.00 per share on the liquidation of our Trust Account 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, investments and results of operations.
We are subject to laws, regulations and
rules enacted by national, regional and local governments and Nasdaq. 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 and regulations and their interpretation and application may also change from time to time
and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a
failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our
business and results of operations.
Our stockholders may be held liable
for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held
liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The
pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our Business Combination during the Combination Period may be considered a liquidating distribution under Delaware
law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting
period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it
is our intention to redeem our public shares as soon as reasonably possible following during the Combination Period in the event
we do not complete our Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
Because we will not be complying with
Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide
for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following
our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited
to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as
lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b)
of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be
barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be
potentially brought against us. Further, stockholders will not know at the time of dissolution the scope of potential claims against
us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata
portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do
not complete our Business Combination during the Combination Period is not considered a liquidating distribution under Delaware
law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the
case of a liquidating distribution.
We are not registering the shares of
common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such
registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able
to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the shares of common
stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. 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 common stock issuable upon exercise of the warrants,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. 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, or an exemption from registration is available. Notwithstanding the above, if our common stock is at the time
of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on 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, but we will be required to
use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
In no event will we be required to net cash 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 applicable state securities
laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or
qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase
of units will have paid the full unit purchase price solely for the shares of common stock 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
shares of common stock for sale under all applicable state securities laws.
The grant of registration rights to
our initial stockholders may make it more difficult to complete our Business Combination, and the future exercise of such rights
may adversely affect the market price of our common stock.
Pursuant to an agreement entered into
on the IPO Closing Date, our initial stockholders and our strategic investor and their permitted transferees can demand that we
register their founder shares, the shares issuable pursuant to the contingent forward purchase contract, the shares of common
stock issuable upon exercise of the warrants pursuant to the contingent forward purchase contract, the private placement warrants
and the shares of common stock issuable upon exercise of the private placement warrants held by them and holders of warrants that
may be issued upon conversion of working capital loans may demand that we register such warrants or the common stock issuable
upon exercise of such warrants. In addition, given that the lock-up period on the founder shares is potentially shorter than most
other blank check companies, these shares may become registered and available for sale sooner than founder shares in such other
companies. 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 common stock. In addition,
the existence of the registration rights may make our Business Combination more costly or difficult to conclude. This is because
the stockholders 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 common stock that is expected when the securities owned by our initial
stockholders or holders of working capital loans or their respective permitted transferees are registered.
We do not have a specified maximum
redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination
with which a substantial majority of our stockholders do not agree.
Our amended and restated certificate of
incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s
“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement
relating to our Business Combination. As a result, we may be able to complete our Business Combination even though a substantial
majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder
approval of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, strategic investor,
officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for
all shares of common stock 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 shares of common stock submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate Business Combination.
The exercise price for the public warrants
is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire
worthless.