What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-10 compared with 2020-03-30 · 158 added, 203 removed, 116 unchanged (76% of the section changed)

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

March 27, 2020, there was one holder of record of our Units, one holder of record of our Class A common stock, three

holders of record of our Class B common stock, one holder of record of our Warrants and one holder of record of our Private Placement

February 3, 2021, there were two holders of record of our Units, one holder of record of our Class A common stock, four holders

of record of our Class B common stock, one holder of record of our Warrants and one holder of record of our Private Placement

Authorized for Issuance Under Equity Compensation Plans

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Warrants at a price of $1.50 per Private Placement Warrant (for a purchase price of approximately $8.0 million).

simultaneously with the closing of the sale of the Overallotment Units, we consummated the sale of an additional 188,235 Private

simultaneously with the closing of the sale of the Over-allotment Units, we consummated the sale of an additional 188,235 Private

Placement Warrants in a private placement to our Sponsor, generating gross proceeds of approximately $282,000.

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On September 4, 2019, the underwriters partially exercised

the over-allotment option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Overallotment Units, generating

the over-allotment option and, on September 6, 2019, the underwriters purchased 1,411,763 of the Over-allotment Units, generating

gross proceeds of approximately $14.1 million.

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$8.0 million.

Simultaneously with the closing of the sale of the Overallotment Units, we completed the private sale of an additional

Simultaneously with the closing of the sale of the Over-allotment Units, we completed the private sale of an additional

188,235 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our Sponsor, generating gross

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registered under the Securities Act on a registration statement on Form S-1 (File No.

333-232501) (the “Registration Statement”).

The SEC declared the Registration Statement effective on July 25, 2019.

333-232501 ) (the “IPO Registration

Statement”).

The SEC declared the IPO Registration Statement effective on July 25, 2019.

May 10, 2019 (inception) through December 31, 2019, we incurred approximately $17.7 million for costs and expenses related to

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

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

with the audited financial statements and the notes related thereto which are included in “Part II, Item 8.

Financial Statements

and Supplementary Data”

of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these

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

Statements,”

“Part I, Item 1A.

Risk Factors”

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

to “we,”

“us,”

“our,”

“Switchback”

or the “Company”

are to Switchback

Energy Acquisition Corporation, except where the context requires otherwise.

The following discussion should be read in conjunction

with our financial statements and related notes thereto included elsewhere in this report.

are a blank check company incorporated in Delaware on May 10, 2019 for the purpose of effecting a merger, capital stock exchange,

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liability company.

Registration Statement for our Public Offering was declared effective on July 25, 2019.

On July 30, 2019, we consummated the Public

Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of

approximately $17.0 million, inclusive of $10.43 million in deferred underwriting commissions.

Certain of our officers and directors

purchased 200,000 (the “Affiliated Units”) of the 30,000,000 Units sold in the Public Offering for an aggregate purchase

price of $2.0 million.

The underwriters were granted a 45-day option from the date of the final prospectus relating to the Public

Offering to purchase up to 4,500,000 additional units to cover overallotments, if any, at $10.00 per unit, less underwriting discounts

and commissions.

On September 4, 2019, the underwriters partially exercised the overallotment option and, on September 6, 2019,

the underwriters purchased 1,411,763 of the Overallotment Units, generating gross proceeds of approximately $14.1 million.

remaining overallotment option subsequently expired.

The Registration Statement for the

Public Offering was declared effective on July 25, 2019.

On July 30, 2019, we consummated the Public Offering of 30,000,000 units

at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.7 million, inclusive

of $10.9 million in deferred underwriting commissions.

Certain of our officers and directors purchased 200,000 (the “Affiliated

Units”) of the 30,000,000 Units sold in the Public Offering for an aggregate purchase price of $2.0 million.

The underwriters

were granted a 45-day option from the date of the final prospectus relating to the Public Offering to purchase up to 4,500,000

additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions.

4, 2019, the underwriters partially exercised the over-allotment option and, on September 6, 2019, the underwriters purchased an

additional 1,411,763 units, generating gross proceeds of approximately $14.1 million.

