What changed in this filing

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Item 1A. Risk Factors

2020-11-09 compared with 2020-08-07 · 96 added, 45 removed, 3 unchanged (98% of the section changed)

RISK FACTORS.

Except as described below, factors that

could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual

Report on Form 10-K filed with the SEC.

Any of these factors could result in a significant or material adverse effect on our results

of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may

also impair our business or results of operations.

As of the date of this Quarterly Report, there have been no material changes

to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.

Our search for a business combination,

and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the

recent coronavirus (“COVID-19”) outbreak.

On March 11, 2020, the World Health Organization

officially declared the outbreak of the COVID-19 a “pandemic.” The outbreak of COVID-19 has resulted in a widespread

health crisis, adversely affecting economies and financial markets worldwide.

The business of any potential target business with

which we consummate a business combination could be materially and adversely affected by the COVID-19 outbreak.

Furthermore, we

may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability

to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination,

or the completion of a transaction with a potential target business, will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain

COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 , including its impact on the economy and financial

markets, continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target

business with which we ultimately consummate a business combination, may be materially adversely affected.

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 stockholders 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.

as described below, factors that could cause our actual results to differ materially from those in this Quarterly Report are any

of the risks described in our Annual Report on Form 10-K filed with the SEC.

Any of these factors could result in a significant

or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to

us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly

Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be

materially adversely affected by the recent coronavirus (“COVID-19”) outbreak.

March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” The outbreak

of COVID-19 has resulted in a widespread health crisis, adversely affecting economies and financial markets worldwide.

of any potential target business with which we consummate a business combination could be materially and adversely affected by

the COVID-19 outbreak.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19

restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors

and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19

impacts our search for a business combination, or the completion of a transaction with a potential target business, will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19,

including its impact on the economy and financial markets, continue for an extensive period of time, our ability to consummate

a business combination, or the operations of a target business with which we ultimately consummate a business combination, may

be materially adversely affected.

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 stockholders may be less than $10.00

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

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 Certificate of Incorporation, our public stockholders 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 stockholders.

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 Certificate of Incorporation, our public stockholders 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 stockholders.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our

securities and subject us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our Business Combination.

In order to continue listing our securities on Nasdaq prior to our Business Combination, we must maintain certain financial, distribution

and stock price levels.

Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and

a minimum number of holders of our securities (generally 300 round-lot holders).

Additionally, in connection with our Business

Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous

than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least $4.00 per share and our stockholders’ equity would

generally be required to be at least $5.0 million.

We cannot assure you that we will be able to meet those initial listing requirements

at that time.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our common stock is a “penny stock” which will require brokers trading in our common stock

to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market

for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.” Our Units, Common Stock and Warrants

are listed on Nasdaq and are covered securities.

Although the states are preempted from regulating the sale of our securities,

the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding

of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these

powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each

state in which we offer our securities.

connection with the Extension Meeting scheduled for November 24, 2020, if our stockholders approve an extension of the Combination

Period from December 1, 2020 to June 30, 2021, although the Company will continue to be listed on Nasdaq, the Company may not

be able to continue to meet the listing standards of Nasdaq.

On December 1, 2017, the SEC declared the Company’s IPO registration

statement effective and the Company’s securities became listed on Nasdaq.

Under NASDAQ listing rule IM-5101-2

(the “Listing Rule”), the Company is required to complete a business combination within 36 months of the effectiveness

of its IPO registration statement (i.e., by December 1, 2020) in order to remain listed on Nasdaq.

There is no assurance

that the Company will not receive a delisting letter from Nasdaq.

Upon receipt of any such delisting letter, the Company will

have the option to appeal Nasdaq’s determination.

To the extent that the Company receives a delisting letter, the Company

intends to appeal the Nasdaq delisting in order to permit the continued listing of the Company on Nasdaq so that the Company can

consummate an initial business combination by the Extended Date.

If the Company is not successful in its appeal to Nasdaq, the

Company will either (1) seek to have its securities quoted on the over-the-counter market, or (2) take steps to wind down the

See the Risk Factor “Nasdaq may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us to additional trading restrictions.” in our Annual Report

on Form 10-K for the year ended December 31, 2019, which is incorporated by reference herein.

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

What changed 10-Q

Item 1A. Risk Factors