What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-09 compared with 2020-03-27 · 271 added, 204 removed, 10 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Our units, Class A common stock and warrants

are each traded on the Nasdaq Capital Market under the symbols “APXTU,”

units, Class A common stock and warrants are each traded on the Nasdaq Capital Market under the symbols “APXTU,”

“APXT”

1 unchanged sentence

respectively.

Our units commenced public trading on September 17, 2019, and our Class A common stock and warrants commenced separate

public trading on November 5, 2019.

On March 27, 2020,

there were three (3) holders of record of our units, one (1) holder of record of our Class A common stock, one (1) holder of

our Class B common stock and one (1) holder of record of our warrants.

Securities Authorized for Issuance Under Equity Compensation

Recent Sales of Unregistered Securities

Purchases of Equity Securities by the Issuer and Affiliated

Our units commenced public trading on September 17, 2019, and our Class A common stock

and warrants commenced separate public trading on November 5, 2019.

March 8, 2021, there were three (3) holders of record of our units, one (1) holder of record of our Class A common stock, one

(1) holder of our Class B common stock and one (1) holder of record of our warrants.

have not paid any cash dividends on our shares, and we have no present intention of doing so.

Any future payment of cash dividends

will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations.

as noted in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations”

below, there are currently no contractual restrictions on our ability to pay dividends in cash or shares.

Authorized for Issuance under Equity Compensation Plans

Sales of Unregistered Securities

of Equity Securities by the Issuer and Affiliated Purchasers

Selected Financial Data.

Not required.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited

financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

of this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of

many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,”

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited consolidated financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual Report on Form 10-K.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated

in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding

Forward-Looking Statements,”

“Item 1A.

Risk Factors”

and elsewhere in this Report.

We are a blank check

company formed under the laws of the State of Delaware on April 5, 2019 for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses.

to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the

placement units that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a

combination of cash, stock and debt.

The issuance of additional

shares in connection with an initial business combination to the owners of the target or other investors:

may significantly dilute

the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions

in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion

of the Class B common stock;

may subordinate the

rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change

in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

may have the effect

of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to

obtain control of us;

may adversely affect

prevailing market prices for our units, Class A common stock and/or warrants.

Similarly, if we issue

debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure

on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our

obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment

of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain

necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while

the debt security is outstanding;

our inability to pay

dividends on our common stock;

using a substantial

portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on

our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

limitations on our

flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability

to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our

ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

other purposes and

other disadvantages compared to our competitors who have less debt.

We expect to continue

to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business

combination will be successful.

Results of Operations

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities from inception to December 31, 2019 were organizational

activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for

a business combination.

We do not expect to generate any operating revenues until after the completion of our initial business

We generate non-operating income in the form of interest income on marketable securities held in the trust account.

and elsewhere in this Annual Report on Form 10-K.

Note Regarding Forward-Looking Statements

Report includes “forward-looking statements”

within the meaning of Section 27A of the Securities Act and Section 21E

of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ

materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly

Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition

and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,”

“anticipate,”

“intend,”

“estimate,”

“seek”

and variations and similar words and

expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events

or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the

forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the “Risk Factors”

Except as expressly

required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

are a blank check company formed under the laws of the State of Delaware on April 5, 2019 for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target

businesses (an “initial business combination”).

We intend to effectuate our initial business combination using cash

from the proceeds of our initial public offering and the sale of the placement units that occurred simultaneously with the completion

of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to

complete a Business Combination will be successful.

Combination Agreement

November 23, 2020, the Company entered into an Agreement and Plan of Merger (the “Business Combination Agreement”)

by and among the Company, Athena Technology Merger Sub, Inc., a Delaware corporation (“Merger Sub 1”), Athena Technology

Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and AvePoint, relating to a proposed business

combination transaction between the Company and AvePoint.

The Business Combination Agreement was amended on December 30, 2020.

to the Business Combination Agreement, 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”), with Merger Sub 2 surviving the Second Merger as

a wholly owned subsidiary of the Company.

to the terms of the Business Combination Agreement, at the effective time of the Merger:

The aggregate consideration to be paid to AvePoint equity shareholders will be (i) an amount in cash of approximately $262 million (the “Aggregate Cash Consideration”), minus a deduction for the PIPE Fees and (ii) 143,261,093 shares of common stock of Apex, par value $0.0001 (“Apex Common Stock”), which includes shares of Apex Common Stock that may be issuable pursuant to the exercise of exchanged AvePoint stock options (such aggregate amount, the “Aggregate Stock Consideration”).

