What changed in this filing

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Item 1. Financial Statements

2020-11-16 compared with 2020-08-13 · 404 added, 249 removed, 689 unchanged (49% of the section changed)

1 unchanged sentence

ENERGY ACQUISITION CORPORATION

BALANCE SHEETS

June 30, 2020

CONSOLIDATED BALANCE SHEETS

September 30, 2020

December 31, 2019

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Accrued expenses - related party

Due to related party

Franchise tax payable

5 unchanged sentences

Class A common stock, $0.0001 par value;

30,082,207 and 30,047,981 shares subject to possible redemption at $10.00 per share at June 30, 2020 and December 31, 2019, respectively

30,002,915 and 30,047,981 shares subject to possible redemption at $10.00 per share at September 30, 2020 and December 31, 2019, respectively

Stockholders' Equity:

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200,000,000 shares authorized;

1,329,556 and 1,363,782 shares issued and outstanding (excluding 30,082,207 and 30,047,981 shares subject to possible redemption) at June 30, 2020 and December 31, 2019, respectively

1,408,848 and 1,363,782 shares issued and outstanding (excluding 30,002,915 and 30,047,981 shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively

Class B common stock, $0.0001 par value;

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$ 317,171,896

accompanying notes are an integral part of these unaudited condensed financial statements.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three

September 30,

For the three months ended

September 30,

For the nine months ended

September 30,

(inception) through September 30,

General and administrative expenses

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Basic and diluted net income per share, Class A

Basic and diluted weighted average shares outstanding,

Basic and diluted weighted average shares outstanding, Class B

Basic and diluted net loss per share, Class B

of June 30, 2019, the number excluded an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if

the over-allotment option is not exercised in full or in part by the underwriters.

On September 6, 2019, the underwriters partially

purchased the over-allotment units, and the remaining over-allotment option subsequently expired.

As a result, an aggregate of

772,059 Founder Shares were forfeited accordingly.

accompanying notes are an integral part of these unaudited condensed financial statements.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the three and six months

ended June 30, 2020

Stockholders’

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the nine months ended September 30, 2020

Stockholders'

Balance - December 31, 2019

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Balance - June 30, 2020

For the period from May 10, 2019 (Inception) through June 30, 2019

Stockholders’

Change in value of Class A common stock subject to possible redemption

Balance - September 30, 2020

For the period from May

10, 2019 (Inception) through September 30, 2019

Stockholders'

Balance - May 10, 2019 (inception)

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Balance - June 30, 2019

of June 30, 2019, the number includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment

option is not exercised in full or in part by the underwriters.

On September 6, 2019, the underwriters partially purchased the

over-allotment units, and the remaining over-allotment option subsequently expired.

As a result, an aggregate of 772,059 Founder

Shares were forfeited accordingly.

accompanying notes are an integral part of these unaudited condensed financial statements.

Sale of units in initial public offering, gross

Offering costs

(17,724,739 )

Sale of private placement warrants to Sponsor in private placement

Forfeiture of Class B common stock

Class A common stock subject to possible redemption

(29,983,863 )

(299,835,632 )

(299,838,630 )

Balance - September 30, 2019

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2020

For the period from May 10, 2019 (inception) through September 30, 2019

Cash Flows from Operating Activities:

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Adjustments to reconcile net income (loss) to net cash used in operating activities:

General and administrative expenses paid by related parties

Gain on marketable securities, dividends and interest held in Trust Account

8 unchanged sentences

Cash Flows from Investing Activities

Cash deposited in Trust Account

(314,117,630 )

Income released from Trust Account to pay taxes

Net cash provided by investing activities

Net cash provided by (used in) investing activities

(314,117,630 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds received under note payable from related party

Repayment of loans from related party

Proceeds received from related party

Proceeds received from initial public offering, gross

Proceeds received from private placement

Offering costs paid

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosure of noncash activities:

Cash paid for income taxes

Offering costs included in accrued expenses

1 unchanged sentence

Offering costs paid by related party under note payable from related party

Deferred underwriting commissions

Forfeiture of Class B common stock

Change in value of Class A common stock subject to possible redemption

accompanying notes are an integral part of these unaudited condensed financial statements.

$ 299,848,630

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENERGY ACQUISITION CORPORATION

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization, Business Operations and Basis of Presentation

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of the risks associated with emerging growth companies.

of June 30, 2020, the Company had not commenced any operations.

