What changed in this filing

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Item 1A. Risk Factors

2021-03-15 compared with 2020-03-10 · 1004 added, 1044 removed, 461 unchanged (82% of the section changed)

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are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

risk factors related to GTWY Holdings and the Transactions, see the Preliminary Proxy Statement on Schedule 14A filed by the Company

on January 31, 2020, as may be amended from time to time, and the Definitive Proxy Statement on Schedule 14A when filed by the

more detailed risk factors related to Ensysce and the Transactions, see the Registration Statement on Schedule S-4 to be filed

by the Company subsequent to the filing of this Form 10-K.

Summary Risk Factors

You should carefully consider the risks

set forth in the section entitled “Risk Factors below, including, but not limited to the following:

are a blank check company with no operating history and no revenues, and you have no

basis on which to evaluate our ability to achieve our business objective and since the

completion of the initial public offering, our activity has been limited to the evaluation

of business combination candidates and seeking to complete an initial business combination.

may delist us if we fail to meet the requirements of a Nasdaq order relating to timing

relating to our proposed Business Combination with Ensysce or fail to meet other listing

criteria either before or after the closing of the Merger, if the Merger is consummated.

proposed business combination with Ensysce is subject to certain conditions and there

can be no assurance that it will close.

business is subject to the risk that its success is dependent on its ability to develop

and commercialize its lead product candidates and other risks commonly associated with

biotechnology companies and there can be no assurance that it will be successful.

officers’ and directors’ primary industry experience relates to the leisure

sector and they do not have experience with companies in the biotechnology sector.

performance our management team or their respective affiliates may not be indicative

of future performance of an investment in us.

our proposed Business Combination will be submitted to a vote of the stockholders, our

initial stockholders and their respective affiliates, including the sponsors and the

strategic investor and directors and officers, have agreed to vote in favor of the proposed

Business Combination Ensysce with and have sufficient votes to approve the Business Combination

without the vote of other stockholders.

only opportunity to affect the investment decision regarding a potential business combination

will be limited to the exercise of your right to redeem your shares from us for cash.

ability of our public stockholders to redeem their shares for cash may make our financial

condition unattractive to potential business combination targets, which may make it difficult

for us to enter into a business combination with a target.

ability of our public stockholders to exercise redemption rights with respect to a large

number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

requirement that we complete our initial business combination within the prescribed time

frame may give potential target businesses leverage over us in negotiating a business

combination and may limit the time we have in which to conduct due diligence on potential

business combination targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our initial business combination on terms

that would produce value for our stockholders.

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

a business combination, may be materially adversely affected by COVID-19 outbreak or

any future pandemic and the status of debt and equity markets.

we seek stockholder approval of our initial business combination, our sponsor, directors,

officers, advisors or any of their affiliates may elect to purchase shares or warrants

from public stockholders, which may reduce the public “float” of our Class

A common stock.

a stockholder fails to receive notice of our offer to redeem our public shares in connection

with our initial business combination, or fails to comply with the procedures for tendering

its shares, such shares may not be redeemed.

will not have any rights or interests in funds from the trust account, except under certain

limited circumstances.

To liquidate your investment, therefore, you may be forced to

sell your public shares or warrants, potentially at a loss.

will not be entitled to protections normally afforded to investors of many other blank

check companies.

third parties bring claims against us, the proceeds held in the trust account could be

reduced and the per share redemption amount received by stockholders may be less than

$10.00 per share.

we have not completed our initial business combination within the required time period,

our public stockholders may receive only approximately $10.00 per share, or less in certain

circumstances, on our redemption of their stock, and our warrants will expire worthless.

may engage in a business combination with one or more target businesses that have relationships

with entities that may be affiliated with our sponsor, officers or directors which may

raise potential conflicts of interest.

Risks Related to our Status as a

Blank Check Company and our Nasdaq Listing

We are a blank check company with no

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complete a Business Combination, we will never generate any operating revenues.

Our public stockholders may not be afforded

an opportunity to vote on our proposed Business Combination, which means we may complete our Business Combination even though a

majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to approve

our Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange

listing requirements or if we decide to hold a stockholder vote for business or other legal reasons.

For instance, Nasdaq rules

currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder

The Nasdaq may not continue to list

our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional

trading restrictions.

The LACQ common stock and Public Warrants

are currently listed on the Nasdaq and LACQ expects to apply to continue to be listed on the Nasdaq upon consummation of the business

On November 30, 2020, LACQ received a notice

(the “Nasdaq Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)

stating that LACQ was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose

acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement

filed in connection with its initial public offering.

Since LACQ’s registration statement became effective on December 1,

2017, it was required to complete an initial business combination by no later than December 1, 2020.

The Rule also provides that

failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination

under Rule 5810 to delist LACQ’s securities.

In addition, the Nasdaq Notice stated that LACQ was not in compliance with Nasdaq’s

minimum publicly held shares requirement under Listing Rule 5550(a)(4), which requires a listed company’s primary equity

security to maintain a minimum of 500,000 publicly held shares.

The Listing Qualifications Department advised LACQ that its securities

would be subject to delisting unless LACQ timely requested a hearing before an independent Hearings Panel (the “Nasdaq Panel”).

Following a hearing on LACQ’s appeal, the Nasdaq panel granted LACQ’s request for continued listing through June 1,

2021 on the condition that (i) on or before January 31, 2021, LACQ will have executed a definitive merger agreement;

before March 15, 2021 (which had been extended by Nasdaq from March 1, 2021), LACQ will file a joint proxy/registration statement

(iii) on or before May 28, 2021, LACQ will obtain stockholder approval for the merger;

and (iv) on or before June

1, 2021, LACQ will complete the merger and evidence compliance with all initial listing standards as required under Nasdaq’s

listing qualifications rules.

In addition, LACQ will need to comply with and continue to maintain compliance with the requirement

as to number of public stockholders.

LACQ is not currently in compliance with the listing condition.

There can be no assurance that LACQ will

be able to obtain an additional extension from Nasdaq with respect to the conditions in Nasdaq’s grant of the appeal, meet

the continued listing standards on the closing date of the business combination, or comply with the continued listing standards

of Nasdaq following the business combination.

If Nasdaq delists the LACQ common stock and/or Public Warrants from trading on its

exchange for failure to meet the listing standards either prior to or after the closing date of the business combination, LACQ’s

securityholders could face significant material adverse consequences including:

● a limited availability of market quotations

for LACQ’s securities;

● reduced liquidity for LACQ’s securities;

● a determination that the LACQ common stock

is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly

result in a reduced level of trading activity in the secondary trading market for LACQ’s securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional

securities or obtain additional financing in the future.

Risks Related to our Proposed Business

Combination with Ensysce

There is no assurance when or even

if the Merger will be completed.

Failure to obtain required approvals necessary to satisfy closing conditions may delay or prevent

completion of the Merger.

Completion of the Merger

is subject to the satisfaction or waiver of a number of conditions.

There can be no assurance that we and Ensysce will be able

to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived.

If the Merger is

not completed, it is most likely that we will not be able to complete a Business Combination before the expiration of the Combination

Period and we will be required to liquidate.

will be unable to close the Transactions if the redemptions of public shares result in its Tangible Net Assets being less than

$5,000,001 unless it is able to obtain sufficient equity financing.

LACQ’s amended

and restated certificate of incorporation, as amended, does not provide a specified maximum redemption threshold, except that

in no event will LACQ redeem its public shares in an amount that would cause its Net Tangible Assets to be less than $5,000,001

(such that LACQ is not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement

which may be contained in the agreement relating to an initial business combination.

It is also a condition to closing under the

Merger Agreement that, among other things, following payment to all stockholders who have exercised their redemption rights (and

after giving effect to the payment of expenses related to the

Transactions that are to be paid at or after Closing (provided that LACQ can pay such expenses in equity securities and

not cash)) and LACQ having cash of at least $5,000,000.

If redemptions by LACQ’s public stockholders cause LACQ to be unable

to meet this closing condition, then Ensysce will not be required to consummate the business combination, although they may, in

their sole discretion, waive this condition.

In the event that Ensysce waives this condition, LACQ does not intend to seek additional

stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights.

event, however, will LACQ close the Transactions if redemptions of public shares would cause LACQ’s Net Tangible Assets

to be less than $5,000,001.

If redemptions exceed this level, we will not be able to close the Transactions unless we are able

to obtain a sufficient amount of equity financing to meet the Net Tangible Asset test.

There can be no assurance that we will

be able to do so.

Even if the Business

Combination closes, there can be no assurance that the combined company will be successful and we and our stockholders will realize

the benefits of the Business Combination.

The realization of the

benefits in connection with the Business Combination will depend on Ensysce’s success in operating our business after completion

of the Merger and developing and commercializing its product candidates, which will be subject to risks, which will be addressed

in more detail in the Form S-4 to be filed by us in in connection with the business combination, including the following:

is a clinical-stage pharmaceutical company with a limited operating history.

has not yet demonstrated an ability to generate revenues, obtain regulatory approvals,

engage in clinical development beyond Phase 1 trials, manufacture any product on a commercial

scale or arrange for a third party to do so on Ensysce’s behalf or enter into licensing

arrangements to commercialize a product, or conduct sales and marketing activities necessary

for successful product commercialization.

has invested a significant portion of its efforts and financial resources in the research

and development of its lead product candidate, and expects to continue to do so.

ability to generate revenues from the sale of abuse-deterrent opioid products, which

may not occur at a significant level for several years, if at all, will depend heavily

on the successful development, regulatory approval and eventual commercialization of

this lead product candidate, as well as other product candidates it may develop.

operations have consumed substantial amounts of cash since inception.

Ensysce expects

to continue to spend substantial amounts to continue the clinical and preclinical development

of Ensysce’s product candidates.

Accordingly, Ensysce will need to raise additional

capital to complete its currently planned clinical trials and any future clinical trials

and to further develop and commercialize its products.

business will be subject to the risks commonly associated with research and development

of pharmaceutical products, including risks related to:

lead product candidates may not be successful in limiting or impeding abuse, overdose

or misuse or provide additional safety upon commercialization;

may experience failure or delay in completing clinical development;

product candidates may cause undesirable side effects or have other properties that could

delay or prevent their regulatory approval;

might not be able to obtain regulatory approval for its product candidates;

clinical trials may fail to replicate positive results from earlier preclinical studies

or clinical trials conducted by Ensysce or third parties;

may face issues in connection with its patent or its patents may not provide sufficient

protection for its products.

Business Combination with Ensysce is outside of LACQ’s original investment strategy.

LACQ was organized as

a blank check company to identify and build a company in the leisure sector that would complement and benefit from LACQ’s

management teams experience in this sector.

LACQ’s officers and directors have substantial experience in evaluation the

operating and financial merits of companies from a wide range of industries, but do not have experience with companies in the

biotechnology sector.

While we believe that proposed Business Combination with Ensysce is a in the best interests of LACQ, there

can be no assurance that the review of the proposed Business Combination with Ensysce , a biotechnology

company developing a pharmaceutical product, and the ability to identify the potential benefits and risks associated with Ensysce ’s

business, was not affected by this proposed target being outside of the LACQ management team’s and the LACQ board’s

primary area of expertise.

Our management will not maintain control

of Ensysce after our Business Combination, if the Business Combination is consummated.

Our stockholders prior

to the Business Combination will collectively own a minority interest in the post Business Combination company, if the Business

Combination is consummated, Accordingly, our management will not maintain our control of the target business.

We cannot provide

assurance that new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

Risks Related to Searching for and

Consummating a Business Combination

stockholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our

Business Combination even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to

approve our Business Combination unless the Business Combination would require stockholder approval under applicable law or stock

exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons.

For instance, Nasdaq

rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder

approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in our Business

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we may complete our Business Combination even if holders of a majority of our public shares do not approve of the Business Combination

Please refer to “Item 1.

Business –

Stockholders May Not Have the Ability to Approve Our Business Combination”

Please refer to “Item 1.

Business – Stockholders May Not Have the Ability to Approve Our Business Combination”

for additional information.

If we seek stockholder approval of our

Business Combination, after approval of our board, our initial stockholders have agreed to vote in favor of such Business Combination,

regardless of how our public stockholders vote.

If we seek stockholder approval of

our Business Combination, after approval of our board, our initial stockholders have agreed to vote in favor of such Business

Combination, regardless of how our public stockholders vote.

Unlike many other blank check companies

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their founder shares, as well as any public shares purchased during or after our Initial Public Offering, in favor of our Business

Our initial stockholders own shares representing approximately 21% (as of December 31, 2019) of our outstanding shares

of common stock at the time of any such stockholder vote.

Accordingly, if we seek stockholder approval of our Business Combination,

it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders agreed

to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.

Our initial stockholders own shares representing approximately 96.4% (as of December 31, 2020) of our outstanding

shares of common stock.

Accordingly, if we seek stockholder approval of our Business Combination, it is more likely that the necessary

stockholder approval will be received than would be the case if our initial stockholders agreed to vote their founder shares in

accordance with the majority of the votes cast by our public stockholders.

Your only opportunity to affect the

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public stockholders in which we describe our Business Combination.

Even if we seek stockholder approval, our initial stockholders

and their respective affiliates, including the sponsors and the strategic investor and directors and officers, have agreed to

vote in favor of the Business Combination and have sufficient votes to approve the Business Combination without the vote of other

stockholders.

The ability of our public stockholders

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Furthermore, 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”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement

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” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement

relating to our Business Combination.

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At the time we enter into an agreement

for our Business Combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need

to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such

requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for redemption than

we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account

for our Business Combination, we will not know how many stockholders may exercise their redemption rights, and therefore will

need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price,

or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account

to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account

or arrange for third party financing.

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would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

If our Business Combination agreement requires

us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash

at closing, the probability that our Business Combination would be unsuccessful is increased.

If our Business Combination is unsuccessful,

you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account.

If you are in need of immediate

liquidity, you could attempt to sell your stock in the open market;

however, at such time our stock may trade at a discount to

the pro rata amount per share in the Trust Account.

In either situation, you may suffer a material loss on your investment or lose

the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open

If our Business Combination agreement

requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount

of cash at closing (as is the case of the Merger Agreement with Ensysce), the probability that our Business Combination would

be unsuccessful is increased.

If our Business Combination is unsuccessful, you would not receive your pro rata portion of the

Trust Account until we liquidate the Trust Account.

If you are in need of immediate liquidity, you could attempt to sell your

stock in the open market;

however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection

with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete our

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the Combination Period.

Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing

that if we do not complete our Business Combination with that particular target business, we may be unable to complete our Business

Combination with any target business.

Consequently, such target business may obtain leverage over us in negotiating a Business Combination,

knowing that if we do not complete our Business Combination with that particular target business, we may be unable to complete

our Business Combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we

may have limited time to conduct due diligence and may enter into our Business Combination on terms that we would have rejected

upon a more comprehensive investigation.

We may not be able to complete our Business

Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up

and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or

less than such amount in certain circumstances, and our warrants will expire worthless.

In addition, we may have limited time to conduct due diligence and may enter into our Business Combination on terms that we would

have rejected upon a more comprehensive investigation.

We may not be able to complete our

Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding

up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share,

or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsors, strategic investor, officers

and directors have agreed that we must complete our Business Combination during the Combination Period.

We may not be able to find

a suitable target business and complete our Business Combination within such time period.

We may not be able to

find a suitable target business and complete our Business Combination within such time period.

If we have not completed our Business

Combination within such time 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 $75,000 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.

In such case, our public stockholders may only receive $10.00 per share,

and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share

on the redemption of their shares.

See “—

If third parties bring claims against us, the proceeds held in the Trust

Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

(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 $75,000 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.

