What changed in this filing

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Item 1. Business

2021-02-10 compared with 2020-03-30 · 118 added, 833 removed, 61 unchanged (94% of the section changed)

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

We have reviewed, and continue to review, a number of opportunities to enter into an initial business combination with an operating

business, but we are not able to determine at this time whether we will complete an initial business combination with any of the

target businesses that we have reviewed or with any other target business.

to our Public Offering, on May 16, 2019, our Sponsor purchased an aggregate of 8,625,000 shares of our Class B common stock,

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In September 2019, the underwriters purchased 1,411,763 of

the Overallotment Units (as defined below), and the remaining overallotment option subsequently expired.

the Over-allotment Units (as defined below), and the remaining overallotment option subsequently expired.

As a result, our Sponsor

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directors) are referred to herein as our “initial stockholders.”

the Closing Date, we consummated our Public Offering of 30,000,000 units at a price of $10.00 per unit, generating gross proceeds

the IPO Closing Date, we consummated our Public Offering of 30,000,000 units at a price of $10.00 per unit, generating gross proceeds

to us of $300.0 million.

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connection with the Public Offering, the underwriters of the Public Offering were granted an option to purchase up to an additional

4,500,000 units (the “Overallotment Units”).

4,500,000 units (the “Over-allotment Units”).

On September 4, 2019, the underwriters partially exercised their overallotment

option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Overallotment Units at an offering price of $10.00

option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units at an offering price of $10.00

per unit, generating gross proceeds to us of approximately $14.1 million.

Simultaneously with the sale of these Overallotment

Simultaneously with the sale of these Over-allotment

Units, we completed a private placement with our Sponsor for an additional 188,235 Private Placement Warrants at a purchase price

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based trust account (the “Trust Account”), with Continental Stock Transfer & Trust

Company acting as trustee (“Trustee”).

The approximately $314.1 million of net proceeds held in the Trust Account

includes approximately $10.9 million of deferred underwriting discounts and commissions that will be released to the underwriters

of the Public Offering upon completion of our initial business combination.

Of the gross proceeds from the Public Offering and

the sale of the Private Placement Warrants that were not deposited in the Trust Account, approximately $6.2 million was used to

pay underwriting discounts and commissions in the Public Offering, $251,000 was used to repay loans and advances from our Sponsor,

and the balance was reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses

on prospective acquisitions and continuing general and administrative expenses.

Company acting as trustee.

The approximately $314.1 million of net proceeds held in the Trust Account includes approximately $10.9

million of deferred underwriting discounts and commissions that will be released to the underwriters of the Public Offering upon

completion of our initial business combination.

Of the gross proceeds from the Public Offering and the sale of the Private Placement

Warrants that were not deposited in the Trust Account, approximately $6.2 million was used to pay underwriting discounts and commissions

in the Public Offering, $251,000 was used to repay loans and advances from our Sponsor, and the balance was reserved to pay accrued

offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing

general and administrative expenses.

shares of our Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial

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issued or issuable to any seller in the initial business combination).

September 16, 2019, we announced that holders of the Units sold in our Public Offering may elect to separately trade the shares

of Class A common stock and Warrants included in the Units.

The shares of Class A common stock and Warrants that are separated

trade on the New York Stock Exchange (“NYSE”) under the symbols “SBE”

Units began trading on the New York Stock Exchange (“NYSE”) under the Symbol “SBE.U”

on July 26, 2019.

Commencing on September 16, 2019, we announced that holders of the Units sold in our Public Offering may elect to separately trade

the shares of Class A common stock and Warrants included in the Units.

The shares of Class A common stock and Warrants that

are separated trade on the NYSE under the symbols “SBE”

and “SBE WS,”

respectively.

Those units not separated continue to trade on the NYSE under the symbol “SBE.U.”

Sponsor is a portfolio company of NGP XII, an energy-focused private equity fund with a mandate to make investments in energy

and natural resources, with an emphasis on investments in businesses and/or assets in:

the upstream and midstream energy sectors,

principally in North America (including, without limitation, the exploration and/or production of hydrocarbons, the ownership

and management of mineral and royalty interests, and the processing, transportation, storage and/or logistics relating to hydrocarbons);

and the oilfield and related energy services sectors.