All activity for the period from May 10, 2019 (inception) through

June 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

of September 30, 2020, the Company had not commenced any operations.

All activity for the period from May 10, 2019 (inception)

through September 30, 2020 relates to the Company’s formation and the initial public offering (the “Initial Public

Offering”), and, since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

In September 2020, in connection with the Proposed Transactions

(as defined and described below), the Company formed Lightning Merger Sub Inc., a Delaware corporation, as a wholly owned direct

subsidiary of the Company.

Company’s sponsor is NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”).

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of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles

generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules

and regulations of the SEC.

accompanying unaudited condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting

principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the

rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal

opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal

recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected

through December 31, 2020.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and

notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the

SEC on March 30, 2020.

Operating results

for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through

December 31, 2020 or any future period.

accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements

and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with

the SEC on March 30, 2020.

Growth Company

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of the potential differences in accounting standards used.

Business Combination

September 23, 2020, Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), ChargePoint, Inc., a Delaware corporation (the “ChargePoint”), and the Company entered into a business

combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which, among

other things, Merger Sub will be merged with and into ChargePoint (the “Merger,”

together with the other transactions

related thereto, the “Proposed Transactions”), with ChargePoint surviving the Merger as a wholly owned subsidiary

of the Company (the “Surviving Corporation”).

has delivered to the Company a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other

things, certain ChargePoint stockholders (the “Written Consent Parties”), whose ownership interests collectively represent

outstanding shares of ChargePoint’s common stock (“ChargePoint Common Stock”) and ChargePoint’s preferred

stock (voting on an as-converted basis) sufficient to approve the Merger on behalf of ChargePoint, will agree to support the approval

and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute a written consent

approving the Business Combination Agreement, the Merger and all other transactions contemplated by the Business Combination Agreement

within 48 hours of a registration statement on Form S-4 (the “Registration Statement”) becoming effective.

Agreement will terminate upon the earlier to occur of:

(i) the effective time of the Merger (the “Effective Time”),

(ii) the date of the termination of the Business Combination Agreement in accordance with its terms and (iii) the effective date

of a written agreement of the Company and the Written Consent Parties terminating the Support Agreement.

connection with the closing of the Merger (the “Closing”), that certain Registration Rights Agreement (as defined

below) dated July 25, 2019 (the “IPO Registration Rights Agreement”) will be amended and restated and the Company,

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

persons and entities receiving the Company’s Class A Common Stock or instruments exercisable for the Company’s Class

A Common Stock in connection with the Merger (the “New Holders”

and together with the Initial Holders, the “Reg

Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the

Business Combination Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement,

the Company will agree that, within 15 business days after the Closing, the Company will file with the SEC (at the Company’s

sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial

Holders and the New Holders (the “Resale Registration Statement”), and the Company will use its commercially reasonable

efforts to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing thereof.

In certain circumstances, the Reg Rights Holders can demand up to four underwritten offerings and will be entitled to customary

piggyback registration rights.

with ChargePoint entering into the Business Combination Agreement, certain stockholders of ChargePoint, whose ownership interests

represent 92.2% of the outstanding ChargePoint Common Stock (voting on an as-converted basis) in the aggregate, have agreed, subject

to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation,

disposition, loan or other transfer, with respect to any shares of the Company’s Class A Common Stock held by them immediately

after the Effective Time, including any shares of the Company’s Class A Common Stock issuable upon the exercise of options

or warrants to purchase shares of the Company’s Class A Common Stock held by them immediately following the Closing or (b)

publicly announce any intention to effect any transaction specified in clause (a), in each case, for six months after the Closing.

connection with the execution of the Business Combination Agreement, the Initial Stockholders entered into a letter agreement

(the “Founders Stock Letter”) with the Company pursuant to which, among other things, the Initial Stockholders will,

(i) subject to the satisfaction of the conditions to Closing set forth in the Business Combination Agreement, immediately prior

to the Closing, surrender to the Company, for no consideration and as a capital contribution to the Company, 984,706 of Founders

Shares held by them (on a pro rata basis), whereupon such Founder Shares will be immediately canceled and (ii) upon and subject

to the Closing, subject 900,000 Founder Shares (including any shares of the Company’s Class A Common Stock issued in exchange

therefor in the Merger, the “Founder Earn Back Shares”) held by them (on a pro rata basis) to potential forfeiture,

if the volume-weighted average closing sale price of one share of the Company’s Class A Common Stock quoted on the New York

