▸ Although we have no commitments as of the date of this Annual Report on· ● 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.· ● 1 ▸ If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.· ● 1 ▸ Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.· ● 1 ▸ Our amended and restated certificate of incorporation provides that any of its provisions related to· ● 1 ▸ Our initial stockholders paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of Class A common stock.· ● 1 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus outbreak and the status of debt and equity markets.· ● 1 ▸ Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination.· ● 1 ▸ Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination.· ● 1 ▸ Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks· ● 1 ▸ group Risks Relating to our Securities· ● 1 ▸ The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a· ● 1 ▸ Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination.· ● 1 ▸ 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.· ● 1 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.· ● 1 ▸ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.· ● 1 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.· ● 1 ▸ We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.· ● 1 ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.· ● 1 ▸ Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.· ● 1 ▸ Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being● · 1 ▸ Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether● · 1 ▸ Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is● · 1 ▸ Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into● · 1 ▸ Although we have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt● · 1 ▸ group Any potential target business with which we enter into● · 1 ▸ group At the time of your investment● · 1 ▸ At the time we enter into an agreement for our initial business combination, we will● · 1 ▸ group Because of our limited resources and the significant competition for● · 1 ▸ Because we are neither limited to evaluating a target business in a particular industry sector nor have● · 1 ▸ group Because we do not comply with Section 280 of● · 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the● · 1 ▸ Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of Class A common stock● · 1 ▸ Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to● · 1 ▸ Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of● · 1 ▸ Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and● · 1 ▸ Class A common stock on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would● · 1 ▸ Each of the agreements related to our initial public offering to which we are a party, other than the warrant agreement and the investment management trust● · 1 ▸ Even if we conduct extensive due diligence on a target business with which● · 1 ▸ Examples of possible instances where we may engage a third party that refuses to execute a waiver include● · 1 ▸ If any action, the subject matter of which is within the scope of the forum provisions of our warrant agreement, is filed in a court other than a court of the● · 1 ▸ If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy● · 1 ▸ If the issuance of the Class A common stock upon exercise of the warrants is not registered, qualified or● · 1 ▸ If the net proceeds of the initial public offering not being held in the trust account are insufficient● · 1 ▸ If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant● · 1 ▸ If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our● · 1 ▸ If we effect our initial business combination with a company located outside of the United States, we would be● · 1 ▸ If we pursue a target company with operations or opportunities outside of the● · 1 ▸ group If we pursue a target that is a company with operations or● · 1 ▸ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business● · 1 ▸ If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination● · 1 ▸ If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a● · 1 ▸ If we seek stockholder approval of our initial business combination, our Sponsor, initial stockholders, directors, executive● · 1 ▸ group If, after we distribute the proceeds in the trust account to our● · 1 ▸ 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● · 1 ▸ If, before distributing the proceeds in the trust account to our public stockholders, we file a● · 1 ▸ If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is● · 1 ▸ group In December 2019, a novel strain of coronavirus was reported to● · 1 ▸ group In accordance with Nasdaq corporate● · 1 ▸ In light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated● · 1 ▸ In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking● · 1 ▸ In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an● · 1 ▸ In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and● · 1 ▸ In order to effectuate an initial business combination, special purpose acquisition● · 1 ▸ group In pursuing our business combination strategy, we may seek● · 1 ▸ In the event that our Sponsor, initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated● · 1 ▸ In the event that the proceeds in the trust account are reduced below the lesser of (i)● · 1 ▸ Information regarding performance by, or businesses associated with, our management team or businesses associated with them is● · 1 ▸ group Nasdaq may delist our securities from trading on its● · 1 ▸ group Notwithstanding the foregoing, our amended and restated certificate of● · 1 ▸ group Notwithstanding the foregoing, these● · 1 ▸ group Of the net proceeds of the initial public offering, only● · 1 ▸ Our Sponsor, executive officers and directors have agreed, pursuant to written agreements with us,● · 1 ▸ Our ability to successfully effect our initial business combination and to be successful thereafter will be● · 1 ▸ Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the● · 1 ▸ group Our amended and restated certificate● · 1 ▸ group Our amended and restated certificate of incorporation● · 1 ▸ Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0001 per● · 1 ▸ Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our● · 1 ▸ Our amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that● · 1 ▸ Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we● · 1 ▸ Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in● · 1 ▸ Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how● · 1 ▸ Our initial stockholders and their permitted transferees can demand that we register the shares of Class A common● · 1 ▸ Our initial stockholders own 20% of our issued and outstanding common stock.