Although we may pursue an acquisition opportunity in any business or industry,

or one that does not fit with NGP XII’s mandate, we intend to capitalize on the ability of our management team and the broader

NGP platform to identify, acquire and operate a business in the energy industry that may provide opportunities for attractive

risk-adjusted returns for our stockholders.

intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience in the

energy sector and the public company expertise our management team possesses, or that relies on the target’s executive and

operational expertise but presents potential for an attractive risk-adjusted return profile under our stewardship.

Even fundamentally

sound companies can often under-perform their potential due to underinvestment, a temporary period of dislocation in the markets

in which they operate, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate

business strategies.

Our management team has extensive experience in identifying and executing such full-potential acquisitions

in the energy industry.

In addition, our team has significant hands-on experience working with private companies in preparing

for and executing an initial public offering and serving as active owners and directors by working closely with these companies

to continue their transformations and help create value in the public markets.

believe that our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that its

contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers,

in addition to the energy industry reach of the NGP platform, will enable us to pursue a broad range of opportunities.

Our management

believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition

McNeill, our Chief Executive Officer, Chief Financial Officer and director, has over 20 years of experience in the energy industry.

McNeill served as Chief Financial Officer of RSP Permian, Inc.

(“RSP”) from April 2013 through the completion

of its acquisition by Concho Resources, Inc.

(“Concho”) in July 2018.

McNeill also served as a member of the board

of directors of RSP from December 2013 through July 2018.

McNeill joined RSP prior to its initial public offering in January

2014 (“IPO”) and helped build the organization during its early growth phase while positioning it for its IPO.

McNeill’s tenure at RSP, RSP’s production grew from approximately 2,500 barrels of oil equivalents (“boe”)

per day to approximately 80,000 boe per day, and RSP executed over $13 billion in M&A transactions and approximately $7 billion

of financings.

Before joining RSP, Mr.

McNeill served as a managing director in the energy investment banking group of Raymond

James Financial, Inc., advising companies operating in the exploration and production, midstream, and energy service and equipment

segments of the energy industry.

McNeill holds a B.B.A from Baylor University and an M.B.A from the University of Texas at

Austin and is a certified public accountant in the State of Texas.

Mutrie, our Chief Commercial Officer, General Counsel, Secretary and director, served as RSP’s Vice President, General Counsel

and Corporate Secretary from June 2014 through the completion of the acquisition of RSP by Concho in July 2018.

During his tenure,

Mutrie led the negotiation and execution of approximately $13 billion of M&A transactions and over $6 billion of financings,

and oversaw Legal, Information Technology, Health and Safety, Human Resources and Government Affairs at RSP.

While at RSP, Mr.

Mutrie was a board member of the Texas Oil and Gas Association, the largest and oldest group in Texas representing petroleum interests.

Prior to RSP, Mr.

Mutrie served as General Counsel and Compliance Officer at United Surgical Partners International (NASDAQ:

From October 2003 to January 2007, Mr.

Mutrie practiced corporate law at Vinson & Elkins L.L.P., representing public and private

companies in M&A transactions and capital market offerings, predominantly in the oil and gas industry.

Mutrie holds a

from Cornell University, a J.D.

from Northwestern University School of Law, a Certificate in Financial Management from Cornell

University and a Certificate in Financial Skills for The Energy Industry from SMU Cox School of Business, Executive Education.

Rosinski, our Chief Operating Officer, joined RSP in September 2014 and served as RSP’s Vice President of Reservoir Engineering

from February 2017 through the completion of RSP’s acquisition by Concho in July 2018.

Rosinski led the valuation

and technical analysis of M&A opportunities and oversaw the company’s corporate engineering functions, including production

forecasting and budgeting, reserve additions and RSP’s asset development efforts.

Prior to RSP, Josh served as Vice President

of Engineering at Simmons & Company International (“Simmons & Co.”) in the upstream advisory group where he

directed engineering valuations supporting transactions across a variety of basins across the continental United States.

to Simmons & Co., Mr.

Rosinski managed and implemented completion engineering operations in the East Texas Haynesville asset

for Exco Resources, Inc.

Rosinski began his career at Devon Energy Corporation in Houston and worked in multiple operational,

reservoir, and corporate engineering functions throughout Texas and Louisiana assets.

Rosinski graduated from Texas A&M

in Petroleum Engineering.

Sponsor is a portfolio company of NGP XII, and is owned by NGP XII and certain members of our management team.

NGP has considerable

experience investing in the energy industry.