Stock Exchange (or the exchange on which the shares of the Company’s Class A Common Stock are then listed) is greater than

or equal to $12.00 for any ten trading days within any twenty consecutive trading day period within the five-year period following

The Founders Stock Letter also provides that the Sponsor will bear any transaction costs in excess of $20,000,000

that are allocable to the Company in accordance with the Business Combination Agreement, excluding any costs associated with the

PIPE (as defined below).

connection with the execution of the Business Combination Agreement, on September 23, 2020, the Company entered into separate

subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (collectively, the

“Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers,

an aggregate of 22,500,000 shares of the Company’s Class A Common Stock for a purchase price of $10.00 per share and an

aggregate purchase price of $225,000,000, in a private placement (the “PIPE”).

Concern Consideration

accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Through June 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution

from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, approximately $251,000 in loans from

the Sponsor (which were fully repaid on August 12, 2019), and the net proceeds from the consummation of the Private Placement

not held in the Trust Account.

As of June 30, 2020,

accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue

as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal

course of business.

Through September 30, 2020, the Company’s liquidity needs have been satisfied through receipt of a $25,000

capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, approximately

$251,000 in loans from the Sponsor (which were fully repaid on August 12, 2019), and the net proceeds from the consummation of

the Private Placement not held in the Trust Account.

As of September 30, 2020,

the Company had approximately $11,000 in its operating bank account, approximately $2.9 million of gain on marketable securities,

dividends and interest held in Trust Account available to fund a Business Combination (less up to $100,000 of interest to pay

dissolution expenses and net of taxes payable), and a working capital deficit of approximately $693,000 (including approximately

dividends and interest held in Trust Account available to fund a Business Combination (less up to $100,000 of interest to pay dissolution

expenses and net of taxes payable), and a working capital deficit of approximately $1.0 million (including approximately $391,000

in tax obligations, which will be paid using investment income held in the Trust Account).

In addition, in order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

As of June 30, 2020, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the Company has access to funds

from the Sponsor that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business

Combination or for a minimum of one year from the date of issuance of these unaudited condensed financial statements.

in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards

Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a

Going Concern,”

management has determined that the Company’s mandatory liquidation and subsequent dissolution raise

substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying

amounts of assets or liabilities should the Company be required to liquidate and dissolve after July 30, 2021.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors intend to, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan.

has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of

the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of

these unaudited condensed consolidated financial statements.

However, in connection with the Company’s assessment of going

concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the Company’s

mandatory liquidation and subsequent dissolution, should the Company be unable to consummate a Business Combination

by July 2021, raise substantial doubt about the Company’s ability to continue as a going

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

and dissolve after July 30, 2021.

Summary of Significant Accounting Policies

preparation of these financial statements in conformity with GAAP requires the Company’s management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

the date of the balance sheet and the reported amounts of revenue and expenses during the reporting period.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance

sheet, which management considered in formulating its estimate, could change due to one or more future events.

Actual results

could differ from these estimates.

preparation of these condensed consolidated financial statements in conformity with GAAP requires the Company’s

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

contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during

the reporting period.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could

change due to one or more future events.

Actual results could differ from these estimates.

Concentration

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which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in the Trust Account.

At June 30, 2020, the Company has not experienced losses on these accounts, and management believes that the Company is not exposed

to significant risks on such accounts.

The Company’s investments held in the Trust Account as of June 30, 2020 is comprised

of money market funds which invest only in direct U.S.

At September 30, 2020, the Company has not experienced losses on these accounts, and management believes that the Company is not

exposed to significant risks on such accounts.

The Company’s investments held in the Trust Account as of September 30, 2020

are comprised of money market funds which invest only in direct U.S.

government treasury obligations.

of Consolidation

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger

Sub, at September 30, 2020.

All significant inter-company transactions and balances have been eliminated in consolidation.

Held in the Trust Account

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Gains and losses resulting from the change in fair value of these securities is included in gain on marketable

securities, dividends and interest held in Trust Account in the accompanying unaudited condensed statement of operations.

estimated fair values of investments held in the Trust Account are determined using available market information.

securities, dividends and interest held in Trust Account in the accompanying unaudited condensed consolidated statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Value of Financial Instruments

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These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore

requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as

quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that

are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value

drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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level input that is significant to the fair value measurement.

of June 30, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and taxes payable approximate

of September 30, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, and taxes payable approximate

their fair values due to the short-term nature of the instruments.