● · 1 ▸ group Our initial stockholders paid an aggregate of● · 1 ▸ group Our initial stockholders will own 20% of our outstanding common stock● · 1 ▸ Our key personnel may negotiate employment or consulting agreements with a target business in connection with a● · 1 ▸ Our management may not maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control● · 1 ▸ Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and,● · 1 ▸ Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success● · 1 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely● · 1 ▸ Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which● · 1 ▸ group Our warrants are in registered form under a warrant agreement● · 1 ▸ group Our warrants may have an adverse effect on the market price of● · 1 ▸ Prior to the completion of our initial business combination, we do not expect to seek loans● · 1 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors● · 1 ▸ Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent● · 1 ▸ Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business● · 1 ▸ Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more● · 1 ▸ Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our● · 1 ▸ Since our Sponsor, executive officers and directors will lose their entire investment in us if our● · 1 ▸ Since the net proceeds of the initial public offering and the sale of the private placement warrants● · 1 ▸ Sponsor has the right to extend the term we have to consummate our initial business combination to up to May 19, 2022 (unless otherwise extended by resolution of our board of directors) without providing our stockholders with a corresponding● · 1 ▸ Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our● · 1 ▸ State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder of our warrants shall be deemed to have consented to (x) the● · 1 ▸ group Subsequent to our completion of our initial● · 1 ▸ The National Securities Markets Improvement Act of 1996, as amended, which is a federal statute, prevents or preempts the states from● · 1 ▸ 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● · 1 ▸ The current economic environment has made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be● · 1 ▸ The difference between the public offering price per share (allocating all of the unit purchase price to the share of Class A common stock and none to the● · 1 ▸ group The federal proxy rules require● · 1 ▸ group The founder shares will automatically convert into shares of● · 1 ▸ group The grant of registration● · 1 ▸ The net proceeds from the initial public offering and the private placement of warrants provided us with $224,250,000 that we may use to complete our initial● · 1 ▸ The net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $232,300,000, is held in● · 1 ▸ The officers and directors of an acquisition candidate may resign upon completion of our initial business● · 1 ▸ group The personal and financial● · 1 ▸ The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in● · 1 ▸ The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although● · 1 ▸ The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income● · 1 ▸ group The warrant agreement provides that in the● · 1 ▸ group This choice-of-forum provision may limit the ability of a holder of● · 1 ▸ Under the Delaware General Corporation Law (“DGCL”), stockholders may be held liable for claims by third parties against a● · 1 ▸ United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be● · 1 ▸ Unless otherwise extended by resolution of our board of directors, we will have until May 19, 2021 to consummate our initial● · 1 ▸ Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or● · 1 ▸ We also cannot assure you that an investment in our units will ultimately● · 1 ▸ We anticipate that the investigation of each specific target business and● · 1 ▸ group We are a blank check company● · 1 ▸ We are an emerging growth company and a smaller reporting company within the meaning of the● · 1 ▸ We are an “emerging growth company” within the meaning of the Securities● · 1 ▸ We are not registering the Class A common stock issuable upon exercise of the warrants under the● · 1 ▸ group We are not required to obtain an opinion● · 1 ▸ We are subject to laws and regulations enacted by national, regional and● · 1 ▸ We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with● · 1 ▸ 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● · 1 ▸ We do not have a specified maximum redemption threshold. The● · 1 ▸ group We have agreed to indemnify our officers and directors to the fullest● · 1 ▸ We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates● · 1 ▸ group We have the ability to redeem● · 1 ▸ group We issued warrants to purchase● · 1 ▸ We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with● · 1 ▸ We may attempt to simultaneously complete business combinations with multiple prospective targets, which● · 1 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund● · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with● · 1 ▸ group We may have a limited ability to assess the management of a● · 1 ▸ We may issue a substantial number of additional shares of Class A common stock or shares of preferred stock to complete our initial business combination● · 1 ▸ We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business● · 1 ▸ group We may not be able to find a suitable target business and complete our● · 1 ▸ group We may not have sufficient● · 1 ▸ We may not hold an annual meeting of stockholders until after the consummation of our● · 1 ▸ We may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private placement warrants,● · 1 ▸ group We may redeem your unexpired● · 1 ▸ group We may seek business combination● · 1 ▸ group We may seek to enter into a● · 1 ▸ group We will comply with the proxy rules or tender offer rules, as● · 1 ▸ group We will consider a business combination● · 1 ▸ We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.● · 1 ▸ When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target● · 1 ▸ group You will not be entitled to protections normally afforded● · 1 ▸ You will not have any rights or interests in funds from the trust account, except under certain limited● · 1 ▸ group Your only opportunity to affect the investment decision regarding● · 1 ▸ An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Form● ● 2 rw ▸ Certain agreements related to our initial public offering may be amended without stockholder approval.● ● 2 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● ● 2 rw ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● 2 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● 2 rw ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the● ● 2 rw ▸ If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of our initial business combination, regardless of how our public stockholders vote.● ● 2 rw ▸ Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● ● 2 rw ▸ Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● 2 rw ▸ Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● ● 2 rw ▸ 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.● ● 2 rw ▸ Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.● ● 2 rw ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.● ● 2 rw ▸ group Risks Relating to our Sponsor and Management Team● ● 2 ▸ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form● ● 2 rw ▸ 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.● ● 2 rw ▸ 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.● ● 2 rw ▸ The provisions of our amended and restated certificate of incorporation that relate to our● ● 2 rw ▸ We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.● ● 2 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● 2 rw ▸ We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.● ● 2 rw ▸ You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.● ● 2 rw ▸ You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A common stock or certain exemptions are available.● ● 2 rw 