The remaining over-allotment option subsequently

Simultaneously

with the closing of the Public Offering, we consummated the sale (the “Private Placement”) of 5,333,333 Private Placement

Warrants at a price of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of

approximately $8.0 million.

Simultaneously with the closing of the sale of the Overallotment Units, our Sponsor purchased an additional

with the closing of the Public Offering, we consummated the Private Placement of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of approximately $8.0

Simultaneously with the closing of the sale of the Over-allotment Units, our Sponsor purchased an additional 188,235

Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

Approximately

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Overallotment Units) and certain of

the proceeds of the Private Placement was placed in a trust account located in the United States with Continental Stock Transfer

$314.1 million ($10.00 per Unit) of the net proceeds of the Public Offering (including the Over-allotment Units) and certain of

the proceeds of the Private Placement was placed in the Trust Account located in the United States with Continental Stock Transfer

& Trust Company acting as trustee, and invested only in U.S.

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we are unable to complete an initial business combination within 24 months from the closing of the Public Offering, or July 30,

2021 (the “Combination 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 its 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.

2021, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to us to pay our 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 its 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.

of Operations

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pursuit of our acquisition plans.

the year ended December 31, 2020, we had a net loss of approximately $5 million, which consisted of approximately $1.2 million

of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately $5.7 million in general

and administrative expenses, $200,000 in franchise tax expense, and approximately $202,000 in income tax expense.

the period from May 10, 2019 (inception) through December 31, 2019, we had net income of approximately $780,000, which consisted

of approximately $2.3 million of gain on marketable securities, dividends and interest held in the Trust Account, offset by approximately

$935,000 in general and administrative expenses, approximately $88,000 in franchise tax expense, and approximately $479,000 in

income tax expense.

Party Transactions

May 16, 2019, our Sponsor purchased 8,625,000 Founder Shares for an aggregate price of $25,000.

Our Sponsor agreed to forfeit

up to 1,125,000 Founder Shares to the extent that the overallotment option for our Public Offering was not exercised in full by

the underwriters.

On September 6, 2019, the underwriters purchased 1,411,763 Overallotment Units, and the remaining overallotment

option subsequently expired.

As a result, our Sponsor forfeited an aggregate of 772,059 Founder Shares.

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until

one year after the date of the consummation of the initial business combination or earlier if, subsequent to the initial business

combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted

for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial business combination or (ii) the Company consummates a subsequent liquidation,

merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right

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

Placement Warrants

Simultaneously

with the closing of the Public Offering, our Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $8.0 million in the aggregate.

Simultaneously

with the closing of the sale of the Overallotment Units, our Sponsor purchased an additional 188,235 Private Placement Warrants

at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $282,000.

whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share.

of the proceeds from the sale of the Private Placement Warrants to our Sponsor was added to the proceeds from the Public Offering

held in the Trust Account.

If the Company does not complete an initial business combination within the Combination Period, the

Private Placement Warrants will expire worthless.

The Private Placement Warrants will be non-redeemable for cash and exercisable

on a cashless basis so long as they are held by our Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell

any of their Private Placement Warrants until 30 days after the completion of our initial business combination.

May 16, 2019, our Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover organizational expenses and expenses

related to the Public Offering pursuant to the Note.

This loan is non-interest bearing and payable on the completion of the Public

The Company borrowed approximately $251,000 under the Note, and then repaid the Note in full to our Sponsor on August

addition, in order to finance transaction costs in connection with an initial business combination, our Sponsor or an affiliate

of our Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds

as may be required.

If the Company completes an initial business combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out

of funds held outside the Trust Account.

In the event that an initial business combination does not close, the Company may use

a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account

would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have

not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid

upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1.5 million

of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per

The warrants would be identical to the Private Placement Warrants.

To date, the Company had no borrowings under the Working

Capital Loans.

of approximately $2.3 million of gain on marketable securities, dividends and interest held in Trust Account, offset by approximately

$935,000 in general and administrative expenses, $88,000 in franchise tax expense, and approximately $479,000 in income tax expense.

Business Combination

September 23, 2020, we entered into the Business Combination Agreement with Merger Sub and ChargePoint.

Pursuant to the Business

Combination Agreement, among other things, Merger Sub will be merged with and into ChargePoint, with ChargePoint surviving the

Merger as a wholly owned subsidiary of the Company.

