HUMA US Equity☆

Item 1A. Risk Factors 21

Item 1B. Unresolved Staff Comments 51

Item 2 Properties 51

Item 3 Legal Proceedings 51

Item 4 Mine Safety Disclosures 51

Item 6 Selected Financial Data. 53

Item 7A Quantitative and Qualitative Disclosures About Market Risk 58

Item 8 Financial Statements and Supplementary Data 58

Item 9A Controls and Procedures 58

Item 9B. Other Information 59

PART III 60

Item 10 Directors, Executive Officers and Corporate Governance 60

Item 11 Executive Compensation 69

Item 14 Principal Accountant Fees and Services 74

Item 15 Exhibits, Financial Statement Schedules 75

i

CERTAIN

TERMS

Unless

otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to:

● “management” or our “management team” are to our officers and directors;

● “sponsor” are to AHAC Sponsor LLC, a Delaware limited liability company;

ii

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some

of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes

of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our

management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,

are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “would”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement

is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements about:

● our pool of prospective target businesses in the healthcare industry;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the trust account not being subject to claims of third parties; or

● our financial performance following our initial public offering.

The

forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning

future developments and their potential effects on us. There can be no assurance that future developments affecting us will be

those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond

our control) or other assumptions that may cause actual results or performance to be materially different from those expressed

or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described

under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of

our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as may be required under applicable securities laws.

iii

PART

I

Item

1 Business

Our

Company

We

are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as

our initial business combination. While we may pursue an acquisition opportunity in any business industry or sector, we intend

to capitalize on our management team’s differentiated ability to source, acquire and manage a business in the healthcare

industry in the United States. Our management team has an extensive track record of creating value for stockholders by acquiring

attractive businesses at disciplined valuations, investing in growth while fostering financial discipline and ultimately improving

financial results.

Our

Management Team

Our

management team is led by Rajiv Shukla, our Chairman and Chief Executive Officer, and Patrick A. Sturgeon, our Chief

Financial Officer.

Rajiv

S. Shukla has been our Chairman and Chief Executive Officer since inception and has two decades of buyouts, investments and operations

experience in the healthcare industry. Mr. Shukla served as Chairman and Chief Executive Officer of Constellation Alpha Capital

Corp. (“CNAC”), a Nasdaq-listed special purpose acquisition company, from June 2017 to August 2019.

CNAC raised $144 million in proceeds from a Nasdaq initial public offering and successfully closed its initial business combination

with DermTech, Inc., or DermTech, in August 2019. DermTech is a molecular dermatology company that develops and markets non-invasive diagnostic

tests. The transaction was financed in part with proceeds from a private placement transaction with investors including Farallon

Capital, Victory RS Science and Technology Fund, Irwin Jacobs, RTW and HLM Venture Partners.

Since

August 2019, Mr. Shukla has served as an independent director on the board of directors of Ocunexus Therapeutics, a

clinical stage biotech company. From June 2013 to May 2015, Mr. Shukla served as Chief Executive Officer of Pipavav

Defence & Offshore Engineering Company (now Reliance Naval and Engineering Ltd.), an Indian listed shipbuilding and defense

manufacturing company. In this role, he successfully implemented an extensive financial restructuring project and sold control

to the Reliance ADA Group. Between 2008 and 2013, Mr. Shukla worked as an investor at ICICI Venture, Morgan Stanley

Investment Management and Citi Venture Capital International. Throughout his investment career, Mr. Shukla has been involved

with numerous investments in healthcare companies. As a private equity investor, Mr. Shukla was involved with numerous control

and minority healthcare investments and served as a member of the board of directors of I-ven Medicare, a hospital roll-up platform

comprising multiple control investments and significant minority stakes in tertiary care hospitals and outpatient treatment centers,

Ranbaxy Fine Chemicals Ltd, a roll-up of specialty chemicals and animal health businesses, Swiss Bio, a U.S. based clinical

CRO, Bharat Biotech, a vaccine company, three specialty pharma companies: Arch Pharmalabs, Malladi Drugs and Unimark Remedies.

From 2001 to 2006, Mr. Shukla served as Senior Director at Pfizer, Inc. (NYSE:PFE). In this role, he played a key role in

several acquisitions including Pharmacia in 2003, Meridica in 2004, Vicuron Pharmaceuticals and Idun Pharmaceuticals in 2005,

and Rinat Neuroscience in 2006. Mr. Shukla also led the operational integration of these organizations into Pfizer across

multiple sites around the world. Mr. Shukla graduated from Harvard University with a Masters in Healthcare Management and

Policy and received a Bachelors in Pharmaceutics from the Indian Institute of Technology.

