Item 1A. Risk Factors
Item
1A. Risk Factors.
As
of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our annual
report on Form 10-K filed with the SEC on March 30, 2020, except for the below risk factor. We may disclose changes to such factors
or disclose additional factors from time to time in our future filings with the SEC.
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the
value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00
per share.
The
proceeds held in the trust account are and will be invested only in U.S. government treasury obligations with a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest
only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive
rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued
interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility
that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial
business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders
are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of funds
not previously released to us to pay for our working capital requirements as well as our franchise and income taxes (less, in
the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative
interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public
stockholders may be less than $10.00 per share.
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