What changed in this filing

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Item 1. Business

2021-03-09 compared with 2020-03-27 · 1032 added, 936 removed, 40 unchanged (98% of the section changed)

We are an early-stage blank check company

recently 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.

Throughout this Report we will refer to this

as our initial business combination.

While our efforts to identify a target business may span many industries and regions worldwide,

we intend to focus our search for prospects within the software and internet technology industries.

Our ability to locate a potential

target is subject to the uncertainties discussed elsewhere in this Report.

Our purpose is to complete a business combination

with a leading software or internet company that is valued between $650 million and $2 billion.

We seek to effectively employ our

management team’s industry skills and experience as well as their extensive personal network to add substantial value to

any acquired company.

are a blank check company formed on April 5, 2019 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.

Throughout this Report we will refer to this as our “initial business combination.”

While our efforts to identify

a target business have spanned many industries and regions worldwide, we have focused our search for prospects within the software

and internet technology industries.

Our ability to locate a potential target is and has been subject to the uncertainties discussed

elsewhere in this Report.

Public Offering

September 19, 2019, the Company consummated the initial public offering of 35,000,000 units.

In addition to one share of our public

shares, each unit also consists of one-half of one public warrant.

Each whole public warrant entitles the holder to purchase one

share of Class A common stock at a price of $11.50 per share, subject to adjustment.

The units were sold at an offering price

of $10.00 per unit, generating gross proceeds of $350,000,000.

The Company had granted Cantor, the representative of the several

underwriters in the initial public offering, a 45-day option to purchase up to 4,575,000 additional units to cover over-allotments.

On September 19, 2019, Cantor partially exercised the option and purchased an additional 4,500,000 units at $10.00 per unit and

forfeited the option to exercise the remaining 75,000 units.

Simultaneously

with the closing of the initial public offering, the Company consummated the sale of 810,000 placement units at a price of $10.00

per placement unit in a private placement to the sponsor and Cantor, generating gross proceeds of $8,100,000.

The sponsor purchased

657,500 placement units and Cantor purchased 152,500 placement units.

Each placement unit consists of one placement share and

one-half of one placement warrant.

Each whole placement warrant is exercisable to purchase one public share at a price of $11.50

The proceeds from the placement units were added to the proceeds from the initial public offering held in the trust

total of $350,000,000 from the net proceeds of the sale of the units in the initial public offering and the sale of the placement

units was placed in the trust account.

units, public shares and public warrants are each traded on the Nasdaq Capital Market under the symbols “APXTU,”

“APXT”

and “APXTW,”

respectively.

Our units commenced public trading on September 17, 2019, and our public shares and public

warrants commenced separate public trading on November 5, 2019.

Business Combination

November 23, 2020, we entered into the Business Combination Agreement with the Merger Subs and AvePoint, pursuant to which Merger

Sub 1 will be merged with and into AvePoint (the “First Merger”), with AvePoint surviving the First Merger as a wholly-owned

subsidiary of the Company, and promptly following the First Merger, AvePoint will be merged with and into Merger Sub 2 (the “Second

Merger,”

together with the First Merger, the “Mergers”, and together with the other transactions related thereto,

the “Proposed Transactions”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of the Company

(“Surviving Company”).

Upon the consummation

of the Mergers, the aggregate consideration to be paid to AvePoint equityholders will be (i) an amount in cash of approximately

$262 million (the “Aggregate Cash Consideration”) and (ii) 143,261,093 shares of our public shares (such aggregate

amount, the “Aggregate Stock Consideration”).

The Aggregate Cash Consideration may be subject to downward adjustment

based on the Cash Election (as defined below) and any cutback due to redemptions by stockholders of Apex and any such adjustment

shall be offset by an equivalent increase in the Aggregate Stock Consideration based on a value of $10.00 per public share.

AvePoint’s

stockholders who hold shares of Series C Preferred Stock, par value $0.001 (“AvePoint Preferred Stock”) and certain

named executives (the “Named Executives”) will receive an aggregate amount of $135 million and $35 million in cash,

(subject to deduction for certain expenses) respectively, from the Aggregate Cash Consideration and will receive the balance of

their consideration in public shares from the Aggregate Stock Consideration.

All holders of shares of common stock of AvePoint,

par value $0.001 per share (“AvePoint Common Stock”) other than the Named Executives will receive an aggregate amount

of between $75 million and approximately $92 million in cash (subject to deduction for certain expenses) based on an election (“Cash

Election”) from the balance of the Aggregate Cash Consideration and will receive the remainder of their consideration in

public shares from the Aggregate Stock Consideration.

Each outstanding option to purchase AvePoint Common Stock (“AvePoint

Options”) other than certain options held by the Named Executives will be converted into or replaced with an option to purchase

public shares from the Aggregate Stock Consideration based on the exchange ratio set forth in the Business Combination Agreement.