The Aggregate Stock Consideration will be increased by a number of shares of Apex Common Stock equal to the aggregate exercise price of the Exchanged Options divided by $10.00;

AvePoint’s stockholders who hold shares of Series C Preferred Stock, par value $0.001 (“AvePoint Preferred Stock”) will receive an aggregate amount of $135 million (subject to deduction for Preferred PIPE Fees) from the Aggregate Cash Consideration and will receive the balance of their consideration in shares of Apex Common Stock 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 shares of Apex Common Stock from the Aggregate Stock Consideration;

All shares of AvePoint Common Stock and AvePoint Preferred Stock held in the treasury of AvePoint or by Apex shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

(e) Each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the Effective

Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, par value

$0.001 per share, of the Surviving Corporation;

(f) Each Named Executive Cash-Settled Option that is outstanding immediately prior to the Effective

Time, shall be converted into the right to receive (A) an amount of cash equal to:

the product of (1) the number of Named Executive

Cash-Settled Options multiplied by (2) the Per Share Amount, minus (y) the aggregate exercise price attributable to such Named

Executive Cash-Settled Options;

and (B) the contingent right to receive a number of shares Contingent Consideration following the

Closing in accordance with the Business Combination Agreement;

(g) The Named Executives will receive an aggregate amount of $35 million in cash (subject to deduction

for the Named Executive PIPE Fees (as defined in the Business Combination Agreement)) from the Aggregate Cash Consideration and

will receive the balance of their transaction consideration in shares of Apex Common Stock from the Aggregate Stock Consideration;

(h) Each AvePoint Option that is outstanding immediately prior to the Effective Time, whether vested

or unvested (other than the Named Executive Cash-Settled Options and AvePoint Options granted to Eligible individuals in the People’s

Republic of China (“PRC Options”)), shall be converted into (1) an option to purchase a number of shares of Apex Common

Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the

number of shares of AvePoint Common Stock subject to such AvePoint Option immediately prior to the Effective Time and (y) the Exchange

Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such

AvePoint Option immediately prior to the Effective Time divided by (B) the Exchange Ratio;

(i) The PRC Options will not be continued or assumed by AvePoint, Apex or the Merger Subs as part of

The cancelled PRC Options will be replaced and substituted for as of the Effective Time with the award of a new stock

option to purchase a number of shares of Apex Common Stock pursuant to the 2021 Plan equal to the product (rounded down to the

nearest whole number) of (x) the number of shares of AvePoint Common Stock subject to such PRC Option immediately prior to the

Effective Time and (y) the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) equal to (A) the exercise

price per share of such PRC Option prior to the Effective Time divided by (B) the Exchange Ratio.

The replacement stock options

will be credited with vesting to the same extent as the existing PRC Options being replaced, and the new replacement awards will

be subject to same vesting schedule and exercisability provisions

Additionally,

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 shares of Apex Common Stock (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.

the Closing, in addition to the Aggregate Cash Consideration and Aggregate Stock Consideration, the holders of AvePoint Preferred

Stock, AvePoint Common Stock and AvePoint Options shall be issued additional shares of Apex Common Stock, as follows:

(a) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing

through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $12.50 over any 20 Trading Days within

any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the

right to exchange their shares for cash, securities or other property having a value equaling or exceeding $12.50 per share (the

“First Milestone”) (such 1,000,000 shares of Apex Common Stock, the “First Milestone Contingent Consideration”);

(b) 1,000,000 shares of Apex Common Stock, in the aggregate, if at any time from and after the Closing

through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $15.00 over any 20 Trading Days within

any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the

right to exchange their shares for cash, securities or other property having a value equaling or exceeding $15.00 per share (the

“Second Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Second Milestone Contingent Consideration”);

through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $17.50 over any 20 Trading Days within

any 30 Trading Day period or (y) Apex consummates a Subsequent Transaction, which results in the stockholders of Apex having the

right to exchange their shares for cash, securities or other property having a value equaling or exceeding $17.50 per share (the

“Third Milestone”) (such 1,000,000 shares of Apex Common Stock, the “Third Milestone Contingent Consideration”

and together with the First Milestone Contingent Consideration and the Second Milestone Contingent Consideration, the “Contingent

Consideration”).