Patrick

A. Sturgeon has been our Chief Financial Officer since inception and has nearly two decades of experience with M&A and

equity capital market transactions in the healthcare and other sectors. He has served as a Managing Director at Brookline Capital

Markets, a division of Arcadia Securities, LLC (“Brookline”) since March 2016. At Brookline, Mr. Sturgeon

focuses on mergers and acquisitions, public financing, private capital raising, secondary offerings, and capital markets. On the

public financing front, he focuses on SPAC transactions, primarily underwritten initial public offerings and initial business

combinations. From July 2013 to February 2016, Mr. Sturgeon served as a Managing Director at Axiom Capital Management.

He worked at Freeman & Co. from October 2002 to November 2011, where he focused on mergers and acquisitions

in the financial services sector. Mr. Sturgeon received his B.S. in Economics from the University of Massachusetts, Amherst

and his M.B.A in Finance from New York University.

1

Past

performance of our management team does not guarantee either (i) success with respect to any business combination we

may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. The historical

performance record of our management team is not an indication of our future performance. Additionally, in the course of their

respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Other than

Rajiv Shukla, our Chief Executive Officer, and Patrick A. Sturgeon, our Chief Financial Officer, none of our directors has experience

with blank check companies or special purpose acquisition companies. In addition, our executive officers and directors may have

conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business

combination opportunities.

Members

of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much

of their time as they, in the exercise of their respective business judgement, deem necessary to our affairs until we have completed

our initial business combination. The amount of time that any member of our management team will devote in any time period will

vary based on whether a target business has been selected for our initial business combination and the current stage of the business

combination process. We do not have an employment agreement with any member of our management team.

We

believe our management team’s operating and transaction experience and relationships with companies will provide us with

a substantial number of potential business combination targets. Over the course of their careers, the members of our management

team have developed a broad network of contacts and corporate relationships in the healthcare industry. This network has grown

through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships

with sellers, financing sources and target management teams and the experience of our management team in executing transactions

under varying economic and financial market conditions.

Industry

Opportunity

While

we may acquire a business in any industry, our focus will be on the healthcare industry in the United States. We believe

the healthcare industry is attractive for a number of reasons:

Large

Target Market. The healthcare industry represents a significant target market, with total annual U.S. national

health expenditure currently exceeding $3 trillion. The Center for Medicare and Medicaid Services has estimated that total healthcare

spending was approximately 17.7% of total U.S. Gross Domestic Product as of 2018, which CMS estimates will expand to $4.7 trillion

in 2023 (18.6% of estimated total U.S. Gross Domestic Product) reflecting a CAGR of 5.2% from 2018. The number of private companies

in the healthcare industry is significant, with a significant number of firms focused on various sub-sectors of the healthcare

value chain in the United States alone. Additionally, the North American healthcare industry has been characterized by robust

M&A activity in recent years, averaging approximately $300 billion of annual M&A spend from 2015 to 2019 based on

Dealogic data.

Broad

Universe of Potential Targets. We intend to focus our investment effort broadly across the healthcare

industry, which encompasses services, therapeutics, devices, diagnostics, healthcare technology and animal health. We intend to

concentrate on target companies in the healthcare industry with an enterprise value range between $500 million and $3 billion.

We estimate that there are approximately 480 healthcare companies that currently meet this criteria screened for companies that

either (i) have raised venture capital funding of above $100 million or (ii) are private equity portfolio companies

that had an estimated enterprise value of at least $100 million at the time of their acquisition (which occurred between

2010 and 2017), based on data from Pitchbook and Capital IQ. We believe that our investment and operating expertise in healthcare

across multiple industry verticals will give us a large, addressable universe of potential targets. The diversity of the target

universe and the number of largely uncorrelated sub-sectors maximizes the likelihood that the management team will be able

to identify and execute an attractive transaction.

2

Limited

Competition. Our management team believes that the complexity of the healthcare industry acts as a

barrier to entry, requiring investors to have significant sector-specific knowledge and expertise, such as an understanding

of the reimbursement environment and regulatory landscape, complex valuation methodologies, specialized accounting treatments,

and political considerations to identify and appropriately analyze investment opportunities. Since 2016, U.S. healthcare-focused special

purpose acquisition companies, or SPACs, have comprised approximately 3% of all completed U.S. initial public offerings (excluding

closed-end funds and companies with market capitalizations of less than $50 million), based on data from Renaissance

Capital. Over the same time period, there have been seven completed and seven announced U.S. healthcare-focused SPAC business

combinations as of September 11, 2020 which are currently pending, based on data from SPAC Research.