The holders of AvePoint Preferred Stock, AvePoint Common Stock and AvePoint Options may be entitled to receive up to an additional

3,000,000 public shares contingent upon the achievement of certain milestones set forth in the Business Combination Agreement (the

“Contingent Consideration”).

obligations of AvePoint and Apex to consummate the Proposed Transactions, including the Mergers, are subject to the satisfaction

or waiver (where permissible) at or prior to the Closing (as defined below) of various conditions, including, among other things:

(i) the accuracy of the representations and warranties of Apex and AvePoint, respectively;

(ii) the performance by Apex and AvePoint,

respectively, of its covenants and agreements;

(iii) the absence of any material adverse effect that is continuing with respect

to Apex or AvePoint, respectively, between the date of the Business Combination Agreement and the date of the Closing, (iv) the

approval of AvePoint’s and Apex’s stockholders;

(v) the effectiveness of the AvePoint Registration Statement and the

submission by Apex of the supplemental listing application to the Nasdaq Stock Market;

(vi) the receipt of requisite government

approvals, including approval related to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended;

(vii) the consummation

by Apex of the Private Placements (as defined below);

(viii) Apex having at least $5,000,001 of net tangible assets following

the exercise of redemption rights provided in accordance with the organizational documents of Apex;

and (ix) as a condition to

AvePoint’s obligations, the total cash and cash equivalents of Apex at the Effective Time, after giving effect to the Merger

and the Private Placements, being no less than $300 million.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the Named Executives entered into the Named Executive

Equity Agreements (the “Named Executive Equity Agreements”) pursuant to which the Named Executives will contribute

shares of AvePoint Common Stock to Apex immediately prior to the Effective Time in exchange for a portion of the Aggregate Cash

Consideration.

connection with the closing of the AvePoint Business Combination (the “Closing”), certain key stockholders of AvePoint

(the “Key AvePoint Stockholders”) will enter into agreements (the “Lock-Up Agreements”) providing that

they will not, subject to certain exceptions, sell or transfer any public shares or securities convertible into or exercisable

for public shares held by them immediately after the effective time of the First Merger (the “Effective Time”) until

180 days after the Closing (the “Lock-Up Period”).

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, each of the sponsor, Jeff Epstein and Brad Koenig

entered into the Insider Letter Agreement (the “Insider Letter Agreement”) providing that such parties will not, subject

to certain exceptions, sell or transfer certain public shares held by the Sponsor on behalf of Jeff Epstein and Brad Koenig immediately

prior to the Effective Time (“Apex Founder Lock-Up Shares”) until 12 months after the Closing and will not sell or

transfer 50% of the Apex Founder Lock-Up Shares until 24 months after the Closing.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the Key AvePoint Stockholders entered into the

Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which the Key AvePoint Stockholders

agreed to vote all of their shares of AvePoint Common Stock and AvePoint Preferred Stock in favor of the approval and adoption

of the Business Combination Agreement and the Proposed Transactions.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, the sponsor entered into the Sponsor Support Agreement

(the “Sponsor Support Agreement”) pursuant to which the sponsor agreed to vote all of public shares in favor of the

approval of the Business Combination Agreement and the Proposed Transactions and certain other proposals for approval by the stockholders

of Apex as set forth in the Business Combination Agreement.

to the Sponsor Support Agreement, the sponsor agreed to deposit 2,916,700 public shares (“Sponsor Earn-Out Shares”)

into escrow and that such shares will be subject to the vesting upon the occurrence, any time prior to or as of the seventh anniversary

of the Closing, of either:

(i), the closing price of public shares is greater than or equal to $15.00 (as adjusted for share splits,

share capitalization, reorganizations, recapitalizations and the like) over any 20 trading days within any 30 trading day period;

or (ii) Apex consummates a change of control transaction.

Simultaneously

with the execution of the Business Combination Agreement on November 23, 2020, Apex entered into separate subscription agreements

(collectively, the “Subscription Agreements”) with a number of investors (collectively, the “PIPE Investors”),

pursuant to which the PIPE Investors agreed to purchase an aggregate of 14,000,000 public shares (the “PIPE Shares”),

at a purchase price of $10.00 per share for an aggregate purchase price of $140,000,000, in one or more private placement transactions

(the “Private Placements”).

The closing of the Private Placements pursuant to the Subscription Agreements is contingent

upon, among other customary closing conditions, the concurrent consummation of the Proposed Transactions.

The purpose of the Private

Placements is to raise additional capital for use by the combined company following the Closing.

connection with the Closing, that certain registration rights agreement dated September 16, 2019 will be amended and restated

and Apex, certain persons and entities holding securities of Apex prior to the Closing (the “Initial Holders”) and

certain persons and entities receiving public shares pursuant to the AvePoint Business Combination (the “New Holders”

and together with the Initial Holders, the “Reg Rights Holders”) shall enter into an amended and restated registration

rights agreement at the Closing (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement,

Apex will agree that, within 15 business days after the Closing, Apex will file with the SEC (at Apex’s sole cost and expense)

a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale

Registration Statement”), and Apex shall use reasonable best efforts to have the Resale Registration Statement declared

effective as soon as practicable after the filing thereof.

In certain circumstances, the New Holders can demand up to two underwritten

offerings, and all of the Reg Rights Holders will be entitled to piggyback registration rights.

than as specifically discussed, this Report does not assume the closing of the AvePoint Business Combination.

purpose is to complete a business combination with a leading software or internet company, like AvePoint, that is valued between

$650 million and $2 billion.

We seek to effectively employ our management team’s industry skills and experience as well

as their extensive personal network to add substantial value to any acquired company.

These benefits include the following:

Expertise in growing successful software

and internet companies :

Our management team has demonstrated consistent prowess in building, investing,

nurturing and leading software and internet companies.