Since NGP’s founding in 1988, NGP Funds have raised approximately $20.0 billion

of capital commitments from investors and invested in more than 215 portfolio companies across 12 private funds.

NGP has experience

investing across a variety of commodity price cycles and a track record of identifying high-quality assets, businesses and management

teams with significant resources, capital and optimization potential.

past performance of our management team and NGP is not a guarantee either (i) of success with respect to any business combination

we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.

not rely on the historical record of our management’s or NGP’s performance as indicative of our future performance.

acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in

the energy industry in North America that complements the experience of our management team and can benefit from its operational

expertise and/or executive oversight.

Our acquisition strategy will leverage our team’s network of potential proprietary

and public transaction sources where we believe a combination of our relationships, knowledge and experience in the energy industry

could effect a positive transformation or augmentation of existing businesses or properties to improve their overall value proposition.

Our goal is to form a focused business with multiple competitive advantages and the potential to generate cash flow in excess

of its capital.

We would expect to grow the business over time, both organically and through acquisitions, with a focus on consistently

achieving attractive returns on capital and maintaining conservative balance sheet metrics.

plan to utilize the network and industry experience of our management team and NGP in seeking an initial business combination

and employing our acquisition strategy.

Over the course of their careers, the members of our management team and their affiliates

have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition

opportunities.

This network has been developed through our management team’s extensive experience in both investing in and

operating in the energy industry.

We will additionally leverage NGP’s considerable experience investing in the energy industry;

since 1988, NGP Funds have raised approximately $20.0 billion of capital commitments from investors and invested in more than

215 portfolio companies across 12 private funds.

with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

prospective targets.

We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter

into our initial business combination with a target that does not meet these criteria and guidelines.

We intend to acquire target

businesses that we believe:

are fundamentally sound but that we believe

can achieve better results by leveraging the operating and financial experience of our management team and NGP and/or combining

these businesses into a public vehicle run by our management team;

can utilize the extensive networks and insights

that our management team and NGP have built in the energy industry;

are at an inflection point, such as requiring

additional management expertise, are able to innovate through new operational techniques, or where we believe we can drive

improved financial performance;

exhibit unrecognized value or other characteristics,

desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe have

been misevaluated by the marketplace based on our analysis and due diligence review;

will offer an attractive risk-adjusted return

for our stockholders.

will seek to acquire the target on terms and in a manner that leverages our management team’s experience investing within

the energy industry.

Potential upside from growth in the target business and an improved capital structure will be weighed against

any identified downside risks.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management may deem relevant.

In the event that we decide to enter into our initial business combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria

in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation

or tender offer materials that we would file with the SEC.

Business Combination

NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80%

of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount

of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial business combination.

Our board will make the determination as to the fair market value of a target business or businesses.

If our board is not able

to independently determine the fair market value of a target business or businesses, we will obtain an opinion from an independent

investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent

accounting firm with respect to the satisfaction of such criteria.

amended and restated certificate of incorporation requires the affirmative vote of a majority of our board of directors, which

must include a majority of our independent directors and each of the non-independent directors nominated by our Sponsor, to approve

our initial business combination.

may pursue an acquisition opportunity jointly with our Sponsor, or one or more other entities affiliated with NGP, including other

NGP Funds, other NGP Fund portfolio companies, and/or one or more investors in the NGP Funds, which we refer to as an “Affiliated

Joint Acquisition.”

Any such parties may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked

Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership

of our then-existing stockholders.

Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B common

stock, issuances or deemed issuances of Class A common stock or equity-linked securities would result in an adjustment to the

ratio at which shares of Class B common stock shall convert into shares of Class A common stock such that our initial stockholders

and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number

of all shares of common stock outstanding upon completion of our Public Offering plus all shares of Class A common stock and equity-linked

securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the business combination), unless the holders of a majority of the then-outstanding

shares of Class B common stock agreed to waive such adjustment with respect to such issuance or deemed issuance at the time thereof.

Our Sponsor and its affiliates have no obligation to make any such investment, and may compete with us for potential business

combinations.

anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which

our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses,

or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the

target business in order to meet certain objectives of the target management team or stockholders, or for other reasons, including

an Affiliated Joint Acquisition as described above.

However, we will only complete a business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the

voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in

the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the

issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own

less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such

business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business

combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of

the transactions and we will treat the target businesses together as the initial business combination for seeking stockholder

approval or for purposes of a tender offer, as applicable.