For more information regarding the Proposed Transactions, please refer to

our proxy statement, prospectus and consent solicitation statement filed with the Securities and Exchange Commission on January

Concern Consideration

Our consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization

of assets and satisfaction of liabilities in the normal course of business.

As of December 31, 2020, we had approximately

$112,000 in our operating bank account, approximately $2.9 million of gain on marketable securities, dividends and interest held

in Trust Account available to fund a business combination (less up to $100,000 of interest to pay dissolution expenses and net

of taxes payable), and a working capital deficit of approximately $5.6 million (including approximately $401,000 in tax obligations,

which will be paid using investment income held in Trust Account).

In addition, in order to finance transaction costs in connection

with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are

not obligated to, loan us funds as may be required (“Working Capital Loans”).

of December 31, 2020, there were no amounts outstanding under any Working Capital Loan .

liquidity needs up to December 31, 2020 were satisfied through receipt of a $25,000

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

Shares”), approximately $251,000 in loans from our Sponsor (which was fully repaid on August 12, 2019), the net proceeds

from the consummation of the Private Placement not held in the Trust Account and $1,270,000 of cash advanced from the Sponsor.

has determined that the Company has access to funds from our Sponsor, and the Sponsor has the financial wherewithal to fund the

Company, that are sufficient to fund our working capital needs until the consummation of an initial business combination or for

a minimum of one year from the date of issuance of the consolidated financial statements.

However, in connection with our assessment

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

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

management has determined that the Company’s

mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going

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

and dissolve after July 30, 2021.

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that

may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares will be entitled to registration

rights pursuant to a registration rights agreement.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration rights agreement provides that we will not permit any registration statement filed

under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

We will bear the expenses incurred in connection with the filing of any such registration statements.

for the Affiliated Units, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.96 million

in the aggregate, paid upon closing of the Public Offering.

An additional fee of approximately

$282,000 in the aggregate was due in connection with the closing of the sale of the Over-allotment Units.

addition, $0.35 per unit (but not including the Affiliated Units), or approximately $10.9 million in the aggregate will be

payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from

the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the

underwriting agreement.

Administrative

Services Agreement

on the date that our securities were first listed on the NYSE and continuing until the earlier of our consummation of an initial

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

secretarial support and administrative services.

We recorded an aggregate of $50,000 for the period from May 10, 2019 (inception)

through December 31, 2019 in general and administrative expenses in connection with the related agreement in the accompanying

statement of operations.

Accounting Policies and Estimates

management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,

which have been prepared in accordance with GAAP.

The preparation of our financial statements requires us to make estimates and

judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets

and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related

to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and

events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis

for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

results may differ from these estimates under different assumptions or conditions.

The Company has identified the following as

its critical accounting policies:

Securities Held in Trust Account

portfolio of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities.

Trading securities

are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change

in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held in Trust Account

in the accompanying statement of operations.

The estimated fair values of marketable securities held in Trust Account are determined

using available market information.

A Common Stock Subject to Possible Redemption

A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are

classified as temporary equity.

At all other times, Class A common stock are classified as stockholders’

A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence

of uncertain future events.

Accordingly, at December 31, 2019, 30,047,981 shares of Class A common stock subject to possible redemption

are presented as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheet.

Commencing on the date

that our securities were first listed on the NYSE and continuing until the earlier of our consummation of an initial business combination

or our liquidation, we have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support

and administrative services.

We recorded an aggregate of $120,000 and $50,000 for the year ended December 31, 2020 and for the

period from May 10, 2019 (inception) through December 31, 2019, respectively, in general and administrative expenses in connection

with the related agreement in the accompanying consolidated statements of operations.

of December 31, 2020, we recorded an aggregate of approximately $76,000 in related party accrued expenses.

Accounting Policies

of Class A Common Stock Subject to Possible Redemption

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

at fair value.

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

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

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

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

are classified as stockholders’

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

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

Accordingly, as of December 31, 2020 and

2019, 29,548,906 and 30,047,981 shares of our Class A common stock subject to possible redemption, respectively, are presented

as temporary equity, outside of the stockholders’

equity section of the Company’s consolidated balance sheets.