We believe they can spot unique ideas or disruptive business models and

grow them from local sensation to global ubiquity.

We believe we can also recruit top talent and use that intellectual capital

to great competitive advantage;

Ability to mentor and support exceptional

Our Co-Chief Executive Officers, directors and advisors have served on more than 30 public

and 100 private boards of directors in North America, Europe and Asia, both within and outside the software and internet sectors.

They have overseen more than 200 acquisitions, taken companies public, thrived amid complex governance dilemmas and enhanced their

companies’

growing successful software and internet companies :

Our management team has demonstrated consistent prowess in building,

investing, nurturing and leading software and internet companies.

We believe they can spot unique ideas or disruptive business

models and grow them from local sensation to global ubiquity.

We believe we can also recruit top talent and use that intellectual

capital to great competitive advantage;

Ability to mentor

and support exceptional executives :

Our Co-Chief Executive Officers, directors and advisors have served on more than 30

public and 100 private boards of directors in North America, Europe and Asia, both within and outside the software and internet

They have overseen more than 200 acquisitions, taken companies public, thrived amid complex governance dilemmas and

enhanced their companies’

global growth;

Maximizing the value of becoming a publicly

traded entity :

Maximizing the

value of becoming a publicly traded entity :

As a public entity, we believe we offer a wide range of advantages to stakeholders.

include but are not limited to:

working with management and shareholders who aspire to have their company become a public entity

and generate substantial wealth creation;

transitioning from a private to a public entity may include broader access to debt and

equity providers;

These include but are not limited to:

working with management and shareholders who aspire to have their company become a public

entity and generate substantial wealth creation;

transitioning from a private to a public entity may include broader access

to debt and equity providers;

provision of liquidity for employees and potential acquisitions;

and expansion of branding in the marketplace.

Acquisition Criteria

Our intent is to seek potential target companies

We intend to accomplish this using a broad and global network of professional contacts that has been developed by our

management team and advisors over many years.

This network encompasses private equity firms, venture capitalists and entrepreneurs.

The maturity and judgment skills accumulated

by our management team and advisors will guide our acquisition process.

When candidate companies are being evaluated, we use the

following, non-exclusive criteria listed below for determining opportunities.

We intend to target entities whose enterprise value is between $650 million and $2

These companies have an international following, and we believe offer long-term risk-adjusted return potential;

The software industry and internet sector are domains in which we have an

accomplished track record and “pattern recognition”

and expansion of branding in

the marketplace.

intent has been to seek potential target companies globally.

We have used a broad and global network of professional contacts

that has been developed by our management team and advisors over many years.

This network encompasses private equity firms, venture

capitalists and entrepreneurs.

maturity and judgment skills accumulated by our management team and advisors has guided our acquisition process.

When candidate

companies are being evaluated, we use the following, non-exclusive criteria listed below for determining opportunities.

have targeted entities whose enterprise value is between $650 million and $2 billion.

These companies have an international

following, and we believe offer long-term risk-adjusted return potential;

software industry and internet sector are domains in which we have an accomplished track record and “pattern recognition”

Our management team and advisors’

multifaceted expertise in assessing a target’s technology and their potential for disruption are key in evaluating

business transaction candidates swiftly and adequately;

● Management’s maturity :

We intend to seek companies with proven and accomplished

management teams which are eager to march forward together with and benefit from our management team’s expertise.

intend to devote significant resources to analyzing and reaching alignment among a target’s management and its

stakeholders, a paramount element to successful execution of any business plan;

multifaceted expertise in assessing a target’s technology and their

potential for disruption have been key in evaluating business transaction candidates swiftly and adequately;

Management’s

We have sought companies with proven and accomplished management teams which are eager to march forward together

with and benefit from our management team’s expertise.

We have devoted significant resources to analyzing and reaching

alignment among a target’s management and its stakeholders, a paramount element to successful execution of any business

Operational maturity :

We intend to select companies which have the requisite compliance,

financial controls and reporting processes in place and are ready for the regulatory constraints of a public entity;

We intend to invest in software or internet companies that are on what we believe

to be a promising growth path, driven by a sustainable competitive advantage, resulting in strong unit economics;

We have targeted companies that have the requisite compliance, financial controls and reporting processes in place and are

ready for the regulatory constraints of a public entity;

have invested in software or internet companies that are on what we believe to be a promising growth path, driven by a sustainable

competitive advantage, resulting in strong unit economics;

Strategic Initiatives :

We intend to seek management teams with the interest and ability

to execute on strategic opportunities, including acquisitions of companies that enhances shareholder value;

● Benefit from being public :

We are committed to working with management and shareholders

who aspire to have their company become a public entity and generate substantial wealth creation.

The benefits of

transitioning from a private to a public entity may include a broader access to debt and equity providers, liquidity for

employees and potential acquisitions, and expanded branding in the marketplace;

● Reputation and market acceptance :

We intend to seek companies with a sizable market share

in their segment and the opportunity to achieve market leadership.

They should also have defensible proprietary technology

and intellectual property rights;

We have sought management teams with the interest and ability to execute on strategic opportunities, including acquisitions

of companies that enhances shareholder value;

being public :

We are committed to working with management and shareholders who aspire to have their company become a public

entity and generate substantial wealth creation.