Acquisition Process

evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other

things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial

and other information that will be made available to us.

We will also utilize our operational and capital allocation experience.

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

or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor,

officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking

firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to the Company

from a financial point of view.

XII, members of our management team (other than members of our board of directors who are employees of NGP), and our independent

directors own (directly or indirectly) Founder Shares and/or Private Placement Warrants.

Through their direct or indirect interest

in NGP XII, members of our board of directors who are employees of NGP currently own an indirect interest in us.

Each member of

our management team may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of

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

directors was included by a target business as a condition to any agreement with respect to our initial business combination.

of our directors presently have, and any of our officers and directors in the future may have additional, fiduciary or contractual

obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable

for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such opportunity to such other entity.

We do not believe, however, that the fiduciary duties

or contractual obligations of our officers or directors will materially affect our ability to complete our business combination.

In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary

or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as

a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would

otherwise be reasonable for us to pursue.

Sponsor, officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other

blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed

to complete our initial business combination within the required timeframe.

Management Team

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

of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any members of our management team will devote in any time period will vary based on whether a target business has been selected

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

Over the course of their careers, the members

of our management team have developed a broad network of contacts and corporate relationships.

This network has grown through

the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships

with sellers, financing sources and target management teams and the experience of our management team in executing transactions

under varying economic and financial market conditions.

See “Part III, Item 10.

Directors, Executive Officers and Corporate

Governance”

for a more complete description of our management team’s experience.

as a Public Company

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

As an existing public company,

we offer a target business an alternative to the traditional initial public offering through a merger or other business combination

In a business combination transaction with us, the owners of the target business may, for example, exchange their shares

of stock in the target business for shares of our Class A common stock (or shares of a new holding company) or for a combination

of shares of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses will find

this method a more certain and cost-effective method to becoming a public company than the typical initial public offering.

typical initial public offering process takes a significantly longer period of time than the typical business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

that may not be present to the same extent in connection with a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriters’

ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or could have negative valuation consequences.

Once public, we believe

the target business would then have greater access to capital, an additional means of providing management incentives consistent

with stockholders’

interests and the ability to use its equity as currency for acquisitions.

Being a public company can

offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek

stockholder approval of any proposed initial business combination, negatively.

Those units not separated

continue to trade on the NYSE under the symbol “SBE.U.”

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may

be more volatile.

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less

attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

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We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of our Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted

for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means

the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and

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

our Initial Business Combination

intend to effectuate our initial business combination using cash from the proceeds of our Public Offering and the sale of the

Private Placement Warrants, our capital stock, debt or a combination of the foregoing.

We may seek to complete our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, which

would subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the Trust

Account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases

of our Class A common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate

purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest

due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you

that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those

risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely

affect a target business.

may need to obtain additional financing to complete our initial business combination, either because the transaction requires

more cash than is available from the proceeds held in the Trust Account or because we become obligated to redeem a significant

number of shares of our Class A common stock upon completion of the business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

There are no prohibitions on our ability to issue securities

or incur debt in connection with our initial business combination.

We are not currently a party to any arrangement or understanding

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

of Target Businesses

are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our

Sponsor, officers or directors, or from making the acquisition through a joint venture or other form of shared ownership with

our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business combination

target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an

opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an

initial business combination is fair to the Company from a financial point of view.

We are not required to obtain such an opinion

in any other context.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of

any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such

business combination opportunity to such entity prior to presenting such business combination opportunity to us.

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

We may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary

or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial business combination,

or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked

of a Target Business and Structuring of our Initial Business Combination

NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate

fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working

capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to

enter into the initial business combination.

The fair market value of the target or targets will be determined by our board of

directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation

or value of comparable businesses.

If our board is not able to independently determine the fair market value of the target business

or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm with respect to the satisfaction of such criteria.

We do not intend to purchase multiple businesses in unrelated

industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually

unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted

to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting

securities of the target or otherwise acquire an interest in the target sufficient for the post-transaction company not to be

required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity

interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired

by the post-transaction company is what will be valued for purposes of the NYSE’s 80% of net assets test.

the extent we effect our business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all significant risk factors.

evaluating a prospective target business, we expect to conduct a thorough due diligence review, which may encompass, among other

things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business

combination transaction.

costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with

which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can

use to complete another business combination.