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control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2020 and December 31, 2019, 30,082,207

and 30,047,981 shares of the Company’s Class A common stock subject to possible redemption, respectively, are presented

as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheets.

Accordingly, at September 30, 2020 and December 31, 2019, 30,002,915

and 30,047,981 shares of the Company’s Class A common stock subject to possible redemption, respectively, are presented as

temporary equity, outside of the stockholders’

equity section of the Company’s condensed consolidated balance sheets.

Income (Loss) Per Share of Common Stock

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stock method.

Company’s unaudited condensed statements of operations includes a presentation of income per share for common stock subject

to redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for the

Company’s Class A common stock for the three months ended June 30, 2020 is calculated by dividing (i) the gain on marketable

securities, dividends and interest held in Trust Account of approximately $130,000, net of applicable taxes and funds available

to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $77,000, resulting in an aggregate

of approximately $53,000, by (ii) the weighted average number of shares of the Company’s Class A common stock outstanding

for the period of 31,411,763 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the

three months ended June 30, 2020 is calculated by dividing (i) the net loss of approximately $124,000, less income attributable

to Public Shares of approximately $53,000, resulting in a net loss of approximately $177,000, by (ii) the weighted average number

of shares of the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

loss per share of common stock for the period from May 10, 2019 (inception) through June 30, 2019 is computed by dividing net

loss by the weighted average number of shares of common stock outstanding during the period.

At June 30, 2019, the Company did

not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and

then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period

income per share, basic and diluted for the Company’s Class A common stock for the six months ended June 30, 2020 is calculated

by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.1 million,

net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of

approximately $337,000, resulting in an aggregate of approximately $792,000, by (ii) the weighted average number of shares of

Company’s unaudited condensed consolidated statements of operations include a presentation of income per share for common

stock subject to redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted

for the Company’s Class A common stock for the three months ended September 30, 2020 is calculated by dividing (i) the gain

on marketable securities, dividends and interest held in Trust Account of approximately $25,000, net of applicable taxes and funds

available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $25,000, resulting in

net income of $0, by (ii) the weighted average number of shares of the Company’s Class A common stock outstanding for the

period of 31,411,763 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the three months

ended September 30, 2020 is calculated by dividing (i) the net loss of approximately $793,000, less income attributable to Public

Shares of $0, resulting in a net loss of approximately $793,000, by (ii) the weighted average number of shares of the Company’s

Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the three months ended September 30, 2019

is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number

of shares of the Company’s Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic

and diluted for the Company’s Class B common stock for the three months ended September 30, 2019 is calculated by dividing

(i) the net income of approximately $195,000, less income attributable to Public Shares of approximately $730,000, resulting in

a net loss of approximately $535,000, by (ii) the weighted average number of shares of the Company’s Class B common stock

outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the nine months ended September 30, 2020 is

calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2

million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations

of approximately $392,000, resulting in an aggregate of approximately $761,000, by (ii) the weighted average number of shares of

the Company’s Class A common stock outstanding for the period of 31,411,763 shares.

Net loss per share, basic and diluted

for the Company’s Class B common stock for the six months ended June 30, 2020 is calculated by dividing (i) the net income

of approximately $342,000, less income attributable to Public Shares of approximately $792,000, resulting in a net loss of approximately

$449,000, by (ii) the weighted average number of shares of the Company’s Class B common stock outstanding for the period

of 7,852,941 shares.

The Company follows

the asset and liability method of accounting for income taxes.

for the Company’s Class B common stock for the nine months ended September 30, 2020 is calculated by dividing (i) the net

loss of approximately $451,000, less income attributable to Public Shares of approximately $761,000, resulting in a net loss of

approximately $1.2 million, by (ii) the weighted average number of shares of the Company’s Class B common stock outstanding

for the period of 7,852,941 shares.

income per share, basic and diluted for the Company’s Class A common stock for the period from May 10, 2019 (inception)

through September 30, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust

Account of approximately $1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for

franchise and income tax obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the

weighted average number of shares of the Company’s Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for the Company’s Class B common stock for the period from May 10, 2019 (inception)

through September 30, 2019 is calculated by dividing (i) the net income of approximately $138,000, less income attributable to

Public Shares of approximately $730,000, resulting in a net loss of approximately $591,000, by (ii) the weighted average number

of shares of the Company’s Class B common stock outstanding for the period of 7,852,941 shares.