In such case, our public stockholders may only receive $10.00

per share, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00

per share on the redemption of their shares.

See “— If third parties bring claims against us, the proceeds held in

the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

If we seek stockholder approval of our

Business Combination, our sponsors, strategic investor, directors, officers, advisors and their affiliates may elect to purchase

shares from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float”

If we seek stockholder approval of

our Business Combination, our sponsors, strategic investor, directors, officers, advisors and their affiliates may elect to purchase

shares from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float”

of our common stock.

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rules, our sponsors, strategic investor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated

transactions or in the open market either prior to or following the completion of our Business Combination, although they are under

no obligation to do so.

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.

event that our sponsors, strategic investor, 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.

The purpose of such purchases could be to vote such shares

in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination,

or 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.

result in the completion of our Business Combination that may not otherwise have been possible.

transactions or in the open market either prior to or following the completion of our Business Combination, although they are

under no obligation to do so.

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

In the event that our sponsors, strategic investor, 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.

The purpose of such purchases could

be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval

of the Business Combination, or 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.

This may result in the completion of our Business Combination that may not otherwise have been possible.

In addition, if such purchases are made,

the public “float”

of our common stock and the number of beneficial holders of our securities may be reduced, possibly

the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly

making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

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For example, we may require our public stockholders

seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials

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fails to comply with these or any other procedures, its shares may not be redeemed.

See “Item 1.

Business –

Stock Certificates in Connection with a Tender Offer or Redemption Rights”

for additional information.

Business – Tendering

Stock Certificates in Connection with a Tender Offer or Redemption Rights” for additional information.

If the net proceeds of the Initial

Public Offering and the Concurrent Private Placement not being held in the Trust Account are insufficient, it could limit the

amount available to fund our search for a target business or businesses and complete our Business Combination and we may be required

to depend on the availability of loans from our sponsors, management team or strategic investor to fund our search for a Business

Combination, to pay our franchise and income taxes and to complete our Business Combination.

If we are unable to obtain these

loans, we may be unable to complete our Business Combination.

If the funds available to us outside the

Trust Account are not sufficient to fund our working capital requirements, we may be required to borrow funds from our sponsors,

management team, strategic investor or other third parties to operate or may be forced to liquidate.

Other than working capital

loans of $1,460,000 which have been received through March 10, 2021 ($1,000,000 of which was converted into working capital warrants),

none of our sponsors or strategic investor, members of our management team or any of their affiliates is under any obligation to

advance funds to us in such circumstances.

Any such loans and advances would be repaid only from funds held outside the Trust Account

or from funds released to us upon completion of our Business Combination.

We do not expect to seek loans from parties other than

our sponsors or strategic investor or an affiliate of our sponsors or strategic investor as we do not believe third parties will

be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

we are unable to obtain these loans, we may be unable to complete our Business Combination.

If we are unable to complete our Business

Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust

Consequently, our public stockholders may only receive approximately $10.00 per share plus any pro rata 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 $75,000

of interest to pay dissolution expenses) on our redemption of our public shares, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption

amount received by stockholders may be less than $10.00 per share” and other risk factors below.

We may be unable to obtain additional

financing to complete our Business Combination or to fund the operations and growth of a target business, which could compel us

to restructure or abandon a particular Business Combination.

Although we believe that the net proceeds

of the Initial Public Offering and Concurrent Private Placement, as well as the private placement made by our strategic investor,

will be sufficient to allow us to complete our Business Combination, such aggregate net proceeds may not be sufficient to meet

the capital requirements for our Business Combination.

If the net proceeds of the Initial Public Offering and Concurrent Private

Placement prove to be insufficient, either because of the size of our Business Combination, the depletion of the available net

proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders

who elect redemption in connection with our Business Combination or the terms of negotiated transactions to purchase shares in

connection with our Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing

proves to be unavailable when needed to complete our Business Combination, we would be compelled to either restructure the transaction

or abandon that particular Business Combination and seek an alternative target business candidate.

If we are unable to complete

our Business Combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata 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 $75,000

of interest to pay dissolution expenses) on the liquidation of our Trust Account and our warrants will expire worthless.

even if we do not need additional financing to complete our Business Combination, we may require such financing to fund the operations

or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued

development or growth of the target business.

None of our officers, directors or stockholders

is required to provide any financing to us in connection with or after our Business Combination.

If we are unable to complete

our Business Combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our Trust

Account, and our warrants will expire worthless.

Risks Related to Our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be

forced to sell your public shares or warrants, potentially at a loss.

To liquidate your investment, therefore, you may

be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders will be entitled

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(i) our completion of a Business Combination, (ii)

the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate

of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete

our Business Combination during the Combination Period and (iii) the redemption of our public shares if we are unable to complete

a Business Combination during the Combination Period, subject to applicable law and as further described herein.

In addition, if

we are unable to complete a Business Combination during the Combination Period for any reason, compliance with Delaware law may

require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds

held in our Trust Account.

In that case, public stockholders may be forced to wait beyond during the Combination Period before

they receive funds from our Trust Account.

In no other circumstances will a public stockholder have any right or interest of any

kind in the Trust Account.

Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,

potentially at a loss.

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.

We 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.

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.

assure you that we will be able to meet those initial listing requirements at that time.

If 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.

The 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

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.

While we are 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.

Further, if 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.

the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated

certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do

not complete our Business Combination during the Combination Period and (iii) the redemption of our public shares if we are unable

to complete a Business Combination during the Combination Period, subject to applicable law and as further described herein.

addition, if we are unable to complete a Business Combination during the Combination Period for any reason, compliance with Delaware

law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution

of the proceeds held in our Trust Account.

In that case, public stockholders may be forced to wait beyond during the Combination

Period before they receive funds from our Trust Account.

In no other circumstances will a public stockholder have any right or

interest of any kind in the Trust Account.

Accordingly, to liquidate your investment, you may be forced to sell your public shares

or warrants, potentially at a loss.

You will not be entitled to protections

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Among other things, this means

our Units were immediately tradable at the IPO Closing Date and we will have a longer period of time to complete our Business Combination

than do companies subject to Rule 419.

Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest

earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection

with our completion of a Business Combination.

If we seek stockholder approval of our

Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

our Units were immediately tradable at the IPO Closing Date and we will have a longer period of time to complete our Business

Combination than do companies subject to Rule 419.

Moreover, if we were subject to Rule 419, that rule would prohibit the release

of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released

to us in connection with our completion of a Business Combination.

If we seek stockholder approval of

our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of stockholders are deemed to hold in excess of 20% of our common stock, you will lose the ability to redeem all such shares in

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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

such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20%

of the public shares sold in the IPO, which we refer to as the “Excess Shares.”

However, this does not restrict our

stockholders’

ability to vote all of their shares (including Excess Shares) for or against our Business Combination.

inability to redeem the Excess Shares will reduce a stockholder’s influence over our ability to complete our Business Combination

of the public shares sold in the IPO, which we refer to as the “Excess Shares.” However, this does not restrict our

stockholders’ ability to vote all of their shares (including Excess Shares) for or against our Business Combination.

inability to redeem the Excess Shares will reduce a stockholder’s influence over our ability to complete our Business Combination

and could result in a stockholder suffering a material loss on investment if the stockholder sells Excess Shares in open market

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and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous

target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the Concurrent Private

Placement, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited

by our available financial resources.

of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our

financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there

are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the Concurrent

Private Placement, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be

limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition

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stockholders may receive less than $10.00 per share upon our liquidation.

See “—

If third parties bring claims against

See “— If third parties bring claims against

us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be

less than $10.00 per share”

and other risk factors below.

If the net proceeds of our Initial Public

Offering and Concurrent Private Placement not being held in the Trust Account are insufficient to allow us to operate during the

Combination Period, we may be unable to complete our Business Combination, in which case our public stockholders may only receive

$10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

less than $10.00 per share” and other risk factors below.

If the net proceeds of our Initial

Public Offering and Concurrent Private Placement not being held in the Trust Account are insufficient to allow us to operate during

the Combination Period, we may be unable to complete our Business Combination, in which case our public stockholders may only

receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

As of December 31, 2020, we have $49,202

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to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping”

around for transactions

with other companies on terms more favorable to such target businesses) with respect to a particular proposed Business Combination,

although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive

exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),

we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00 per share on the

liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may

receive less than $10.00 per share upon our liquidation.

See “—

If third parties bring claims against us, the proceeds

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00

per share”

and other risk factors below.

If the net proceeds of the Initial Public

Offering and the Concurrent Private Placement not being held in the Trust Account are insufficient, it could limit the amount available

to fund our search for a target business or businesses and complete our Business Combination and we may be required to depend on

the availability of loans from our sponsors, management team or strategic investor to fund our search for a Business Combination,

to pay our franchise and income taxes and to complete our Business Combination.

If we are unable to obtain these loans, we may

be unable to complete our Business Combination.

If the funds available to us outside the

Trust Account are not sufficient to fund our working capital requirements, we may be required to borrow funds from our sponsors,

management team, strategic investor or other third parties to operate or may be forced to liquidate.

Other than working capital

loans of $1,000,000 which were received in January 2020, none of our sponsors or strategic investor, members of our management

team or any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such loans and advances

would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our Business Combination.

We do not expect to seek loans from parties other than our sponsors or strategic investor or an affiliate of our sponsors or strategic

investor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our Trust Account.

If we are unable to obtain these loans, we may be unable to complete our Business

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we

will be forced to cease operations and liquidate the Trust Account.

Consequently, our public stockholders may only receive approximately

$10.35 per share (as of December 31, 2019) on our redemption of our public shares, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.35 per share (as of December 31, 2019) on the redemption of their

See “—

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and

the per-share redemption amount received by stockholders may be less than $10.35 per share”

and other risk factors below.

Subsequent to the completion of our

Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that

could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause

you to lose some or all of your investment.

Even if we conduct extensive due diligence

on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may

be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount

of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of

these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

though these charges may be non-cash items and would not have an immediate impact on our liquidity, the fact that we report charges

of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature

may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held

by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who choose to

remain stockholders following the Business Combination could suffer a reduction in the value of their shares.

Such stockholders

are unlikely to have a remedy for such reduction in value.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00 per share

on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.00 per share upon our liquidation.

See “— If third parties bring claims against us, the

proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share” and other risk factors below.

If third parties bring claims against

us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be

less than $10.35 per share (as of December 31, 2019).

less than $10.00 per share.

Our placing of funds in the Trust Account

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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.

Upon redemption

of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise

of a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption

amount received by public stockholders could be less than the $10.35 per share (as of December 31, 2019), due to claims of such

Each sponsor has agreed that it will be liable to us, jointly and severally, if and to the extent any claims by a vendor

(other than our independent public accountants) for services rendered or products sold to us, or a prospective target business

with which we have discussed entering into a transaction 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 the value of the trust assets, in each case net, of the interest which may be withdrawn

to pay our franchise and income tax obligations.

This liability will not apply with respect to any claims by a third party who

executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of

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

in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsors will not be responsible

to the extent of any liability for such third party claims.

We have not independently verified whether each sponsor has sufficient

funds to satisfy its indemnity obligations and believe that our sponsors’

only substantive assets are securities of our

We have not asked our sponsors to reserve for such indemnification obligations.

Therefore, we cannot assure you that

our sponsors would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust

Account, the funds available for our Business Combination and redemptions could be reduced to less than $10.35 per public share

(as of December 31, 2019).

In such event, we may not be able to complete our Business Combination, and you would receive such

lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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.

Upon redemption of our public

shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption

right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that were

not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public stockholders could be less than $10.00 per share (plus any pro rata interest earned on the funds held in the

Trust Account and not previously released to us to pay our franchise and income taxes) , due to claims of such creditors.

sponsor has agreed that it will be liable to us, jointly and severally, if and to the extent any claims by a vendor (other than

our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we

have discussed entering into a transaction 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 the value of the trust assets, in each case net, of the interest which may be withdrawn to pay our franchise

and income tax obligations.

This liability will not apply with respect to any claims by a third party who executed a waiver of

any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our

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

Moreover, in the event that

an executed waiver is deemed to be unenforceable against a third party, then our sponsors will not be responsible to the extent

of any liability for such third-party claims.

We have not independently verified whether each sponsor has sufficient funds to satisfy

its indemnity obligations and believe that our sponsors’ only substantive assets are securities of our company.

asked our sponsors to reserve for such indemnification obligations.

Therefore, we cannot assure you that our sponsors would be

able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds

available for our Business Combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we

may not be able to complete our Business Combination, and you would receive such lesser amount per share in connection with any

redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce

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for distribution to our public stockholders.

In the event that the proceeds in the Trust

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

as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of

the interest which may be withdrawn to pay our franchise and income tax obligations, and each sponsor asserts that it is unable

to satisfy its 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 sponsors to enforce their indemnification obligations.

In the event that the proceeds in the

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

Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case

net of the interest which may be withdrawn to pay our franchise and income tax obligations, and each sponsor asserts that it is

unable to satisfy its 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 sponsors to enforce their indemnification obligations.

While we currently expect that our independent

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If, after we distribute the proceeds

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of

punitive damages.

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to

claims of punitive damages.

If, after we distribute the proceeds in

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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

laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court

could seek to recover all amounts received by our stockholders.

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If, before distributing the proceeds

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and

the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders

and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in

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in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent

any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection

with our liquidation may be reduced.

extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders

in connection with our liquidation may be reduced.

If we are deemed to be an investment

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under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● restrictions

on the issuance of securities, each of which may make it difficult for us to complete our Business Combination.

restrictions on

the nature of our investments;

restrictions on

the issuance of securities, each of which may make it difficult for us to complete our Business Combination.

In addition, we may have imposed upon

us burdensome requirements, including:

● registration

as an investment company;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

registration as

an investment company;

adoption of a specific

form of corporate structure;

reporting, record

keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment

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in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,

owning, holding or trading “investment securities”

constituting more than 40% of our total assets (exclusive of U.S.

owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

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To this end, the proceeds held in the Trust Account may only

be invested in United States “government securities”

within the meaning of Section 2(a) (16) of the Investment Company

be invested in United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company

Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

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government treasury obligations.

Pursuant to the trust agreement, the

trustee is not permitted to invest in other securities or assets.

Pursuant to the trust agreement,

the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments,

and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling

businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

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may receive only approximately $10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

Changes in laws or regulations, or a

failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

Changes in laws or regulations, or

a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and

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and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure

to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business

and results of operations.

In addition, a

failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our

business and results of operations.

Our stockholders may be held liable

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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.

However, it is

our intention to redeem our public shares as soon as reasonably possible following during the Combination Period in the event we

do not complete our Business Combination and, therefore, we do not intend to comply with the foregoing procedures.

is our intention to redeem our public shares as soon as reasonably possible following during the Combination Period in the event

we do not complete our Business Combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with

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If our plan of distribution complies with Section 281(b)

of the DGCL, 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 likely be

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common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such

registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to

exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able

to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the shares of common

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until the expiration of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will

be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in

the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current

We cannot assure you that we

will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth

in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current

or correct or the SEC issues a stop order.

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for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption from registration is available.

Notwithstanding the above, if our common stock is at the time of any exercise

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event

we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our

best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants

in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws

and there is no exemption available.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified

or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such

warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units

will have paid the full unit purchase price solely for the shares of common stock included in the units.

If and when the warrants

become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares

of common stock for sale under all applicable state securities laws.

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration is available.

Notwithstanding the above, if our common stock is at the time

of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise

their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the

event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to

use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the

warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities

laws and there is no exemption available.

If the issuance of the shares upon exercise of the warrants is not so registered or

qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant

and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase

of units will have paid the full unit purchase price solely for the shares of common stock included in the units.

the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying

shares of common stock for sale under all applicable state securities laws.

The grant of registration rights to

1 unchanged sentence

may adversely affect the market price of our common stock.

Pursuant to an agreement entered into on

the IPO Closing Date, our initial stockholders and our strategic investor and their permitted transferees can demand that we register

their founder shares, the shares issuable pursuant to the contingent forward purchase contract, the shares of common stock issuable

upon exercise of the warrants pursuant to the contingent forward purchase contract, the private placement warrants and the shares

of common stock issuable upon exercise of the private placement warrants held by them and holders of warrants that may be issued

upon conversion of working capital loans may demand that we register such warrants or the common stock issuable upon exercise of

such warrants.

In addition, given that the lock-up period on the founder shares is potentially shorter than most other blank check

companies, these shares may become registered and available for sale sooner than founder shares in such other companies.

bear the cost of registering these securities.

The registration and availability of such a significant number of securities for

trading in the public market may have an adverse effect on the market price of our common stock.

In addition, the existence of

the registration rights may make our Business Combination more costly or difficult to conclude.

This is because the stockholders

of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset

the negative impact on the market price of our common stock that is expected when the securities owned by our initial stockholders

or holders of working capital loans or their respective permitted transferees are registered.

While we may seek to complete a Business

Combination with an operating company in the leisure sector or a leisure-related business, we are not limited to a particular industry,

sector or any specific target businesses with which to pursue our Business Combination, and consequently you will be unable to

ascertain the merits or risks of any particular target business’

While we are considering a Business Combination

with an operating company in the leisure sector or a leisure-related business, we may seek to complete a Business Combination with

an operating company in any industry or sector.

However, we will not, under our amended and restated certificate of incorporation,

be permitted to effectuate our Business Combination with another blank check company or similar company with nominal operations,

and we will not seek a company in any business which is directly competitive with any business conducted by Inspired because of

the non-competition agreements entered into by Mr.

Because we have not yet identified or approached any specific

target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent

we complete our Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings,

we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure

you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete

due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce

the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our units

will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a Business

Combination target.

Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer

a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

Because we intend to seek a Business

Combination with a target business in the leisure sector or a leisure-related business, we expect our future operations to be subject

to risks associated with this industry.

Businesses in the leisure sector or leisure-related

businesses are generally subject to greater governmental regulation than most other industries at the U.S.

state and federal levels,

and internationally.

In particular, we would be subject to extensive regulations if we seek a Business Combination with a gaming-related

In certain jurisdictions, forms of wagering,

betting and lottery may be expressly authorized and governed by law and in other jurisdictions forms of wagering, betting and lottery

may be expressly prohibited by law.

If expressly authorized, such activities are typically subject to extensive and evolving governmental

Gaming regulatory requirements vary from jurisdiction to jurisdiction.

Therefore, we would be subject to a wide range

of complex gaming laws, rules and regulations in the jurisdictions in which we would be licensed or may seek to be licensed.

jurisdictions require that gaming companies be licensed and/or authorized, or that key personnel and certain of our security holders

are found to be suitable or are licensed, and that products are reviewed, tested and certified or approved before placement.

a license, approval, certification or finding of suitability is required by a regulatory or national authority and we fail to seek

or do not receive the necessary approval, license, certification or finding of suitability, then we may be prohibited from distributing

our products for use in the respective jurisdiction.

Additionally, such prohibition could trigger reviews by regulatory bodies

in other jurisdictions.

If we seek to acquire a gaming company,

we or our acquired business may be required to obtain and maintain licenses from various state and local jurisdictions in order

to operate certain aspects of the business and may be subject to extensive background investigations and suitability standards.

We may also become subject to regulation in any other jurisdiction where our customers are permitted to operate in the future.

There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, and the loss, denial

or non-renewal of any of our licenses could have a material adverse effect on our business.

Generally, regulatory authorities have

broad discretion when granting, renewing or revoking approvals and licenses.

Our failure, or the failure of any of our key personnel,

systems or machines, in obtaining or retaining a required license or approval in one jurisdiction could negatively impact our ability

(or the ability of any of our key personnel, systems or gaming machines) to obtain or retain required licenses and approvals in

other jurisdictions.

The failure to obtain or retain a required license or approval in any jurisdiction would decrease the geographic

area where we may operate and generate revenues, decrease our share in the gaming marketplace and put us at a disadvantage compared

with our competitors.

In addition, given the extensive regulations

concerning the gaming industry, a Business Combination in this industry may require significant governmental or regulatory approvals

that could delay the consummation of our Business Combination.

In such case, we may be unable to complete a Business Combination

in the expected timeframe and may require one or more extensions to complete such Business Combination.

We may seek acquisition opportunities

in industries or sectors which may or may not be outside of our management’s areas of expertise.

We will consider a Business Combination

outside of our management’s areas of expertise if a Business Combination candidate is presented to us and we determine that

such candidate offers an attractive acquisition opportunity for our company.

Although our management will endeavor to evaluate

the risks inherent in any particular Business Combination candidate, we cannot assure you that we will adequately ascertain or

assess all of the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately

prove to be less favorable to investors than a direct investment, if an opportunity were available, in a Business Combination candidate.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on

Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that

we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the significant risk

Accordingly, any stockholders who choose to remain stockholders following our Business Combination could suffer a reduction

in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value.

Although we have identified general

criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our Business

Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter

into our Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our

Business Combination will not have all of these positive attributes.

If we complete our Business Combination with a target that

does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that

does meet all of our general criteria and guidelines.

In addition, if we announce a prospective Business Combination with a target

that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights,

which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net

worth or a certain amount of cash.

In addition, if stockholder approval of the transaction is required by law, or we decide to

obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval

of our Business Combination if the target business does not meet our general criteria and guidelines.

If we are unable to complete

our Business Combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our Trust

Account and our warrants will expire worthless.

We may seek acquisition opportunities

with a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us

to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete our Business

Combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be

affected by numerous risks inherent in the operations of the business with which we combine.

These risks include volatile revenues

or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk

factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control

and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion

from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our Business Combination

with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses,

we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained,

our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards

generally accepted by the financial community.

Such standards used will be disclosed in our tender offer documents or proxy solicitation

materials, as applicable, related to our Business Combination.

Pursuant to an agreement entered into

on the IPO Closing Date, our initial stockholders and our strategic investor and their permitted transferees can demand that we

register their founder shares, the shares issuable pursuant to the contingent forward purchase contract, the shares of common

stock issuable upon exercise of the warrants pursuant to the contingent forward purchase contract, the private placement warrants

and the shares of common stock issuable upon exercise of the private placement warrants held by them and holders of warrants that

may be issued upon conversion of working capital loans may demand that we register such warrants or the common stock issuable

upon exercise of such warrants.

In addition, given that the lock-up period on the founder shares is potentially shorter than most

other blank check companies, these shares may become registered and available for sale sooner than founder shares in such other

We will bear the cost of registering these securities.

The registration and availability of such a significant number

of securities for trading in the public market may have an adverse effect on the market price of our common stock.

the existence of the registration rights may make our Business Combination more costly or difficult to conclude.

This is because

the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration

to offset the negative impact on the market price of our common stock that is expected when the securities owned by our initial

stockholders or holders of working capital loans or their respective permitted transferees are registered.

We do not have a specified maximum

redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a Business Combination

with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of

incorporation does not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the SEC’s

“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement

relating to our Business Combination.

As a result, we may be able to complete our Business Combination even though a substantial

majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder

approval of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the

tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, strategic investor,

officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for

all shares of 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, all shares of common stock submitted for redemption will be returned to the holders

thereof, and we instead may search for an alternate Business Combination.

The exercise price for the public warrants

is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire

The exercise price of the public warrants

is higher than is typical in many similar blank check companies in the past.

Historically, the exercise price of a warrant was

generally a fraction of the purchase price of the units in the initial public offering.

The exercise price for our public warrants

is $11.50 per share.

As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

In order to effectuate our Business

Combination, we may seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that

will make it easier for us to complete our Business Combination but that our stockholders may not support.

In order to effectuate a Business Combination,

blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.

For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and changed

industry focus.

We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate

our Business Combination.

The provisions of our amended and restated

certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement

governing the release of funds from our Trust Account) may be amended with the approval of holders of 65% of our common stock,

which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend

our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of a Business Combination

that some of our stockholders may not support.

Some other blank check companies have

a provision in their charter that prohibits the amendment of certain of its provisions, including those which relate to a company’s

pre-Business Combination activity, without approval by a certain percentage of the company’s stockholders.

In those companies,

amendment of these provisions requires approval by between 90% and 100% of the company’s public stockholders.

and restated certificate of incorporation provides that any of its provisions related to pre-Business Combination activity (including

the requirement to deposit proceeds of our Initial Public Offering and the Concurrent Private Placement into the Trust Account

and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described

herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions

of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our

common stock entitled to vote thereon.

In all other instances, our amended and restated certificate of incorporation may be amended

by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL

or applicable stock exchange rules.

Our initial stockholders, who collectively beneficially own founder shares representing approximately

21% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust

agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions

of our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some

other blank check companies, and this may increase our ability to complete a Business Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our sponsors, strategic investor, 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 do not complete our Business Combination during the Combination Period, unless we provide our public stockholders

with the opportunity to redeem their shares of 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, divided by the number of then outstanding public

These agreements are contained in a letter agreement that we have entered into with initial stockholders.

Our stockholders

are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies

against our sponsors, strategic investor, officers or directors for any breach of these agreements.

As a result, in the event

of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

Our initial stockholders may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

As of December 31, 2020, our initial stockholders

own founder shares representing approximately 80.3% of our issued and outstanding shares of common stock and our strategic investor

owns an additional 1,000,000 public shares (which were acquired as part of units purchased in our Initial Public Offering), representing

aggregate ownership of 96.4% of the outstanding shares of common stock.

Accordingly, our initial stockholders may exert a substantial

influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our

amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase

any additional shares of common stock in the open market or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the current trading price of

our common stock.

In addition, because of their ownership position, our initial stockholders will continue to have considerable

influence on elections for our boards of directors and will continue to exert control at least until the completion of our Business

We may amend the terms of the warrants

in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of

shares of our common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered

form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement

provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make

any change that adversely affects the interests of the registered holders.

Accordingly, we may amend the terms of the public warrants

in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public

warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of

the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a

We may redeem your unexpired warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding

warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that

the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day

period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain

other conditions are met.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are

unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the

outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be

disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to

hold your warrants or (iii) to accept the nominal redemption price of $0.01 per warrant which, at the time the outstanding warrants

are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private placement

warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

Our warrants and founder shares may

have an adverse effect on the market price of our common stock and make it more difficult to effectuate our Business Combination.

We issued warrants to purchase 10,000,000

shares of our common stock as part of the units offered in our Initial Public Offering and we issued warrants to purchase an aggregate

of 6,825,000 shares of common stock at $11.50 per share in the Concurrent Private Placement.

Our initial stockholders currently

own an aggregate of 5,000,000 founder shares.

In addition, our sponsors or strategic investor made working capital loans in the

aggregate amount of $1,460,000, as of March 10, 2021, of which $1,000,000 has been converted to warrants and an additional $460,000

loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender.

Such warrants would be identical

to the private placement warrants, including as to exercise price, exercisability and exercise period.

In addition, we issued to

GTWY Holdings Limited warrants to purchase 566,288 shares of LACQ common stock in exchange for previously outstanding loans under

the GTWY Expense Advancement Agreement.

To the extent we issue shares of common

stock to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of common

stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares

of common stock issued to complete the Business Combination.

Therefore, our warrants and founder shares may make it more difficult

to effectuate a Business Combination or increase the cost of acquiring the target business.

The private placement warrants are identical

to the warrants sold as part of the units in our Initial Public Offering except that, so long as they are held by their initial

purchasers or their permitted transferees, (i) they will not be redeemable by us, (ii) they (including the common stock issuable

upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by such purchasers

until 30 days after the completion of our Business Combination, (iii) they may be exercised by the holders on a cashless basis

and (iv) are subject to registration rights.

Because each unit contains one-half

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant

may be exercised at any given time.

This is different from other offerings similar to ours whose units include one share of common

stock and one warrant to purchase one whole share.

We have established the components of the units in this way in order to reduce

the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate

for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us,

we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be

worth less than if they included a warrant to purchase one whole share.

Because we must furnish our stockholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination

with some prospective target businesses.

The federal proxy rules require that a

proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include target historical

and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure in

connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS depending on the circumstances and the historical

financial statements may be required to be audited in accordance with the standards of 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 financial

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

Combination within the prescribed time frame.

We are an emerging growth company within

the meaning of the Securities Act, as well as a smaller reporting company within the meaning of the Securities Act, and if we

take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting

companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier,

including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time,

in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors

will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less

attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise

would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such

extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

This may make comparison of our financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Additionally, we qualify

as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value

of common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal

quarter, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of

common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, we may also make comparison of its financial statements

with other public companies difficult or impossible.

Compliance obligations

under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our Business Combination, require substantial financial

and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls.

As long as we maintain our status as an “emerging

growth company,” we will not be required to comply with the independent registered public accounting firm attestation requirement

on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements

of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which

we seek to complete our Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such acquisition.

Provisions in our amended and restated

certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing

to pay in the future for our common stock and could entrench management.

Our amended and restated certificate of

incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate

the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions

under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

If we effect our Business Combination

with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks

that may negatively impact our operations.

If we effect our Business Combination

with a company with operations or opportunities outside of the United States, we would be subject to any special considerations

or risks associated with companies operating in an international setting, including any of the following:

higher costs and

difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements

of overseas markets;

rules and regulations

regarding currency redemption;

complex corporate

withholding taxes on individuals;

laws governing the

manner in which future Business Combinations may be effected;

tariffs and trade

regulations related

to customs and import/export matters;

longer payment cycles

and challenges in collecting accounts receivable;

tax issues, such

as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations

and exchange controls;

rates of inflation;

cultural and language

employment regulations;

crime, strikes,

riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration of

political relations with the United States;

government appropriations

We may not be able to adequately address

these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations

and financial condition.

Risks Related to The Company after a Business Combination

Subsequent to the completion of our

Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that

could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause

you to lose some or all of your investment.

Even if we conduct extensive

due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues

that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary

amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

though these charges may be non-cash items and would not have an immediate impact on our liquidity, unexpected risks may arise

and previously known risks may materialize in a manner not consistent with LACQ’s risk analysis.

Even though some of these

charges may be non-cash items and not have an immediate impact on LACQ’s liquidity, charges of this nature could contribute

to negative market perceptions about LACQ or its securities.

Accordingly, LACQ’s stockholders following the business combination

could suffer a reduction in the value of their shares .

We may issue additional common or preferred

shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination, any

one of which would dilute the interest of our stockholders and likely present other risks.

shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination,

any one of which would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of

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of preferred stock, par value $0.0001 per share.

As of December 31, 2019, there were 49,923,749 authorized but unissued shares

of common stock available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding

As of December 31, 2019, there were no shares of preferred stock issued and outstanding.

These amounts assume the issuance

of 6,250,000 units issuable pursuant to our strategic investor’s contingent forward purchase contract.

As of March 10, 2021, there were 75.4 million authorized but unissued shares of

common stock available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding

warrants, and there were no shares of preferred stock issued and outstanding.

We may issue a substantial number of additional

shares of common or preferred stock to complete our Business Combination or under an employee incentive plan after completion of

our Business Combination.

However, our amended and restated certificate of incorporation provides, among other things, that prior

to our Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to receive

funds from the Trust Account or vote on any Business Combination.

The issuance of additional shares of common or preferred stock:

significantly dilute the equity interest of existing stockholders;

subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common

cause a change in control if a substantial number of shares of common stock is issued, which may affect, among other things, our

ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

shares of common or preferred stock to complete our Business Combination or under an employee incentive plan after completion

of our Business Combination.

However, our amended and restated certificate of incorporation provides, among other things, that

prior to our Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof

to receive funds from the Trust Account or vote on any Business Combination.

The issuance of additional shares of common or preferred

may significantly

dilute the equity interest of existing stockholders;

may subordinate

the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change

in control if a substantial number of shares of common stock is issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers

and directors;

adversely affect prevailing market prices for our units, common stock and/or warrants.

may adversely affect

prevailing market prices for our units, common stock and/or warrants.

Resources could be wasted in researching

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If we are unable to complete our Business Combination, our public stockholders may receive only approximately

$10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will

expire worthless.

$10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants

will expire worthless.

We anticipate that the investigation of

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likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete

our Business Combination for any number of reasons including those beyond our control.

Any such event will result in a loss to

us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with

another business.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to

complete our Business Combination for any number of reasons including those beyond our control.

Any such event will result in

a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or

merge with another business.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately

$10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial

condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of

the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt,

we may choose to incur substantial debt to complete our Business Combination.

We have agreed that we will not incur any indebtedness

unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in

the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

default and foreclosure

on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations;

acceleration of

our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment

of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to

obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing

while the debt security is outstanding;

our inability to

pay dividends on our common stock;

using a substantial

portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on

our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

limitations on our

flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability

to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our

ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

other disadvantages

compared to our competitors who have less debt.

We may only be able to complete one

Business Combination, which will cause us to be solely dependent on a single business which may have a limited number of products

This lack of diversification may negatively impact our operations and profitability.

We may effectuate our Business Combination

with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not

be able to effectuate our Business Combination with more than one target business because of various factors, including the existence

of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present

operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

completing our Business Combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible

spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations

in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

solely dependent

upon the performance of a single business, property or asset;

dependent upon the

development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject

us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our business combination.

We may attempt to complete our Business

Combination with a private company about which little information is available, which may result in a Business Combination with

a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy,

we may seek to effectuate our Business Combination with a privately held company.

Very little public information generally exists

about private companies, and we could be required to make our decision on whether to pursue a potential Business Combination on

the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected,

Risks Related to Our Sponsor, Management, Directors and

We are dependent upon our executive

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continued service of our executive officers and directors, at least until we have completed our Business Combination.

our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will

have conflicts of interest in allocating management time among various business activities, including identifying potential Business

Combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key man insurance on the

life of, any of our directors or executive officers.

The unexpected loss of the services of one or more of our directors or executive

officers could have a detrimental effect on us.

Our ability to successfully effect our

Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom

may join us following our Business Combination.

our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly,

will have conflicts of interest in allocating management time among various business activities, including identifying potential

Business Combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key man insurance

on the life of, any of our directors or executive officers.

The unexpected loss of the services of one or more of our directors

or executive officers could have a detrimental effect on us.

Our ability to successfully effect

our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some

of whom may join us following our Business Combination.

The loss of key personnel could negatively impact the operations and profitability

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of an acquisition candidate may resign upon completion of our Business Combination.

The departure of a Business Combination target’s

key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition

candidate’s key personnel upon the completion of our Business Combination cannot be ascertained at this time.

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition

candidate’s key personnel upon the completion of our Business Combination cannot be ascertained at this time.

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition

candidate following our Business Combination, it is possible that members of the management of an acquisition candidate will not

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The loss of key personnel could negatively impact the operations and profitability of our post-combination

Past performance by our management team

may not be indicative of future performance of an investment in our company.

Information regarding performance by, or

businesses associated with, our management team, including Mr.

Silvers is presented for informational purposes only.

Past performance by our management

team may not be indicative of future performance of an investment in our company.

Information regarding performance by,

or businesses associated with, our management team, including Mr.

Silvers is presented for informational purposes

Past performance by our management team, including with respect to Mr.

Weil’s involvement with two successor entities of

blank check companies, is not a guarantee either (i) that we will be able to locate a suitable candidate for our Business Combination

Weil’s involvement with two successor entities

of blank check companies, is not a guarantee either (i) that we will be able to locate a suitable candidate for our Business Combination

or (ii) of success with respect to any Business Combination we may consummate.

You should not rely on the historical record

of our management team’s performance as indicative of future performance.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular Business Combination.

These agreements may provide

for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest

in determining whether a particular Business Combination is the most advantageous.

Our key personnel may be able to remain

with the company after the completion of our Business Combination only if they are able to negotiate employment or consulting agreements

in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation of the Business

Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for

services they would render to us after the completion of the Business Combination.

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business.

However, we believe the ability of such

individuals to remain with us after the completion of our Business Combination will not be the determining factor in our decision

as to whether or not we will proceed with any potential Business Combination.

There is no certainty, however, that any of our key

personnel will remain with us after the completion of our Business Combination.

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with us.

Should one or more members of the management team

seek to enter into an employment contract with a target, we would refer such matter of employment to a committee of disinterested

directors of our board of directors for consideration.

The determination as to whether any of our key personnel will remain with

us will be made at the time of our Business Combination.

of our management team’s performance as indicative of future performance.

We may have a limited ability to assess

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management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact

the value of our stockholders’

investment in us.

the value of our stockholders’ investment in us.

When evaluating the desirability of effecting

our Business Combination with a prospective target business, our ability to assess the target business’s management may be

limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore,

may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s

management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability

of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain stockholders following

the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy

for such reduction in value.

our Business Combination with a prospective target business, our ability to assess the target business’s management may

be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management,

therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations

and profitability of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain

stockholders following the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely

to have a remedy for such reduction in value.

Our officers and directors will allocate

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Our independent directors may also serve as officers or board members for other entities.

If our officers’

and directors’

other business affairs require them to devote substantial amounts of time to such affairs in excess of their

current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability

to complete our Business Combination.

If our officers’

and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their

current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our

ability to complete our Business Combination.

Our sponsors and our strategic investor,

and their affiliates, have no obligation to provide us with potential investment opportunities or to devote any specified amount

of time or support to our company’s business.

Although we expect to benefit from our

sponsors’

and our strategic investor’s network of relationships and processes for sourcing, evaluating and allocating

sponsors’ and our strategic investor’s network of relationships and processes for sourcing, evaluating and allocating

investment opportunities among itself, us, and other parties, our sponsors and strategic investor have no legal or contractual

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us, or other parties.

We have no investment management, advisory, consulting or other agreement in place with our sponsors or strategic

investor that obligate any of them to undertake efforts on our behalf or that govern the manner in which they will allocate investment

opportunities.

Even if our sponsors and our strategic investor refer an opportunity to us, no assurance can be given that such

opportunity will result in an acquisition agreement or a Business Combination.

We have no investment management, advisory, consulting or other agreement in place with our sponsors or

strategic investor that obligate any of them to undertake efforts on our behalf or that govern the manner in which they will allocate

investment opportunities.

Even if our sponsors and our strategic investor refer an opportunity to us, no assurance can be given

that such opportunity will result in an acquisition agreement or a Business Combination.

Certain of our officers and directors

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in our favor and a potential target business may be presented to another entity prior to its presentation to us.

In addition, our

amended and restated certificate of incorporation provides for the waiver of any requirement to present corporate opportunities

our amended and restated certificate of incorporation provides for the waiver of any requirement to present corporate opportunities

to us to the extent it would conflict with competing duties owed to other entities.

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although we do not intend to do so.