The Company will not pay any consulting fees to members of our management team,

or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations

with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business.

In addition, we intend to focus our search for an initial business

combination in a single industry.

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

subject us to negative economic, competitive

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

we operate after our initial business combination, and

cause us to depend on the marketing and sale

of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting

our business combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with

any certainty.

The determination as to whether any of the members of our management team will remain with the combined company

will be made at the time of our initial business combination.

While it is possible that one or more of our directors will remain

associated in some capacity with us following our business combination, it is unlikely that any of them will devote their full

efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management team

will have significant experience or knowledge relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our

initial business combination.

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

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve our Initial Business Combination

may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of

our amended and restated certificate of incorporation.

However, we will seek stockholder approval if it is required by law or

applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder

approval is currently required under Delaware law for each such transaction.

of Transaction

Stockholder Approval is Required

Purchase of assets

Purchase of stock of target not involving a

merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

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

we issue shares of Class A common stock that

will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding (other than in a

public offering);

any of our directors, officers or substantial

security holders (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business

or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock

into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock

or 1% of the voting power outstanding before the issuance in the case of any of our directors or officers (b) 5% of the number

of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security

the issuance or potential issuance of common

stock will result in our undergoing a change of control.

Purchases of our Securities

the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares

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

will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary

of the completion of our Public Offering, (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted

for inflation pursuant to SEC rules from time to time), or (iii) in which we are deemed to be a large accelerated filer, which

means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last day of our

most recently completed fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt

during the prior three-year period.

Business Combination

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase

shares or Warrants in such transactions.

If they engage in such transactions, they will not make any such purchases when they

are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation

M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Such a purchase may include a contractual

acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof

and therefore agrees not to exercise its redemption rights.

the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required

to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute

a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private

rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject

to such rules, the purchasers will comply with such rules.

purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase

the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement

with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination,

where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of Warrants could be to reduce

the number of Warrants outstanding or to vote such Warrants on any matters submitted to the warrantholders for approval in connection

with our initial business combination.

Any such purchases of our securities may result in the completion of our business combination

that may not otherwise have been possible.

addition, if such purchases are made, the public “float”

of our common stock or Warrants may be reduced and the number

of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

Sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor,

officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly

or by our receipt of redemption requests submitted by stockholders (in the case of shares of Class A common stock) following our

mailing of proxy materials in connection with our initial business combination.

To the extent that our Sponsor, officers, directors,

advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders

who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial

business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination

but only if such shares have not already been voted at the stockholder meeting related to our initial business combination.

Sponsor, officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based

on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares

if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the

Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe

harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act.

Rule 10b-18 has certain

technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

of or Rule 10b-5 under the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange

Act to the extent such purchasers are subject to such reporting requirements.

Rights for Public Stockholders upon Completion of our Initial Business Combination

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon

the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination

including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income

taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The per-share amount

that we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts

and commissions we will pay to the underwriters of the Public Offering.

Our Sponsor, officers and directors have entered into

a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares

held by them and any public shares held by them in connection with the completion of our business combination.

on Redemptions

amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that

would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

However, the proposed business combination may require (i) cash consideration to be paid to the target or its owners,

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

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

In the event the aggregate cash

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

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

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

common stock submitted for redemption will be returned to the holders thereof.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon

the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business

combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business

combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under

applicable law or stock exchange listing requirement.

Asset acquisitions and stock purchases would not typically require stockholder

approval, while direct mergers with the Company where we do not survive and any transactions where we issue more than 20% of our

outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure a business combination transaction with a target business in a manner that requires stockholder approval, we will

not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.

We currently intend

to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or

stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business

or other legal reasons.

we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate

of incorporation:

conduct the redemptions in conjunction with

a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not

pursuant to the tender offer rules, and

file proxy materials with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business

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

common stock voted are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present

in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all

outstanding shares of capital stock of the Company entitled to vote at such meeting.

Our initial stockholders will count toward

this quorum and have agreed to vote their Founder Shares and any public shares purchased during or after the Public Offering in

favor of our initial business combination.

These quorum and voting thresholds, and the voting agreements of our initial stockholders,

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

Each public stockholder may elect to redeem

its public shares irrespective of whether it votes for or against the proposed transaction.