The Company’s taxable

income primarily consists of interest income on the Trust Account.

The Company’s general and administrative expenses are

generally considered start-up costs and are not currently deductible.

During the three and nine months ended September 30, 2020,

approximately $5,000 and $242,000 were recorded as income tax expense, respectively.

The Company’s effective tax rates for

the three and nine months ended September 30, 2020 were negative 1% and 116%, respectively, which differ from the expected income

tax rate due to the start-up costs which are not deductible.

The Company follows the

asset and liability method of accounting for income taxes.

Deferred tax assets and liabilities are recognized for the estimated

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and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to

taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As of June 30,

2020, and December 31, 2019, the Company had a deferred tax asset of approximately $338,000 and $223,000, respectively, which

had a full valuation allowance recorded against it of approximately $338,000 and $223,000, respectively.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As of September 30, 2020,

and December 31, 2019, the Company had a deferred tax asset of approximately $509,000 and $223,000, respectively, which had a full

valuation allowance recorded against it of approximately $509,000 and $223,000, respectively.

tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2020 and December 31, 2019.

The Company recognizes accrued interest and

penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and

penalties as of June 30, 2020 and December 31, 2019.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest

and penalties as of September 30, 2020 and December 31, 2019.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations

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Accounting Pronouncements

Management does not believe

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact

on the Company’s unaudited condensed financial statements.

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

a material impact on the Company’s unaudited condensed consolidated financial statements.

Initial Public Offering

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to exchange their shares of common stock for cash, securities or other property.

Founder Shares are also subject to the Founders Stock Letter described in Note 1.

Placement Warrants

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then repaid the Note in full to the Sponsor on August 12, 2019.

the three months ended September 30, 2020, the Sponsor advanced approximately $129,000 to the Company to fund general administrative

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the

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The Company recorded

an aggregate of $30,000 and $60,000 during the three and six months ended June 30, 2020, respectively, in general and administrative

expenses in connection with the related agreement in the accompanying unaudited condensed statements of operations.

30, 2020, the Company recorded an aggregate of approximately $17,000 in related party accrued expenses.

an aggregate of $30,000 and $90,000 during the three and nine months ended September 30, 2020, respectively, as well as an aggregate

of $20,000 during the three months ended September 30, 2019 and for the period from May 10, 2019 (inception) through September

30, 2019, in general and administrative expenses in connection with the related agreement in the accompanying unaudited condensed

consolidated statements of operations.

As of September 30, 2020, the Company recorded an aggregate of approximately $46,000 in

related party accrued expenses.

Commitments and Contingencies

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Stockholders’

Class A Common

Stock —

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001

As of June 30, 2020, and December 31, 2019, there were 31,411,763 shares of Class A common stock issued and outstanding,

of which 30,082,207 and 30,047,981 shares of Class A common stock were classified outside of permanent equity, respectively.

Class A Common Stock —

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share.

As of September

30, 2020, and December 31, 2019, there were 31,411,763 shares of Class A common stock issued and outstanding, of which 30,002,915

and 30,047,981 shares of Class A common stock were classified outside of permanent equity, respectively.

B Common Stock —

The Company is authorized to issue 20,000,000 shares of Class B common stock.

the Company issued 8,625,000 shares of Class B common stock, including an aggregate of up to 1,125,000 shares of Class B common

stock that were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share.

2019, the Company issued 8,625,000 shares of Class B common stock, including an aggregate of up to 1,125,000 shares of Class

B common stock that were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the

underwriters’

over-allotment option for the Initial Public Offering was not exercised in full.

On September 6, 2019, the underwriters purchased

the Over-allotment Units, and the remaining over-allotment option subsequently expired.

As a result, an aggregate of 772,059 shares

of Class B common stock were forfeited accordingly.

As of June 30, 2020, and December 31, 2019, there were 7,852,941 shares of

Class B common stock outstanding.

On September 6, 2019,

the underwriters purchased the Over-allotment Units, and the remaining over-allotment option subsequently expired.

result, an aggregate of 772,059 shares of Class B common stock were forfeited accordingly.

As of September 30, 2020, and

December 31, 2019, there were 7,852,941 shares of Class B common stock outstanding.

to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote on the

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board of directors.