Income (Loss) Per Share of Common Stock

income (loss) per share is computed by dividing net income by the weighted-average number of common stock outstanding during the

We have not considered the effect of the Warrants sold in the Public Offering (including the consummation of the overallotment)

and Private Placement to purchase an aggregate of 15,992,155 shares of our Class A common stock in the calculation of diluted

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

statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar

to the two-class method of income per share.

Net income per share, basic and diluted for Class A common stock is calculated by

dividing the gain on marketable securities, dividends and interest held in the Trust Account of approximately $2.3 million, net

of applicable taxes and funds available to be withdrawn from the Trust Account for tax obligations of approximately $567,000,

resulted to an aggregate of approximately $1.7 million, by the weighted average number of Class A common stock outstanding for

income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding

during the periods.

We have not considered the effect of the warrants sold in the Public Offering (including the consummation

of the over-allotment) and Private Placement to purchase an aggregate of 15,992,155 shares of our Class A common stock in the

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

consolidated statements of operations include a presentation of income per share for common stock subject to redemption in a manner

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

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

year ended December 31, 2020 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust

Account of approximately $1.2 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for

franchise and income tax obligations of approximately $401,000, resulting in an aggregate of approximately $758,000, by (ii) the

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

Net loss per share,

basic and diluted for our Class B common stock for the year ended December 31, 2020 is calculated by dividing (i) the net loss

of approximately $5 million, less income attributable to public shares of approximately $758,000, resulting in a net loss of approximately

$5.7 million, by (ii) the weighted average number of shares of our Class B common stock outstanding for the period of 7,852,941

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

31, 2019 is calculated by dividing (i) the gain on marketable securities, dividends and interest held in Trust Account of approximately

$2.3 million, net of applicable taxes and funds available to be withdrawn from the Trust Account for franchise and income tax

obligations of approximately $567,000, resulting in an aggregate of approximately $1.7 million, by (ii) the weighted average number

of shares of our Class A common stock outstanding for the period of 31,092,978 shares.

Net loss per share, basic and diluted for

our Class B common stock for the period from May 10, 2019 (inception) through December 31, 2019 is calculated by dividing (i)

the net income of approximately $780,000, less income attributable to public shares of approximately $1.7 million, resulting in

a net loss of approximately $935,000, by (ii) the weighted average number of shares of our Class B common stock outstanding for

the period of 7,852,941 shares.

Net loss per share, basic and diluted for Class B common stock is calculated by dividing the

net income of approximately $780,000, less income attributable to Public Shares of approximately $1.7 million, resulted to a net

loss of approximately $935,000, by the weighted average number of Class B common stock outstanding for the period of 7,852,941

Accounting Pronouncements

July 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per

Share (Topic 260);

Distinguishing Liabilities from Equity (Topic 480);

Derivatives and Hedging (Topic 815):

(Part I) Accounting

for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable

Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.

The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion

feature) is considered indexed to the entity’s own stock.

As a result, financial instruments (or embedded conversion features)

with down round features may no longer be required to be classified as liabilities.

A company will recognize the value of a down

round feature only when it is triggered and the strike price has been adjusted downward.

For equity-classified freestanding financial

instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and

a reduction of income available to common shareholders in computing basic earnings per share.

For convertible instruments with

embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial

conversion discount to be amortized to earnings.

The guidance in ASU 2017-11 is effective for fiscal years beginning after December

15, 2018, and interim periods within those fiscal years.

We adopted this guidance at inception.

As a result, the Warrants issued

in connection with the Public Offering and the sale of the Private Placement Warrants to our Sponsor was equity-classified.

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”

(“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes.

removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December

15, 2020, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its financial statements

and related disclosures.

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

a material impact on our financial statements.

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

material impact on our financial statements.

Off-Balance Sheet Arrangements

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report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be

required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the PCAOB regarding

mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and

the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such

as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee

compensation.

These exemptions will apply for a period of five years following the completion of our Public Offering or until

we are no longer an “emerging growth company,”

whichever is earlier.

required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company

Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the

Chief Executive Officer’s compensation to median employee compensation.

These exemptions will apply for a period of five

years following the completion of our Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity