Risk Factors.
−Removed: As a smaller reporting company, we are not required to provide the information required by this item.
−Removed: However, the discussion of our business and operations should be read together with the Risk Factors set forth in the Prospectus that constitutes part of our registration statement on Form S-1 filed with the SEC on March 25, 2020 , the Prospectus that constitutes part of our Registration Statement on Form S-1, filed with the SEC on October 26, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019.
−Removed: Such risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flow, strategies or prospects in a material and adverse manner.
−Removed: In addition, the following risk factor supplements the “Risk Factors” included in the Prospectus that constitutes part of our registration statement on F orm S-1 filed with the SEC on March 25, 2020, the Prospectus that constitutes part of our Registration Statement on Form S-1, filed with the SEC on October 26, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019 and should be read in conjunction with these risk factors:
−Removed: The Company’s financial condition and results of operations has been adversely affected and may continue to be adversely affected by public health issues, including epidemics or pandemics such as COVID-19.
−Removed: We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the global outbreak of COVID-19.
−Removed: On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures.
−Removed: Subsequent to this characterization international, federal, state, and local public health and governmental authorities have taken extraordinary measures to contain and combat the outbreak and spread of COVID-19.
−Removed: These actions include travel restrictions, local quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to drastically reduce or cease customary operations.
−Removed: Changes in consumer behavior, pandemic fears, market downturns and restrictions on business and individual activities resulting from COVID-19 and governmental response to it has led to reduced global economic activity and created significant volatility.
−Removed: The economic slowdown attributable to COVID-19 has led to a global decrease in equipment utilization and leasing activity and this decline could become more substantial if the pandemic results in a sustained recession or other financial crisis.
−Removed: Moreover, as a result of “stay at home” orders and consumer reaction to the pandemic, our sales and service operations may have to again curtail normal activities which would then lead to reduced revenue related to products and services we sell and lease.
−Removed: The full impact of the COVID-19 pandemic on our financial condition and results of operations will depend on future developments, such as the ultimate duration, scope and severity of the continued outbreak, its impact on our customers and suppliers and whether the pandemic leads to recessionary conditions in our key markets.
−Removed: Moreover, our supply chain may be disrupted because of COVID-19 impact to the operations of the part and equipment manufacturers who supply us with products.
−Removed: The COVID-19 pandemic may also exacerbate other risks disclosed in the section entitled “Risk Factors” in the Prospectus that constitutes part of our registration statement on Form S-1 filed with the SEC on March 25, 2020, the Prospectus that constitutes part of our Registration Statement on Form S-1, filed with the SEC on October 26, 2020 and Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: We face a number of uncertainties and risks that are difficult to predict and many of which are outside of our control.
+Added: For a detailed discussion of the risks that affect our business, please refer to Part I, Item 1 A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
+Added: Subject to the following discussion below, t here have been no material changes from the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
+Added: On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”).
+Added: The SEC Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many special purpose acquisition companies require such warrants to be accounted for as liabilities measured at fair value, rather than as equity.
+Added: The SEC Statement also directs issuers who have accounted for these warrants as equity to consider whether the impact of the change in accounting treatment is material and thus require a restatement of previously issued financial statements.
+Added: On April 12, 2021, we exchanged all 8,668,746 of our outstanding warrants for shares of our common stock at an exchange ratio of 0.263 shares of common stock per warrant, for an aggregate issuance of approximately 2,279,874 shares of common stock in the exchange.
+Added: In this Form 10-Q and in our financial statements prior to the exchange of warrants for shares of our common stock, we have classified our private placement warrants and public warrants as equity.
+Added: We evaluated the SEC Statement with respect to our accounting treatment of our warrants and have determined that such guidance would have resulted in the private placement warrants, and not the public warrants, being classified as liabilities on the balance sheet as of December 31, 2020 with the mark to market change in fair value reflected in the statement of operations.
+Added: Accordingly, we have performed an evaluation of the materiality of this matter in accordance with Staff Accounting Bulletin 99 (“SAB 99”).
+Added: Notably, of the 8,668,746 warrants that were outstanding since the Business Combination was consummated on February 14, 2020 only 206,250 were private placement warrants subject to liability treatment based on the SEC Statement.
+Added: To that end, based on our SAB 99 assessment, which included fair value analysis of the 206,250 private placement warrants, we determined that classifying the private placement warrants as liabilities on the balance sheet, versus equity, is immaterial to our historic financial statements and that a restatement is unnecessary.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Defaults Upon Senior Securities.
+Added: Mine Safety Disclosures.
+Added: Not Applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.