In addition, our Sponsor, officers

and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights

with respect to any Founder Shares and any public shares held by them in connection with the completion of a business combination.

we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate

of incorporation:

conduct the redemptions pursuant to Rule 13e-4

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

file tender offer documents with the SEC prior

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

the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which

regulates the solicitation of proxies.

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

Rule 10b5-1 under the Exchange Act to purchase shares of our Class A common stock in the open market if we elect to redeem our

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

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

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

until the expiration of the tender offer period.

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

tendering more than the number of public shares we are permitted to redeem.

If public stockholders tender more shares than we

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

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

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more

than an aggregate of 20% of the shares sold in our Public Offering, which we refer to as the “Excess Shares.”

this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders

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

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

this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our Public Offering could threaten

to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium

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

By limiting our stockholders’

ability to redeem no more

than 20% of the shares sold in our Public Offering without our prior consent, we believe we will limit the ability of a small

group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection

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

However, we would not be restricting our stockholders’

ability to vote all of their shares (including Excess Shares)

for or against our business combination.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated certificate of incorporation provides that we have 24 months from the closing of the Public Offering to complete

our initial business combination.

If we are unable to complete our business combination within such 24-month period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay

our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right

to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

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

if we fail to complete our business combination within the 24-month time period.

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

to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our

initial business combination within 24 months from the closing of the Public Offering.

However, our Sponsor, officers or directors

will be entitled to liquidating distributions from the Trust Account with respect to any public shares that they acquired in or

after our Public Offering if we fail to complete our initial business combination within the allotted 24-month time period.

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

to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem

100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our

Public Offering, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock

upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise

and income taxes, divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an

amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny

If this optional redemption right is exercised with respect to an excessive number of public shares such

that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of

our public shares at such time.

Pursuant to our amended and restated certificate of incorporation, such an amendment would need

to be approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of our common stock.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,

will be funded from amounts held outside the Trust Account, although we cannot assure you that there will be sufficient funds

for such purpose.

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

plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay franchise and income

taxes on interest income earned on the Trust Account balance, we may request the Trustee to release to us an additional amount

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

proceeds deposited in the Trust Account could become subject to the claims of our creditors, which would have higher priority

than the claims of our public stockholders.

Under Section 281(b) of the Delaware General Corporation Law (the “DGCL”),

our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in

full, as applicable, if there are sufficient assets.

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

of our remaining assets to our stockholders.

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

funds sufficient to pay or provide for all creditors’

we will seek to have all vendors (except for our independent registered public accounting firm), service providers, prospective

target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or

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

that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims

against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect

to a claim against our assets, including the funds held in the Trust Account.

If any third-party refuses to execute an agreement

waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available

to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to

execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there

is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants)

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

confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account

to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes, except as to any claims by a third party or prospective target business who executed a waiver of

any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims

under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified

whether our Sponsor has sufficient funds to satisfy its indemnity obligations.

Therefore, we cannot assure you that our Sponsor

would be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per

public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the

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

is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce

its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may

choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative

to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

We have not asked

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

those obligations.

will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses

or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind

in or to monies held in the Trust Account.

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

of our Public Offering against certain liabilities, including liabilities under the Securities Act.

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received

by them in a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption

of our public shares in the event we do not complete our business combination within 24 months from the closing of our Public

Offering may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures

set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which

the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such

stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

if the pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our public shares in

the event we do not complete our business combination within 24 months from the closing of our Public Offering is not considered

a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section

174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,

instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our business combination within

24 months from the closing of our Public Offering, we will:

(i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held

in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest

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

public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

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

Accordingly, it is our intention to redeem

our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them

(but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us

at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against

us within the subsequent ten years.

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

will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers (except for our independent registered public

accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to

the claims of third parties with priority over the claims of our stockholders.

Additionally, if we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could

be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent

conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

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

thereby exposing itself and the Company to claims of punitive damages, by paying public stockholders from the Trust Account prior

to addressing the claims of creditors.

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

public stockholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public

shares if we are unable to complete our business combination within 24 months from the closing of our Public Offering, subject

to applicable law, (ii) in connection with a stockholder vote to approve an amendment to our amended and restated certificate

of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not

consummated an initial business combination within 24 months from the closing of our Public Offering or (iii) if they redeem their

respective shares for cash upon the completion of the initial business combination.