Favorable

Trends. Total global healthcare expenditure has grown at a pace substantially above the rate of inflation

in recent years, and this growth is projected to continue over the years to come, driven by factors such as an aging population,

increased prevalence of chronic disease and improved access to healthcare. While the size of healthcare spending has grown and

will continue to grow, this expense has put significant pressure on payors, including federal and state governments as well as

individuals. This dynamic has offered opportunities to services companies that can both control cost and improve the overall quality

of healthcare. Additionally, the healthcare IPO market has experienced significant activity in the last five years, accounting

for approximately 40% of all U.S. IPOs and consistently being ranked as the number one sector by IPO volume over the past five

years. Private funding by venture capital and private equity firms has also created a robust healthcare IPO pipeline with approximately

$117 billion of funding in U.S. healthcare companies year to date in 2020, up from approximately $58 billion in 2016,

according to Pitchbook. The healthcare sector represents approximately 46% of the total U.S. IPO backlog based on the number of

proposed initial public offerings as of September 13, 2020 according to information from the NYSE IPO Backlog. This market

environment, characterized by clear investor demand, offers an opportune market to execute a healthcare IPO.

Competitive

Differentiation

Our

mission is to create attractive risk-adjusted returns for our stockholders. We intend to capitalize on the ability of our

management team to identify, acquire and operate a business that will benefit from their involvement by utilizing the following

differentiating factors to our advantage:

We

believe the collective experience of our management team and their affiliates will lead to many potential acquisition opportunities.

3

Acquisition

Criteria

Consistent

with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide

to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend

to filter our opportunities based on the following criteria:

These

criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria

in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation

materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission.

We

may need to obtain additional financing either to complete our initial business combination or because we become obligated to

redeem a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company

with an enterprise value significantly above the net proceeds of our initial public offering and concurrent private placement.

Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize

several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target

business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or

a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial

business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain

additional financing.

4

Initial

Business Combination

Nasdaq

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business combination. If our board

of directors is not able to independently determine the fair market value of our initial business combination, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions

with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able

to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if

it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination

must be approved by a majority of our independent directors.

We

anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company

in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business

or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests

or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other

reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company

owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination

may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target

and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number

of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling

interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately

prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business

combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the

post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into

account for purposes of Nasdaq’s 80% fair market value test. If the initial business combination involves more

than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions

and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking

stockholder approval, as applicable.

Our

Business Combination Process

In

evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass,

among other things, a review of historical and projected financial and operating data, meetings with management and their advisors

(if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and

other reviews as we deem appropriate. We will also seek to utilize the expertise of our management team in analyzing software

and internet technology companies and evaluating operating projections, financial projections and determining the appropriate

return expectations given the risk profile of the target business.

We

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers

or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor,

officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our

company from a financial point of view.

5

Certain

of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer

or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors

becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations

of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended

and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another

legal obligation.

Our

officers and directors may become officers or directors of another special purpose acquisition company with a class of securities

intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even prior to us entering

into a definitive agreement for our initial business combination.

Status

as a Public Company

We

believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer

a target business an alternative to the traditional initial public offering through a merger or other business combination with

us. Following an initial business combination, we believe the target business would have greater access to capital and additional

means of creating management incentives that are better aligned with stockholders’ interests than it would as a private

company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in

attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example,

exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding

company) or for a combination of our shares of Class A common stock and cash, allowing us to tailor the consideration to

the specific needs of the sellers.

Although

there are various costs and obligations associated with being a public company, we believe target businesses will find this method

a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical

initial public offering process takes a significantly longer period of time than the typical business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

marketing and road show efforts that may not be present to the same extent in connection with an initial business combination

with us.

Furthermore,

once a proposed initial business combination is completed, the target business will have effectively become public, whereas an

initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market

conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following

an initial business combination, we believe the target business would then have greater access to capital and an additional means

of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency

for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new

customers and vendors and aid in attracting talented employees.

While

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek

stockholder approval of any proposed initial business combination, negatively.

We

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “emerging growth companies” including, but not limited to, not being required to comply

with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a

less active trading market for our securities and the prices of our securities may be more volatile.

6

In

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the

extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting

standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until

those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition

period.

We

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least

$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A

common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the

date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies

may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited

financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market

value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th,

or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of

our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.

Financial

Position

With

funds available for an initial business combination initially in the amount of $96,500,000, after payment of $3,500,000 of deferred

underwriting fees, before fees and expenses associated with our initial business combination (other than deferred underwriting

fees), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for

the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of

the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to

be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing

and there can be no assurance it will be available to us.

Effecting

Our Initial Business Combination

We

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate

our initial business combination using cash from the proceeds of our initial public offering and concurrent private placement,

the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop agreements we

may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target,

or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may

be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent

in such companies and businesses.

If

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust

account are used for payment of the consideration in connection with our initial business combination or used for redemptions

of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal

or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies

or for working capital.