The benefits of transitioning from a private to a public entity may include

a broader access to debt and equity providers, liquidity for employees and potential acquisitions, and expanded branding in

the marketplace;

Reputation and

market acceptance :

We have sought companies with a sizable market share in their segment and the opportunity to achieve

market leadership.

They should also have defensible proprietary technology and intellectual property rights;

Appropriate valuations :

We are rigorous, disciplined, and valuation-centric investors,

with a keen understanding of market value.

We expect to enter into a business combination only if it pairs significant upside

potential with limited downside risks.

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.

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, as discussed in this Report, 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 the sale of the placement units.

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.

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.

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.

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

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 have conducted and will continue 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

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.

Each of our officers and directors may have

a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such

officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business

Certain of our

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

We are rigorous, disciplined, and valuation-centric investors, with a keen understanding of market value.

We expect to enter

into a business combination only if it pairs significant upside potential with limited downside risks.

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,

such as AvePoint, 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, as discussed in this

Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S.

and Exchange Commission.

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 the sale of the placement units.

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.

Search for Business Combination Opportunities

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.

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.

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.

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

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.

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.

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.

Based on the valuation

analysis of our management and board of directors, we have determined that the fair market value of AvePoint was substantially

in excess of 80% of the funds in the trust account and that the 80% test was therefore satisfied.

Business Combination Process

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

or directors.

While AvePoint is not affiliated with our sponsor, officers or directors, in the event we do not consummate the

AvePoint Business Combination and 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.

of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if

the retention or resignation of any such officers and directors were to be included by a target business as a condition to any

agreement with respect to our initial business combination.

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, 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 have agreed not to become an

officer or director of any other special purpose acquisition company with a class of securities registered under the Securities

Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial

business combination or we have liquidated the trust account.

Our Management Team

Members of our management team are not obligated

to devote any specific number of hours to our matters but they devote as much of their time as they, in the exercise of their respective

business judgement, deem necessary to our affairs and intend to continue doing so until we have completed our initial business

The amount of time that any member of our management team devotes in any time period may vary based on whether a target

business has been selected for our initial business combination and the current stage of the business combination process.

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 provides us with a substantial number of potential business combination

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate

relationships in the software and internet technology 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.

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.

Status as a Public Company

We believe our structure makes 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

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

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.

officers have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities

registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination,

such as the Business Combination Agreement, or we have liquidated the trust account.

Management Team

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

time as they, in the exercise of their respective business judgement, deem necessary to our affairs and intend to continue doing

so until we have completed our initial business combination.

The amount of time that any member of our management team devotes

in any time period may 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.

believe our management team’s operating and transaction experience and relationships with companies provides 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 software and internet technology 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.

as a Public Company

believe our structure makes us an attractive business combination partner to target businesses.

As a public company, we offer

a target business, like AvePoint, an alternative to the traditional initial public offering through a merger or other business

combination with us.

Following an initial business combination, such as the AvePoint 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

7 unchanged sentences

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 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,”

See “AvePoint Business Combination”

above for more information regarding such exchange in the AvePoint Business Combination.

there are various costs and obligations associated with being a public company, we believe target businesses, such as AvePoint,

will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public

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.

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.

an initial business combination, such as the AvePoint 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.

we believe that our structure and our management team’s backgrounds 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.

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.

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.

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.

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 September 19, 2024, (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 30 th , 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.

Financial Position

With funds available in our trust account

for an initial business combination in the amount of $338,659,163 (as of December 31, 2019), after payment of $13,150,000 of deferred

underwriting fees, before fees and expenses associated with our initial business combination, 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 the private placement of the placement units, the proceeds of the sale

of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter into or otherwise),

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

In addition, we intend to target businesses larger than we could acquire with the net proceeds of our initial public offering

and the sale of the placement units, 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 law, we would seek stockholder approval of such financing.

no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination.

Sources of Target Businesses

Target business candidates are brought to our attention from

various unaffiliated sources, including investment bankers and investment professionals.

Target businesses are brought to our attention

by such unaffiliated sources as a result of being solicited by us by calls or mailings.

These sources also introduce us to target

businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our public

filings and know what types of businesses we are targeting.

Our officers and directors, as well as our sponsor and their affiliates,

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 receive

a number of proprietary 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.

We may engage the services of professional firms

or other individuals that specialize in business acquisitions 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.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 19, 2024,

(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 30 th , 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.

funds available in our trust account for an initial business combination in the amount of $338,708,320 (as of December 31, 2020),

after payment of $13,150,000 of deferred underwriting fees, before fees and expenses associated with our initial business combination,

we offer a target business, such as AvePoint, 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

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, other than with regard to the Private Placements described

above, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Our Initial Business Combination

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 the private placement of the

placement units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop

agreements we may enter into or otherwise), 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.

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

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 sale of the placement units, 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 law, 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.

At this time, we are not a party to any arrangement or understanding with any

third party with respect to raising any additional funds through the sale of securities or otherwise.

“AvePoint Business Combination”

above for more information regarding the financing of and agreements related to the

AvePoint Business Combination.

of Target Businesses

business candidates are brought to our attention from various unaffiliated sources, including investment bankers and investment

professionals.

Target businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us

by calls or mailings.