In no other circumstances will a stockholder

have any right or interest of any kind to or in the Trust Account.

In the event we seek stockholder approval in connection with

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

in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must

have also exercised its redemption rights described above.

These provisions of our amended and restated certificate of incorporation,

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

Payments to Insiders

will be no finder’s fees, reimbursements or cash payments made by the Company to our Sponsor, officers or directors, or

our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination,

other than the following payments, none of which will be made from the proceeds of our Public Offering and the sale of the Private

Placement Warrants held in the Trust Account prior to the completion of our initial business combination:

repayment of up to an aggregate of $300,000

in loans made to us by our Sponsor to cover offering-related and organizational expenses;

reimbursement for office space, utilities, secretarial

support and administrative services provided to us by our Sponsor, in an amount equal to $10,000 per month;

reimbursement for any out-of-pocket expenses

related to identifying, investigating, negotiating and completing an initial business combination;

repayment of loans made by our Sponsor or an

affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended

initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants of the post business combination

entity at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the Private Placement

Warrants, including as to exercise price, exercisability and exercise period.

identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from

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

buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive

experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors

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

Our ability to acquire larger target businesses will

be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition

of a target business.

Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption

rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future

dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place

us at a competitive disadvantage in successfully negotiating an initial business combination.

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

Sub”), ChargePoint, Inc., a Delaware corporation (“ChargePoint”), and Switchback 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 “Business Combination”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback.

has delivered to us 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 becoming effective.

The Support Agreement will terminate upon the earlier

(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 Switchback

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 Switchback,

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

persons and entities receiving our Class A common stock or instruments exercisable for the our Class A common stock in connection

with the Merger (the “New Holders”

and together with the Initial Holders, the “Registration Rights Holders”)

will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business Combination

Agreement (the “A&R Registration Rights Agreement”).

Pursuant to the A&R Registration Rights Agreement, we

will agree that, within 15 business days after the Closing, Switchback 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 Switchback will use its commercially reasonable efforts

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

circumstances, the Registration 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 our Class A common stock held by them immediately after the

Effective Time, including any shares of our 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 Switchback 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 us, for no consideration and as a capital contribution to Switchback, 984,706 Founder 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 our 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 (the “Closing VWAP”) of one share of our Class A common stock quoted on the NYSE (or the exchange

on which the shares of our 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 Closing.

The Founders Stock Letter also provides

that the Sponsor will bear any transaction costs in excess of $20,000,000 that are allocable to Switchback in accordance with

the Business Combination Agreement, excluding any costs associated with the PIPE Financing (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 Financing”).

October 19, 2020, we filed a registration statement on Form S-4 (File No:

333-249549 ) (as amended, the “Registration

Statement”) relating to the Business Combination.

On January 8, 2021, the SEC declared the Registration Statement effective.

We have mailed the definitive proxy statement/prospectus/consent solicitation statement relating to the special meeting of the

Company’s stockholders in connection with the Business Combination.

The proxy statement/prospectus/consent

solicitation statement was mailed to the Company’s stockholders of record as of the close of business on December 16, 2020.

The Business Combination is expected to close in February 2021, subject to approval by the Company’s stockholders and other

customary closing conditions.

noted above, our Class A common stock is currently traded on the NYSE under the symbol “SBE.”

Upon closing of the

Business Combination, the post-combination company (“New ChargePoint”) is expected to be renamed “ChargePoint

Holdings, Inc.,”

and the Class A common stock is expected to continue trading on the NYSE under the new symbol “CHPT.”

currently have three officers.

3 unchanged sentences

our initial business combination and the stage of the business combination process we are in.

Reporting and Financial Information

have registered our Units, Class A common stock and Warrants under the Exchange Act and have reporting obligations, including

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

In accordance with the requirements of the Exchange

Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation

or tender offer materials (as applicable) sent to stockholders.

These financial statements may be required to be prepared in accordance

generally accepted accounting principles (“GAAP”), or reconciled to, GAAP, or International Financial Reporting

Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be

audited in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

These financial

statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to

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

business combination within the prescribed time frame.

We cannot assure you that any particular target business identified by

us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above,

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

To the extent that any applicable requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

website address is www.switchback-energy.com.

Information contained on our website is not part of this Annual Report on Form 10-K.

Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits

to these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available on our website, free

of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC.

Alternatively, you may

access these reports at the SEC’s website at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business