For the avoidance of doubt, the maximum amount of the Contingent Consideration is 3,000,000 shares of Apex

Common Stock, in the aggregate.

parties to the Business Combination Agreement have made customary representations, warranties and covenants, including, among

others, with respect to the conduct of the businesses of AvePoint and Apex during the period between execution of the Business

Combination Agreement and the consummation of the Business Combination

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from inception to December 31,

2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, following

the Initial Public Offering, identifying a target company for a Business Combination and completing activities related to the

Business Combination Agreement.

We do not expect to generate any operating revenues until after the completion of our initial

Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in the trust

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with completing a Business Combination.

For the period from April

5, 2019 (inception) through December 31, 2019, we had a net income of $900,810, which consists of interest income on marketable

securities held in the trust account of $1,809,163, offset by operating costs of $295,109, franchise taxes of $295,342 and a provision

for income taxes of $317,902.

Liquidity and Capital Resources

As of December 31, 2019,

we had cash of $994,810 held outside of the trust account.

Until the consummation of the initial public offering, the Company’s

only source of liquidity was an initial purchase of Class B common stock by our sponsor and loans from our sponsor.

On September 19, 2019,

we consummated the initial public offering of 35,000,000 Units, which included the partial exercise by the underwriters of the

over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $350,000,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 810,000 placement units to our sponsor

and Cantor at a price of $10.00 per unit, generating gross proceeds of $8,100,000.

Following the initial

public offering, the exercise of the over-allotment option and the sale of the placement units, a total of $350,000,000 was placed

in the trust account.

We incurred $19,806,442 in transaction costs, including $6,100,000 of underwriting fees, $13,150,000 of

deferred underwriting fees and $556,442 of other offering costs.

For the period from April

5, 2019 (inception) through December 31, 2019, cash used in operating activities was $473,748.

Net income of $900,810 was offset

by interest earned on marketable securities held in the trust account of $1,809,163 and changes in operating assets and liabilities,

which provided $434,605 of cash from operating activities.

We intend to use substantially

all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred

underwriting commissions) to complete our initial business combination.

To the extent that our capital stock or debt is used,

in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account

will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue

our growth strategies.

We intend to use the

funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective

target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives

or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete

a business combination.

In order to fund working

capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our

sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

a business combination, we would repay such loaned amounts.

In the event that a business combination does not close, we may use

a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account

would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units identical to the placement units,

at a price of $10.00 per unit at the option of the lender.

We do not believe we

will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate

of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less

than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

business combination.

Moreover, 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 consummation of our initial business combination,

in which case we may issue additional securities or incur debt in connection with such initial business combination.

compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial

business combination.

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, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2019.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate

of our sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative support to the Company.

We began incurring these fees on September 16, 2019 and will continue to incur these fees monthly until the earlier of the completion

of the initial business combination and the Company’s liquidation.

The underwriters are

entitled to a deferred fee of $13,150,000.

The deferred fee will become payable to the underwriters from the amounts held in the

trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

the year ended December 31, 2020, we had a net loss of $4,251,085, which consisted of operating costs of $5,309,612, franchise

taxes of $201,196 and a provision for income taxes of $411,315 offset by interest earned on marketable securities held in the

Trust Account of $1,671,038

the period from April 5, 2019 (inception) through December 31, 2019, we had a net income of $900,810, which consisted of interest

earned on marketable securities held in the Trust Account of $1,809,163, offset by operating costs of $295,109, franchise taxes

of $295,342 and a provision for income taxes of $317,902.

and Capital Resources

September 19, 2019, we consummated the Initial Public Offering of 35,000,000 Units, which included the partial exercise by the

underwriters of the over-allotment option to purchase an additional 4,500,000 Units, at $10.00 per Unit, generating gross proceeds

of $350,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 810,000 Placement

Units to our Sponsor and Cantor at a price of $10.00 per Unit, generating gross proceeds of $8,100,000.

the Initial Public Offering, the exercise of the over-allotment option and the sale of the Placement Units, a total of $350,000,000

was placed in the trust account.

We incurred $19,806,442 in transaction costs, including $6,100,000 of underwriting fees, $13,150,000

of deferred underwriting fees and $556,442 of other offering costs.

the year ended December 31, 2020, cash used in operating activities was $2,419,063.