As of June 30, 2020, and December 31, 2019, there were no shares of preferred stock issued or outstanding.

As of September 30, 2020, and December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants —

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prior written notice of redemption;

and only if, the last sales price of the Class A common stock equals or exceeds $18.00

per share on each of 20 trading days within the 30-trading day period ending on the third

trading day prior to the date on which the Company sends the notice of redemption to

the warrant holders.

and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days

within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of

redemption to the warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

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whole and not in part;

a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the

warrant agreement based on the redemption date and the “fair market value”

a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in

the warrant agreement based on the redemption date and the “fair market value”

of the Class A common stock;

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prior written notice of redemption;

and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day

prior to the date on which the Company sends the notice of redemption to the warrant holders.

and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading

day prior to the date on which the Company sends the notice of redemption to the warrant holders.

exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

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following tables present information about the Company’s financial assets that are measured at fair value on a recurring

basis as of June 30, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques that the Company

utilized to determine such fair value.

Quoted Prices in Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

basis as of September 30, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques that the

Company utilized to determine such fair value.

Quoted Prices in Active

Significant Other Observable

Significant Other Unobservable

Investments held in Trust Account

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to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods.

There were no transfers between levels of the

hierarchy for the three and six months ended June 30, 2020.

There were no transfers between levels of

the hierarchy for the three and nine months ended September 30, 2020.

Subsequent Events

has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed

financial statements were available for issuance require potential adjustment to or disclosure in the unaudited condensed

connection with the Proposed Transactions, on October 19, 2020, the Company filed a registration statement on Form S-4 (the “Registration

Statement”) with the SEC, which includes a preliminary proxy statement/prospectus of the Company and consent solicitation

statement of ChargePoint.

The Company also plans to file other documents with the SEC regarding the Proposed Transactions.

the Registration Statement has been cleared by the SEC, a definitive proxy statement/prospectus/consent solicitation statement

will be mailed to the stockholders of the Company and ChargePoint.

has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed consolidated

financial statements were available for issuance require potential adjustment to or disclosure in the unaudited condensed consolidated

financial statements and has concluded that all such events that would require recognition or disclosure have been recognized

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

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and

uncertainties.

Note Regarding Forward-Looking Statements

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(i) the completion of our initial business combination and (ii) the distribution

of the Trust Account as described below.If we are unable to complete an initial business combination within 24 months from the

of the Trust Account as described below.

If we are unable to complete an initial business combination within 24 months from the

closing of the Public Offering, or July 30, 2021, we will (i) cease all operations except for the purpose of winding up, (ii)

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of Operations

only activities from inception through June 30, 2020 related to our formation and the Public Offering, and, since the closing

only activities from inception through September 30, 2020 related to our formation and the Public Offering, and, since the closing

of the Public Offering, the search for a prospective initial business combination.

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pursuit of our acquisition plans.

the three months ended June 30, 2020, we had a net loss of approximately $124,000, which consisted of approximately $130,000 of

gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $177,000 in general and administrative

expenses, $50,000 in franchise tax expense, and approximately $27,000 in income tax expense.

the period from May 10, 2019 (inception) through June 30, 2019, we had a net loss of approximately $56,000, which consisted solely

of approximately $56,000 in general and administrative expenses.

the six months ended June 30, 2020, we had net income of approximately $342,000, which consisted of approximately $1.1 million

the three months ended September 30, 2020, we had a net loss of approximately $793,000, which consisted of approximately $25,000

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $763,000 in general and

administrative expenses, $50,000 in franchise tax expense, and approximately $5,000 in income tax expense.

the three months ended September 30, 2019, we had net income of approximately $195,000, which consisted of approximately $1.0

million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $535,000 in general

and administrative expenses, $78,000 in franchise tax expense, and approximately $194,000 in income tax expense.

the nine months ended September 30, 2020, we had a net loss of approximately $451,000, which consisted of approximately $1.2 million

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $1.2 million in general

and administrative expenses, $150,000 in franchise tax expense, and approximately $242,000 in income tax expense.

the period from May 10, 2019 (inception) through September 30, 2019, we had net income of approximately $138,000, which consisted

of approximately $1.0 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately

$590,000 in general and administrative expenses, $78,000 in franchise tax expense, and approximately $194,000 in income tax expense.

Business Combination

September 23, 2020, we entered into the business combination agreement and plan of reorganization (the “Business Combination

Agreement”) with Lightning Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger

Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”).