We

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of

our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather

than using the amounts held in the trust account. In addition, we intend to target businesses larger than we could acquire with

the net proceeds of our initial public offering and the concurrent private placement, and may as a result be required to seek

additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities

laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or

tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required

by applicable law or stock exchange requirements, we would seek stockholder approval of such financing. There are no prohibitions

on our ability to raise funds privately, or through loans in connection with our initial business combination.

7

Although

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure our

stockholders that this assessment will result in our identifying all risks that a target business may encounter. Furthermore,

some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those

risks will adversely impact a target business.

Sources

of Target Businesses

We

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment

bankers and investment professionals, as a result of being solicited by us by calls or mailings. These sources may also introduce

us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will know

what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring

to our attention target business candidates that they become aware of through their business contacts as a result of formal or

informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive

a number of deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships

of our officers and directors and our sponsor and their affiliates. While we do not presently anticipate engaging the services

of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms

or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the

extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to

us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best

interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such

fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers

or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other

compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate,

the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive

officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees

or consulting fees from a prospective business combination target in connection with a contemplated initial business combination.

We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and

administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating

and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements

with the post-transaction company following our initial business combination. The presence or absence of any such fees or

arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

We

are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated

with our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared

ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial

business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors,

would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions that such an initial business combination is fair to our company from a financial point of view. We are not required

to obtain such an opinion in any other context.

If

any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present

such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers

and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

to us.

8

Selection

of a Target Business and Structuring of our Initial Business Combination

Nasdaq

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

The fair market value of our initial business combination will be determined by our board of directors based upon one or more

standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading

multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable

businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination,

we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not

be able to make an independent determination of the fair market value of our initial business combination, it may be unable to

do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries

in conjunction with our initial business combination. Subject to this requirement, our management will virtually have unrestricted

flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate

our initial business combination with another blank check company or a similar company with nominal operations.

In

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets

of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company

is what will be taken into account for purposes of Nasdaq’s 80% fair market value test.

To

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early

stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management

will endeavor to evaluate the risks inherent in a particular target business, we cannot provide any assurances that we will properly

ascertain or assess all significant risk factors.

In

evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other

things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as well as a review of financial and other information that will be made available to us.

The

time required to select and evaluate a target business and to structure and complete our initial business combination, and the

costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect

to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Lack

of Business Diversification

For

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations

with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business

combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification

may:

9

Limited

Ability to Evaluate the Target’s Management Team

Although

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting

our initial business combination with that business, our assessment of the target business’ management may not prove to

be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public

company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated

with any certainty. The determination as to whether any of the members of our management team will remain with the combined company

will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain

associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their

full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot provide any assurance that members

of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We

cannot provide any assurance that any of our key personnel will remain in senior management or advisory positions with the combined

company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time

of our initial business combination.

Following

an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target

business. We cannot provide any assurance that we will have the ability to recruit additional managers, or that additional managers

will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders

May Not Have the Ability to Approve Our Initial Business Combination

We

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder

approval if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek stockholder

approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business

combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction Whether Stockholder Approval is Required

Purchase of assets No

Purchase of stock of target not involving a merger with the company No

Merger of target into a subsidiary of the company No

Merger of the company with a target Yes

Under

Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

10

Permitted

Purchases of our Securities

If

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their

affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior

to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders,

directors, officers or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq

rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any

terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when

they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by

Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer

subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules

under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject

to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and

Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds

held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial

business combination.

The

purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby

increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition

in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial

business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of

public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted

to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may

result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases

are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number

of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

Our

sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor,

officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly

or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with

our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private

purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their

shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder

has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors or their affiliates

will only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities

laws.

Any

purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under

the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which

is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has

certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor,

officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act. We expect that any such purchases will be reported pursuant to Section 13 and

Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

11

Redemption

Rights for Public Stockholders upon Completion of our Initial Business Combination

We

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock

upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including

interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number

of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated

to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their

shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and

directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with

respect to any founder shares and placement shares and any public shares held by them in connection with the completion of our

initial business combination.

Manner

of Conducting Redemptions

We

will provide our public stockholders with the opportunity to redeem all or a portion of their public shares of Class A common

stock upon the completion of our initial business combination either (i) in connection with a stockholder meeting called

to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder

approval of a proposed initial business combination or conduct 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 require

us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and

stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive

and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate

of incorporation would require stockholder approval. If we structure an initial business combination with a target company in

a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the

proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules

of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder

approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will

be required to comply with such rules.

If

stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder

approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

● file proxy materials with the SEC.

In

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business

combination.

If

we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of

common stock present and entitled to vote at the meeting to approve the initial business combination when a quorum is present

are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person

or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding

shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count toward this quorum