Net loss of $4,251,085 was affected by interest

earned on marketable securities held in the trust account of $1,671,038 and changes in operating assets and liabilities, which

provided $3,503,060 of cash from operating activities.

the period from April 5, 2019 (inception) through December 31, 2019, cash used in operating activities was $473,748.

of $900,810 was offset by interest earned on marketable securities held in the Trust Account of $1,809,163 and changes in operating

assets and liabilities, which provided $434,605 of cash from operating activities.

of December 31, 2020, we had cash and marketable securities of $351,858,320 held in the trust account.

Interest income on the

balance in the trust account may be used by us to pay taxes.

During the year ended December 31, 2020, we withdrew $1,621,881 of

interest earned on the trust account to pay for our franchise tax obligations.

We intend to use substantially all of the funds

held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting

commissions) to complete our initial Business Combination.

To the extent that our capital stock or debt is used, in whole or in

part, as consideration to complete our initial Business Combination, the remaining proceeds held in the trust account will be

used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our

growth strategies.

of December 31, 2020, we had cash of $197,628 held outside of the trust account.

We intend to use the funds held outside the trust

account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be

If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no

proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units

identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to

our initial Business Combination.

Moreover, 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 consummation of our initial

Business Combination, in which case we may issue additional securities or incur debt in connection with such initial Business

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with

the completion of our initial Business Combination.

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.

following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order

to meet our obligations.

have until September 19, 2021 to consummate a Business Combination.

It is uncertain that we will be able to consummate a Business

Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and

subsequent dissolution.

Management has determined that the mandatory liquidation, should a Business Combination not occur, and

potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

No adjustments have

been made to the carrying amounts of assets or liabilities should we be required to liquidate after September 19, 2021.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often

referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet

arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an

agreement to pay an affiliate of our Sponsor a monthly fee of $15,000 for office space, utilities and secretarial and administrative

support to us.

We began incurring these fees on September 16, 2019 and will continue to incur these fees monthly until the earlier

of the completion of the initial Business Combination and our liquidation.

underwriters are entitled to a deferred fee of $13,150,000.

The deferred fee will become payable to the underwriters from the

amounts held in the trust account solely in the event that we complete a Business Combination, subject to the terms of the underwriting

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the

Company has the ability to exercise control.

All significant intercompany balances and transactions have been eliminated in consolidation.

Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in

the accompanying consolidated statements.

Accounting Policies

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income

and expenses during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies.

Recent Accounting Pronouncements

In July 2017, the FASB

issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from

Equity (Topic 480) and Derivatives and Hedging (Topic 815):

Accounting for Certain Financial Instruments with Down Round

Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic

Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.

Part I of this update addresses the

complexity of accounting for certain financial instruments with down round features.

Down round features are features of certain

equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of

future equity offerings.

Also, entities must adjust their basic Earnings per Share (“EPS”) calculation for the effect

of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument

is adjusted downward because of the down round feature).

That effect is treated as a dividend and as a reduction of income available

to common shareholders in basic EPS.

An entity will also recognize the effect of the trigger within equity.

The guidance is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Company adopted this guidance

during the period ended December 31, 2019.

The adoption of this guidance enabled the Company to record the warrants as equity

instruments and is not expected to have a material impact on the Company’s financial position, results of operations, cash

flows or disclosures moving forward until a trigger event occurs.

Part II of this update addresses the difficulty of navigating

Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting

Standards Codification.

This pending content is the result of the indefinite deferral of accounting requirements about mandatorily

redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests.

amendments in Part II of this update are not expected to have an impact on the Company.

Management does not believe

that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

A Common Stock Subject to Possible Redemption

account for our common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards

Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities

from Equity.”

Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and

are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that

is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

our control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence

of uncertain future events.

Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary

equity, outside of the stockholders’

equity section of our balance sheets.

Income (Loss) per Common Share

apply the two-class method in calculating earnings per share.

Net income per common share, basic and diluted for Class A

redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes,

by the weighted average number of shares of Class A redeemable common stock outstanding for the periods presented.

loss per common share, basic and diluted for Class B non-redeemable common stock is calculated by dividing net income

less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class

A and Class B non-redeemable common stock outstanding for the periods presented.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our consolidated financial statements.

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 5. Market for Registrant’s Common Equity