These sources also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will have read our public filings and know what types of businesses we are targeting.

and directors, as well as our sponsor and their affiliates, 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 receive a number of proprietary 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

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 finders’

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, directors or advisors 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

None of our sponsor, executive officers, directors or advisors, 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 except as set forth herein.

We pay an affiliate of our sponsor a total

of $15,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor and our

officers, directors and advisors 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 a 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 a 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.

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.

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

Subject to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one

or more prospective target businesses, although we are not 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

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 assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective business target,

we have conducted, and will continue to conduct a thorough due diligence review, which encompasses, 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

By completing our initial business combination with only a single entity, our lack of diversification may:

● subject us to negative economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our

initial business combination, and

● cause us to depend on the marketing and sale of a single

product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management

Although we 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’

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

In no event, however, will our sponsor or any of our existing officers, directors or advisors 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, directors or

advisors, 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 except as set

forth herein.

pay an affiliate of our sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support

and to reimburse our sponsor and our officers, directors and advisors 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.

are not prohibited from pursuing an initial business combination with a 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.

While AvePoint is not affiliated with our sponsor, officers or directors, in the event we do not consummate

the AvePoint Business Combination and we seek to complete our initial business combination with a 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.

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.

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

of a Target Business and Structuring of our Initial Business Combination

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

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 has virtually unrestricted flexibility

in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial

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

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.

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 assure you that we will properly ascertain

or assess all significant risk factors.

evaluating a prospective business target, such as AvePoint, we have conducted, and will continue to conduct a thorough due diligence

review, which encompasses, 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.

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.

of Business Diversification

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

subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial business combination, and

cause us to depend

on the marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we have closely scrutinized the management of a prospective target business, including the management of AvePoint, when evaluating

the desirability of effecting our initial business combination with that business, and plan to continue to do so if the AvePoint

Business Combination is not consummated and we seek other business combination opportunities, 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

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 assure you that members of our management team will have significant experience or knowledge

relating to the operations of the particular target business.

We cannot assure you 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 assure you

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

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, including the

AvePoint Business Combination in which Jeff Epstein will serve as a director and Brad Koenig will serve as an observer of the

combined company post-Closing, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our

initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of the particular target business.

cannot assure you 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.

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

We cannot assure you 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.

May Not Have the Ability to Approve Our Initial Business Combination

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 law or applicable stock exchange rule, 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.

of Transaction

Stockholder Approval is Required

of stock of target not involving a merger with the company

of target into a subsidiary of the company

of the company with a target

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

we issue shares

of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then

any of our directors,

officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively

have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and

the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power

of 5% or more;

the issuance or

potential issuance of common stock will result in our undergoing a change of control.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

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 law or applicable

stock exchange rule, 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

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under NASDAQ’s listing rules, stockholder

approval would be required for our initial business combination if, for example:

● we issue shares of Class A common stock that will be equal

to or in excess of 20% of the number of shares of our Class A common stock then outstanding;

● any of our directors, officers or substantial stockholders

(as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly

or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock

could result in an increase in outstanding common shares or voting power of 5% or more;

● the issuance or potential issuance of common stock will

result in our undergoing a change of control.

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 shares or public

warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

Purchases of our Securities

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 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, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law

and Nasdaq rules.

In connection with the Private Placements, each of Brad Koenig and Jeff Epstein agreed to purchase 50,000 shares

of Apex Common Stock.

There are currently no other commitments, plans or intentions by our initial stockholders, directors, officers,

advisors or their affiliates 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.

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

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.

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.

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, advisors 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, advisors or

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

securities laws.

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.

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.

“AvePoint Business Combination”

above for more information regarding such purchases in the AvePoint Business Combination.

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, such as the AvePoint 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

as of December 31, 2020 is approximately $10.05 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.

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 (along with Cantor) placement shares and any public shares held by them in connection

with the completion of our initial business combination.

of Conducting Redemptions

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 either (i) in connection with a stockholder meeting called to approve

the initial business combination, as in the AvePoint Business Combination, or (ii) by means of a tender offer if the AvePoint

Business Combination is not consummated.

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

So long as we obtain and maintain a listing for our securities on Nasdaq, we are required to comply with such rules.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,

pursuant to our amended and restated certificate of incorporation:

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer

documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A

of the Exchange Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance

with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through

a tender offer, to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not

tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on

the requirement that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be

at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of

underwriters’

fees and commissions (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 initial business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

the initial business combination.

however, 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:

conduct the redemptions

in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

file proxy materials

with the SEC.

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

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

common stock voted 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 and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder

shares and placement shares and any public shares purchased (including in open market and privately negotiated transactions) in

favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding shares of common

stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

result, in addition to our initial stockholders’

founder shares and placement shares, we would need only 12,720,001, or

36.3%, of the 35,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination

(assuming all outstanding shares are voted) in order to have our initial business combination approved.

We intend to give approximately

30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which

a vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements

of our initial stockholders, may make it more likely that we will consummate our initial business combination.

Each public stockholder

may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

amended and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption)

our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination

and after payment of underwriters’

fees and commissions (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 initial business

For example, the proposed initial business combination may require:

(i) cash consideration to be paid to the target

or its equityholders, as is the case with the AvePoint Business Combination (ii) cash to be transferred to the target for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the

terms of the proposed initial business combination.

In the event the aggregate cash consideration we would be required to pay

for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will

not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption

will be returned to the holders thereof.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

Business Combination.

There is no limit on the number of shares our initial stockholders, directors, officers, advisors 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

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

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding

the foregoing, 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 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 15% of the shares sold in our initial public offering, which we refer

to as the “Excess Shares.”

Such restriction shall also be applicable to our affiliates.

We believe this restriction

will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability

to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to

purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision,

a public stockholder holding an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise

its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current

market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 15% of the shares

sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders

to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an

initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

However, we would not be restricting our stockholders’

ability to vote all of their shares (including Excess

Shares) for or against our initial business combination.

“AvePoint Business Combination”

above for more information regarding the requisite approvals needed in the AvePoint

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.

extent that our sponsor, officers, directors, advisors 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, advisors or their affiliates will only purchase

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.

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.

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 as of December 31, 2019 is approximately $10.04 per public

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 (along with

Cantor) 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 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 are required to comply with such rules.

If a stockholder vote is not required and

we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated

certificate of incorporation:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation

14E of the Exchange Act, which regulate issuer tender offers, and

● file tender offer documents with the SEC prior to completing

our initial business combination which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation

Upon the public announcement of our initial

business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of

our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule

14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant

to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender

offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number

of public shares which are not purchased by our sponsor, which number will be based on the requirement that we will only redeem

our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior

to or upon consummation of our initial business combination and after payment of underwriters’

fees and commissions (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 initial business combination.

If public stockholders tender more shares than

we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, 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:

● conduct the redemptions in conjunction with a proxy solicitation

pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer

● 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 voted 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 and pursuant to the letter

agreement, our sponsor, officers and directors have agreed to vote their founder shares and placement shares and any public shares

purchased (including in open market and privately negotiated transactions) in favor of our initial business combination.

of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval

of our initial business combination once a quorum is obtained.

As a result, in addition to our initial stockholders’

shares and placement shares, we would need only 12,720,001, or 36.3%, of the 35,000,000 public shares sold in our initial public

offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our

initial business combination approved.

We intend to give approximately 30 days (but not less than 10 days nor more than 60

days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will

consummate our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether

they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation

provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least

$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’

fees and commissions (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 initial business combination.

For example, the

proposed initial business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to

be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy

other conditions in accordance with the terms of the proposed initial business combination.

In the event the aggregate cash consideration

we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required

to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash

available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock

submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of our Initial

Business Combination if we Seek Stockholder Approval

Notwithstanding the foregoing, 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 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 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.”

restriction shall also be applicable to our affiliates.

We believe this restriction will discourage stockholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against

a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium

to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding an aggregate

of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s

shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms.

limiting our stockholders’

ability to redeem no more than 15% of the shares sold in our initial public offering without our

prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability

to complete our initial business combination, particularly in connection with an initial business combination with a target that

requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting

our stockholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Stock Certificates in Connection with Redemption

We may require our public stockholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

tender their certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial

business combination, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The proxy materials that we will furnish to holders

of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders

Stock Certificates in Connection with Redemption Rights

may require our public stockholders seeking to exercise their redemption rights (which requirement is applicable in the Business

Combination Agreement), whether they are record holders or hold their shares in “street name,”

to either tender their

certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the initial business combination,

or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s Deposit/Withdrawal

At Custodian (“DWAC”) System, at the holder’s option.

The proxy materials that we will furnish to holders of

our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders

to satisfy such delivery requirements.

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period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the

above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to

the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption

rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing

of when such delivery must be effectuated.

Any request to redeem such shares, once made,

may be withdrawn at any time up to the date of the stockholder meeting.

Furthermore, if a holder of a public share delivered its

certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

If our initial business combination is not

approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any

certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business

combination is not completed, we may continue to try to complete an initial business combination with a different target until

September 19, 2021.

Redemption of Public Shares and Liquidation if no Initial

Business Combination

Our amended and restated certificate of incorporation

provides that we have until September 19, 2021 to complete our initial business combination.

If we are unable to complete our initial

business combination by September 19, 2021, 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 taxes (less up to $100,000 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 the case of clauses (ii) and (iii) above to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination

by September 19, 2021.

Our sponsor, officers and directors have

entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the

trust account with respect to any founder shares and) along with Cantor) placement shares held by them if we fail to complete our

initial business combination by September 19, 2021.

However, if our sponsor, officers or directors acquire public shares, they

will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete

our initial business combination by September 19, 2021.

Our sponsor, officers and directors have

agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate

of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination by September 19, 2021

or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial business combination activity,

unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of

any such amendment 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 taxes divided by the number

of then outstanding public shares.

However, we will only redeem our public shares so long as (after such redemption) our net tangible

assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after

payment of underwriters’

fees and commissions (so that we are not subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy

the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our

public shares at such time.

We expect that all costs and expenses associated

with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the

approximately $994,800 of proceeds held outside the trust account (as of December 31, 2019), although we cannot assure you that

there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the

trust account to pay any tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses

associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not

required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional

amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds

of our initial public offering and the sale of the placement units, other than the proceeds deposited in the trust account, and

without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders

upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account could, however, become subject

to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you

that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Under Section

281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments

to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any

distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that

we will have funds sufficient to pay or provide for all creditors’

Although we have sought and will continue

to seek to have all vendors, service providers (other than our independent auditor), 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, there is no guarantee that they will execute such agreements

or even if they execute such agreements that they would 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 an 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.

WithumSmith+Brown, PC, our independent registered public accounting firm,

and Cantor, the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the

trust account.

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.

Our sponsor has agreed that it will

be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective

target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination

agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual

amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per

share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any

claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust

account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of

our initial public offering against certain liabilities, including liabilities under the 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 believe that our sponsor’s only assets are securities of our company.

we cannot assure you that our sponsor would be able to satisfy those obligations.

None of our officers or directors will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust

account are reduced 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 value of the trust assets, in each case net of the amount

of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification 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 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 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.

We have not asked our sponsor to reserve for such indemnification obligations

and we cannot assure you that our sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due

to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We seek to reduce the possibility that our

sponsor has to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other

than our independent auditor), 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 monies held in the trust account.

Our sponsor will also not

be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities,

including liabilities under the Securities Act.

We have access to up to approximately $994,800 of the proceeds held outside the

trust account (as of December 31, 2019) with which to pay any such potential claims (including costs and expenses incurred in connection

with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is

subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust

account could be liable for claims made by creditors.

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.

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 initial business combination by September 19, 2021 may be considered a liquidating distribution under Delaware

Delaware law provides that 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.

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

initial business combination by September 19, 2021, is not considered a liquidating distribution under Delaware law and such redemption

distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to

other circumstances that are currently unknown), 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.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering

them through the DWAC System.

The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker

whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of

exercising redemption rights regardless of the timing of when such delivery must be effectuated.

request to redeem such shares, once made, may be withdrawn at any time up to the date of the stockholder meeting.

if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides

prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return

the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares

electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise

their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our proposed initial business combination is not completed, we may continue to try to complete an initial business combination

with a different target until September 19, 2021.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated certificate of incorporation provides that we have until September 19, 2021 to complete our initial business

If we are unable to complete our initial business combination by September 19, 2021, 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 taxes (less up to $100,000

of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’

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 taxes (less up to

$100,000 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,

2 unchanged sentences

above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

it is our intention to redeem our public shares as soon as reasonably possible following September 19, 2021 and, therefore, we

do not intend to comply with those procedures.

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 well beyond the third anniversary

of such date.

Because we are 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 subsequent 10 years.

because we are a blank check company, rather than an operating company, and our operations are 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, and

auditors) or prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement,

will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete our initial business combination by September 19, 2021.

sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights

to liquidating distributions from the trust account with respect to any founder shares and) along with Cantor) placement shares

held by them if we fail to complete our initial business combination by September 19, 2021.

However, if our sponsor, officers

or directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to

such public shares if we fail to complete our initial business combination by September 19, 2021.

sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination by September 19, 2021 or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class

A common stock upon approval of any such amendment 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 taxes divided by the number of then outstanding public shares.

However, we will only redeem our public shares so long

as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation

of our initial business combination and after payment of underwriters’

fees and commissions (so that we are not subject

to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive

number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed

with the amendment or the related redemption of our public shares at such time.

we do not consummate the AvePoint Business Combination or any other initial business combination by the deadline set forth in

our amended and restated certificate of incorporation, we expect that all costs and expenses associated with implementing our

plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $197,628

of proceeds held outside the trust account (as of December 31, 2020), although we cannot assure you that there will be sufficient

funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any

tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing

our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest

income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000

of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds

deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the trust account

could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or

make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided

for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any,

we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

we have sought and will continue to seek to have all vendors, service providers (other than our independent auditor), 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.

As a result of this obligation, the claims that could be made

against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust

account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account

are not reduced 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 value of the trust assets, in each case net of the amount of

interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial

claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee

that they will execute such agreements or even if they execute such agreements that they would 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 an 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.

Withum, our independent

registered public accounting firm, and Cantor, the underwriters of the offering, will not execute agreements with us waiving such

claims to the monies held in the trust account.

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

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services

rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent,

confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below

the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date

of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less

taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed

a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it

apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including

liabilities under the 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 believe that

our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would be able

to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the trust account are reduced 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 value of the

trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it

is unable to satisfy its indemnification 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 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 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.

We have not asked

our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy

those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption

price will not be less than $10.00 per public share.

seek to reduce the possibility that our Sponsor has to indemnify the trust account due to claims of creditors by endeavoring to

have all vendors, service providers (other than our independent auditor), 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 monies held in

the trust account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial

public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver

is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such

third-party claims.

If 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, we cannot assure you we will be able

to return $10.00 per share to our public stockholders.

Additionally, if 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”

We have access to up to approximately

$197,628 of the proceeds held outside the trust account (as of December 31, 2020) with which to pay any such potential claims

(including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

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 initial business combination by September 19, 2021 may be considered

a liquidating distribution under Delaware law.

Delaware law provides that 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.

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 initial business combination by September 19, 2021, is not considered a liquidating distribution

under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings

that a party may bring or due to other circumstances that are currently unknown), 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.