Pursuant to the Business Combination Agreement,

among other things, Merger Sub will be merged with and into ChargePoint (the “Merger,”

together with the other transactions

related thereto, the “Proposed Transactions”), with ChargePoint surviving the Merger as a wholly owned subsidiary

of the Company.

For more information regarding the Proposed Transactions, please refer to Note 1 to the financial statements included

in Item 1 of this Quarterly Report on Form 10-Q.

Concern Consideration

unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which

contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

As of June 30, 2020, we had approximately $42,000 in our operating bank account, approximately $3.4 million of gain on

marketable securities, dividends and interest held in Trust Account available to fund a business combination (less up to $100,000

of interest to pay dissolution expenses and net of taxes payable), and a working capital deficit of approximately $693,000 (including

approximately $816,000 in tax obligations, which will be paid using investment income held in Trust Account).

In addition, in

order to 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 (“Working Capital Loans”).

As of June 30, 2020, there were no amounts outstanding under any Working Capital Loan .

liquidity needs up to June 30, 2020 were satisfied through receipt of a $25,000

unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

As of September 30, 2020, we had approximately $11,000 in our operating bank account, approximately $2.9 million of gain

on marketable securities, dividends and interest held in Trust Account available to fund a business combination (less up to $100,000

of interest to pay dissolution expenses and net of taxes payable), and a working capital deficit of approximately $1.0 million

(including approximately $391,000 in tax obligations, which will be paid using investment income held in Trust Account).

in order to 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 (“Working Capital Loans”).

As of September 30, 2020, there were no amounts outstanding under any Working Capital Loan .

liquidity needs up to September 30, 2020 were satisfied through receipt of a $25,000

capital contribution from our Sponsor in exchange for the issuance of shares of our Class B common stock to our Sponsor (the “Founder

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the consummation of an initial business combination or for a minimum of one year from the date of issuance of the unaudited condensed

financial statements.

However, in connection with our assessment of going concern considerations in accordance with Financial

Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability

to Continue as a Going Concern,”

consolidated financial statements.

However, in connection with our assessment of going concern considerations in accordance with

Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,”

management has determined that the Company’s mandatory liquidation and subsequent

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Services Agreement

Commencing on the date

that our securities were first listed on the New York Stock Exchange and continuing until the earlier of our consummation of an

initial business combination or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office space,

utilities, secretarial support and administrative services.

We recorded an aggregate of $30,000 and $60,000 for the three and six

months ended June 30, 2020, respectively, in general and administrative expenses in connection with the related agreement in the

accompanying condensed statements of operations.

As of June 30, 2020, we recorded an aggregate of approximately $17,000 in related

party accrued expenses.

on the date that our securities were first listed on the New York Stock Exchange and continuing until the earlier of our consummation

of an initial business combination or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office

space, utilities, secretarial support and administrative services.

We recorded an aggregate of $30,000 and $90,000 for the three

and nine months ended September 30, 2020, respectively, in general and administrative expenses in connection with the related

agreement in the accompanying condensed consolidated statements of operations.

We recorded an aggregate of $20,000 during

the three months ended September 30, 2019 and for the period from May 10, 2019 (inception) through September 30, 2019 in general

and administrative expenses in connection with the related agreement in the accompanying unaudited condensed consolidated statements

of operations.

As of September 30, 2020, we recorded an aggregate

of approximately $46,000 in related party accrued expenses.

Accounting Policies

of Class A Common Stock Subject to Possible Redemption

of our Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured

at fair value.

Conditionally redeemable shares of our Class A common stock (including shares of our Class A common stock that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within our control) are classified as temporary equity.

At all other times, shares of our Class A common stock

are classified as stockholders’

Shares of our Class A common stock feature certain redemption rights that are considered

to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of June 30, 2020 and December

of our Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at

Conditionally redeemable shares of our Class A common stock (including shares of our Class A common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within our control) are classified as temporary equity.

At all other times, shares of our Class A common stock are classified

as stockholders’

Shares of our Class A common stock feature certain redemption rights that are considered to be outside

of our control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2020 and December 31,

2019, 30,002,915 and 30,047,981 shares of our Class A common stock subject to possible redemption, respectively, are presented

as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheets.

equity section of the Company’s condensed consolidated balance sheets.

Income (Loss) Per Share of Common Stock

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calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method.

unaudited condensed statement of operations includes a presentation of income per share for common stock subject to redemption

in a manner similar to the two-class method of income per share.

