Item 1A. Risk Factors
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results
to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus filed with
the SEC on April 23, 2020. As of the date of this Quarterly Report, other than as described below, there have been no material
changes to the risk factors disclosed in our final prospectus filed with the SEC.
The securities in which we invest
the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in
trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
The proceeds held in the Trust Account
are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly
yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent
years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar
policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments
to our Amended and Restated Memorandum and Articles of Association our public shareholders are entitled to receive their pro-rata
share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest
rates could impact the per-share redemption amount that may be received by public shareholders.
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ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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