Item 1A. Risk Factors
Item 1A.
Risk Factors
In
addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed
in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with
the SEC on March 30, 2020 (“2019 Annual Report”). Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Except as noted below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes in the risk factors
discussed in Part I, Item 1A “Risk Factors” in our 2019 Annual Report.
The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the
interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption
amount received by public stockholders may be less than $10.00 per share.
The
proceeds held in the Trust Account are invested only in U.S. Treasury securities with an original maturity of 185 days or less,
or in money market funds which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury
obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central
banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve
has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very
low or negative yields, the amount of interest income (which we are permitted to use for payment of our franchise and income tax
obligations and up to $100,000 of dissolution expenses) would be reduced. In the event that we are unable to complete our initial
business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders
will be entitled to receive their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses). Negative interest rates could impact the per-share redemption amount that
may be received by public stockholders.
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