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

stock for the three months ended June 30, 2020 is calculated by dividing (i) the gain on marketable securities, dividends and

interest held in Trust Account of approximately $130,000, net of applicable taxes and funds available to be withdrawn from the

Trust Account for franchise and income tax obligations of approximately $77,000, resulting in an aggregate of approximately $53,000,

by (ii) the weighted average number of shares of our Class A common stock outstanding for the period of 31,411,763 shares.

loss per share, basic and diluted for our Class B common stock for the three months ended June 30, 2020 is calculated by dividing

(i) the net loss of approximately $124,000, less income attributable to Public Shares of approximately $53,000, resulting in a

unaudited condensed consolidated statements of operations include a presentation of income per share for common stock subject to

redemption in a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for our Class

A common stock for the three months ended September 30, 2020 is calculated by dividing (i) the gain on marketable securities, dividends

and interest held in Trust Account of approximately $25,000, net of applicable taxes and funds available to be withdrawn from the

Trust Account for franchise and income tax obligations of approximately $25,000, resulting in net income of $0, by (ii) the weighted

average number of shares of our Class A common stock outstanding for the period of 31,411,763 shares.

Net loss per share, basic

and diluted for our Class B common stock for the three months ended September 30, 2020 is calculated by dividing (i) the net loss

of approximately $793,000, less income attributable to Public Shares of $0, resulting in a net loss of approximately $793,000,

by (ii) the weighted average number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the three months ended September 30, 2019 is calculated by

dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.0 million, net

of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately

$272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number of shares of our Class A common

stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for our Class B common stock for

the three months ended September 30, 2019 is calculated by dividing (i) the net income of approximately $195,000, less income

attributable to Public Shares of approximately $730,000, resulting in a net loss of approximately $535,000, by (ii) the weighted

average number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the nine months ended September 30, 2020 is calculated by

dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.2 million, net

of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately

$392,000, resulting in an aggregate of approximately $761,000, by (ii) the weighted average number of shares of our Class A common

stock outstanding for the period of 31,411,763 shares.

Net loss per share, basic and diluted for our Class B common stock for the

nine months ended September 30, 2020 is calculated by dividing (i) the net loss of approximately $451,000, less income attributable

to Public Shares of approximately $761,000, resulting in a net loss of approximately $1.2 million, by (ii) the weighted average

number of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

income per share, basic and diluted for our Class A common stock for the period from May 10, 2019 (inception) through September

30, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$1.0 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $272,000, resulting in an aggregate of approximately $730,000, by (ii) the weighted average number

of shares of our Class A common stock outstanding for the period of 30,627,450 shares.

Net loss per share, basic and diluted for

our Class B common stock for the period from May 10, 2019 (inception) through September 30, 2019 is calculated by dividing (i)

the net income of approximately $138,000, less income attributable to Public Shares of approximately $730,000, resulting in a

net loss of approximately $591,000, by (ii) the weighted average number of shares of our Class B common stock outstanding for

the period of 7,852,941 shares.

loss per share of common stock for the period from May 10, 2019 (inception) through June 30, 2019 is computed by dividing net

loss by the weighted average number of shares of common stock outstanding during the period.

At June 30, 2019, we did not have

any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share

in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

income per share, basic and diluted for our Class A common stock for the six months ended June 30, 2020 is calculated by dividing

(i) the gain on marketable securities, dividends and interest held in Trust Account of approximately $1.1 million, net of applicable

taxes and funds available to be withdrawn from the Trust Account for franchise and income tax obligations of approximately $337,000,

resulting in an aggregate of approximately $792,000, by (ii) the weighted average number of shares of our Class A common stock

outstanding for the period of 31,411,763 shares.

Net loss per share, basic and diluted for our Class B common stock for the six

months ended June 30, 2020 is calculated by dividing (i) the net income of approximately $342,000, less income attributable to

Public Shares of approximately $792,000, resulting in a net loss of approximately $449,000, by (ii) the weighted average number

of shares of our Class B common stock outstanding for the period of 7,852,941 shares.

Accounting Pronouncements

We do not believe that any recently issued, but not yet effective,

accounting pronouncements, if currently adopted, would have a material impact on our financial statements.

do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material impact on our financial statements.

Off-Balance Sheet Arrangements

of June 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law.

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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-Q

Item 1. Financial Statements