If we are unable to complete our initial business combination by September

19, 2021, 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 taxes (less up to $100,000 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 the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible

following September 19, 2021 and, therefore, we do not intend to comply with those procedures.

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 well beyond the third anniversary of such date.

we are 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 subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operations

are 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, and auditors) or prospective target businesses.

As described above, pursuant to the obligation

contained in our underwriting agreement, we have sought and will continue to seek to have all vendors, service providers (other

than our independent auditor), 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.

As a result of this

obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result

in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to

ensure that the amounts in the trust account are not reduced 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 value of the

trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under

our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the

Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not

be responsible to the extent of any liability for such third-party claims.

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, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if 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 some or all amounts received by our stockholders.

Furthermore, our board

of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing

itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing

the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled

to receive funds from the trust account only upon the earlier to occur of:

(i) the completion of our initial business combination,

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our

amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in

connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination by September 19, 2021 or (B) with respect to any other provision relating to stockholders’

rights or pre-initial

business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business

combination by September 19, 2021, subject to applicable law.

In no other circumstances will a stockholder have any right or interest

of any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination,

a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s

redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its

redemption rights as described above.

These provisions of our amended and restated certificate of incorporation, like all provisions

of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

In identifying, evaluating and selecting

a target business for our initial business combination, we have encountered, and may continue to encounter intense competition

from other entities having a business objective similar to ours, including other blank check companies, private equity groups and

leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established

and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of

these competitors possess greater financial, technical, human and other resources than we do.

Our ability to acquire larger target

businesses is limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the

initial business combination of a target business.

Furthermore, our obligation to pay cash in connection with our public stockholders

who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding

warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently have two officers.

These individuals

are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary

and intend to continue doing so, in the exercise of their respective business judgement, to our affairs until we have completed

our initial business combination.

The amount of time they devote in any time period will vary based on whether a target business

has been selected for our initial business combination and the stage of the initial business combination process we are in.

do not intend to have any full time employees prior to the completion of our initial business combination.

We do not have an employment

agreement with any member of our management team.

Periodic Reporting and Financial Information

Our units, Class A common stock and warrants

are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly

and current reports with the SEC.

In accordance with the requirements of the Exchange Act, this Report contains financial statements

audited and reported on by our independent registered public accountants.

We will provide stockholders with audited

financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent

to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be

prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements

may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the

pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such

statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business

combination within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential

business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential business

combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal

control procedures for the fiscal year ending December 31, 2020 as required by the Sarbanes-Oxley Act.

Only in the event we are

deemed to be a large accelerated filer or an accelerated filer, and no longer an emerging growth company, will we be required to

have our internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance

with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We will remain an emerging growth company

until the earlier of (1) the last day of the fiscal year (a) following September 19, 2024, (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 shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30 th ,

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

As a result, a bankruptcy court could seek to recover some or all amounts

received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors

and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders

from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against

us for these reasons.

public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of:

(i) the completion

of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder

vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of

our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares

if we do not complete our initial business combination by September 19, 2021 or (B) with respect to any other provision relating

to stockholders’

rights or pre-initial business combination activity, and (iii) the redemption of all of our public

shares if we are unable to complete our business combination by September 19, 2021, subject to applicable law.

In no other circumstances

will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval

in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination

alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights as described above.

These provisions of our amended and restated

certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with

a stockholder vote.

identifying, evaluating and selecting a target business for our initial business combination, such as AvePoint, we have encountered,

and may continue to encounter intense competition from other entities having a business objective similar to ours, including other

blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly

or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than

Our ability to acquire larger target businesses is limited by our available financial resources.

This inherent limitation

gives others an advantage in pursuing the initial business combination of a target business.

Furthermore, our obligation to pay

cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us

for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial business combination.

executive offices are located at 533 Airport Blvd, Suite 400, Burlingame, CA 94010, and our telephone number is (619) 736-6855.

Our executive offices are provided to us by our sponsor.

We pay an affiliate of our sponsor a total of $15,000 per month for office

space, utilities and secretarial and administrative support.

We consider our current office space adequate for our current operations.

currently have two officers.

These individuals are not obligated to devote any specific number of hours to our matters but they

devote as much of their time as they deem necessary and intend to continue doing so, in the exercise of their respective business

judgement, to our affairs until we have completed our initial business combination.

The amount of time they devote in any time

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

initial business combination process we are in.

We do not intend to have any full time employees prior to the completion of our

initial business combination, including the AvePoint Business Combination.

We do not have an employment agreement with any member

of our management team.

Reporting and Financial Information

units, public shares and public warrants are registered under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, this

Report contains financial statements audited and reported on by our independent registered public accountants.

will provide stockholders with audited financial statements of the prospective target business, such as AvePoint, as part of the

tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business.

all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending

on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of

These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination

with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with

federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that

any particular target business identified by us as a potential business combination candidate will have financial statements prepared

in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with

the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed

target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation

will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2020 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer an emerging growth

company, will we be required to have our internal control procedures audited.

A target company may not be in compliance with the

provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of

any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such

business combination.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 19, 2024,

(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 shares of Class A common stock that are held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt during the prior three-year period.

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.

What changed 10-K

Item 1. Business