We do not have a policy that expressly prohibits any such persons from engaging for their own

account in business activities of the types conducted by us.

We do not have a policy that expressly prohibits any such persons from engaging for their

own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between

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business which is directly competitive with any business conducted by Inspired and its associated companies that it controls (collectively,

the “Inspired Group”) during his employment, in any geographic area in which such business was so conducted by the

Inspired Group.

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be given that the combined company would not in the future engage in competitive activities which would cause Mr.

to be in breach of the non-competition agreements.

If a court were to conclude that a violation of either or both of the non-competition

agreements had occurred, it could extend the term of Mr.

Weil’s or Mr.

Silvers’

non-competition restrictions and/or

Silvers from participating in our company, or enjoin us from engaging in aspects of the business which compete

with Inspired Group, as applicable.

Silvers to be in breach of the non-competition agreements.

If a court were to conclude that a violation of either or both of the

non-competition agreements had occurred, it could extend the term of Mr.

Weil’s or Mr.

Silvers’ non-competition restrictions

and/or enjoin Mr.

Silvers from participating in our company, or enjoin us from engaging in aspects of the business

which compete with Inspired Group, as applicable.

The court could also impose monetary damages against Mr.

Silvers or us.

materially harm our business and the trading prices of our securities.

Even if ultimately resolved in our favor, any litigation

associated with the non-competition could be time consuming, costly and distract management’s focus from locating suitable

acquisition candidates and operating our business.

Our Executive Chairman is party to a

certain agreement that will limit his ability to solicit or hire employees of Inspired, which could make us a less attractive buyer

to certain target companies.

This could materially harm our business and the trading prices of our securities.

Even if ultimately resolved in our favor,

any litigation associated with the non-competition could be time consuming, costly and distract management’s focus from

locating suitable acquisition candidates and operating our business.

Our Executive Chairman is party to

a certain agreement that will limit his ability to solicit or hire employees of Inspired, which could make us a less attractive

buyer to certain target companies.

In the employment agreement entered into

Lorne Weil, our Executive Chairman, with Inspired, there are also provisions preventing him from being able to directly or

indirectly solicit or entice away or endeavor to solicit or entice away from the Inspired Group for the purposes of employment

Lorne Weil, our Executive Chairman, with Inspired, there are also provisions preventing him from being able to directly

or indirectly solicit or entice away or endeavor to solicit or entice away from the Inspired Group for the purposes of employment

or engagement of any person who on the date of the termination of Mr.

Weil’s employment is employed or engaged by the Inspired

Group in a senior management capacity and with whom Mr.

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termination of Mr.

Weil’s employment (whether or not such person would commit a breach of his contract of employment by doing

Weil’s employment (whether or not such person would commit a breach of his contract of employment by

To the extent a target company may be interested in hiring personnel from the Inspired Group, we might be a less attractive

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Our directors also serve as officers and board members for other entities,

including, without limitation, those described in “Item 10.

Directors, Executive Officers and Corporate Governance”

including, without limitation, those described in “Item 10.

Directors, Executive Officers and Corporate Governance”

Such entities may compete with us for Business Combination opportunities.

Although we will not be specifically focusing

on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated

entity met our criteria for a Business Combination and such transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent

accounting firm, regarding the fairness to our company from a financial point of view of a Business Combination with one or more

domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest

still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public stockholders as

they would be absent any conflicts of interest.

on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such

affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority of our disinterested

Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or

from an independent accounting firm, regarding the fairness to our company from a financial point of view of a Business Combination

with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts

of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public stockholders

as they would be absent any conflicts of interest.

Since our sponsors, strategic investor,

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5,000,000 founder shares, representing 80.3% of the total outstanding shares as of December 31, 2020.

The founder shares will be

worthless if we do not complete our Business Combination.

The founder shares will

be worthless if we do not complete our Business Combination.

In addition, affiliates of our Hydra Sponsor and Matthews Lane Sponsor,

our strategic investor and certain members of management hold an aggregate of 6,825,000 private placement warrants that will also

be worthless if we do not complete a Business Combination.

Holders of founder shares have agreed (A) to vote any shares owned by

them in favor of any proposed Business Combination and (B) not to redeem any founder shares in connection with a stockholder vote

to approve a proposed Business Combination.

In addition, we may obtain loans from our sponsors, strategic investor, affiliates

of our sponsors or strategic investor or an officer or director, and we may pay our sponsors, strategic investor, officers, directors

and any of their respective affiliates’

fees and expenses in connection with identifying, investigating and consummating

a Business Combination.

our strategic investor and certain members of management hold an aggregate of 6,825,000 private placement warrants and an aggregate

of 1,000,001 working capital warrants that will also be worthless if we do not complete a Business Combination.

Holders of founder

shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any

founder shares in connection with a stockholder vote to approve a proposed Business Combination.

In addition, we may obtain loans

from our sponsors, strategic investor, affiliates of our sponsors or strategic investor or an officer or director, and we may

pay our sponsors, strategic investor, officers, directors and any of their respective affiliates’ fees and expenses in connection

with identifying, investigating and consummating a Business Combination.

The personal and financial interests of

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influence their motivation in identifying and selecting a target Business Combination and completing a Business Combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial

condition and thus negatively impact the value of our stockholders’

investment in us.

Although we have no commitments as of the

date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we

may choose to incur substantial debt to complete our Business Combination.

We have agreed that we will not incur any indebtedness

unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in

the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain

covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such

financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general

corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

disadvantages compared to our competitors who have less debt.

We may only be able to complete one

Business Combination with the proceeds of our Initial Public Offering and the Concurrent Private Placement, which will cause us

to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

As of December 31, 2019, the net proceeds

from our Initial Public Offering and the Concurrent Private Placement provided us with approximately $188,312,000 that we may use

to complete our Business Combination and pay related fees and expenses (excluding $7,000,000 of the underwriter’s deferred

discount being held in the Trust Account).

We may effectuate our Business Combination

with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not

be able to effectuate our Business Combination with more than one target business because of various factors, including the existence

of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present

operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

completing our Business Combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible

spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations

in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject

us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our business combination.

We may attempt to simultaneously complete

Business Combinations with multiple prospective targets, which may hinder our ability to complete our Business Combination and

give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire

several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us,

and delay our ability, to complete our Business Combination.

With multiple Business Combinations, we could also face additional

risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if

there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services

or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could

negatively impact our profitability and results of operations.

We may attempt to complete our Business

Combination with a private company about which little information is available, which may result in a Business Combination with

a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we

may seek to effectuate our Business Combination with a privately held company.

Very little public information generally exists

about private companies, and we could be required to make our decision on whether to pursue a potential Business Combination on

the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected,

Our management may not be able to maintain

control of a target business after our Business Combination.

We may structure a Business Combination

so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will only complete such 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 us not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction

that does not meet such criteria.

Even if the post-transaction company owns 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 Business Combination company,

depending on valuations ascribed to the target and us in the Business Combination transaction.

For example, we could pursue a transaction

in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a

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

However, as a result of the issuance of a substantial number

of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding

shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their

holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications

or abilities necessary to profitably operate such business.

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which

a substantial majority of our stockholders do not agree.

Our amended and restated certificate of

incorporation does not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the SEC’s

“penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement

relating to our Business Combination.

As a result, we may be able to complete our Business Combination even though a substantial

majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder

approval of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the

tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, strategic investor,

officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for

all shares of 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, all shares of common stock submitted for redemption will be returned to the holders

thereof, and we instead may search for an alternate Business Combination.

The exercise price for the public warrants

is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire

The exercise price of the public warrants

is higher than is typical in many similar blank check companies in the past.

Historically, the exercise price of a warrant was

generally a fraction of the purchase price of the units in the initial public offering.

The exercise price for our public warrants

is $11.50 per share.

As a result, the warrants are less likely to ever be in the money and more likely to expire worthless.

In order to effectuate our Business

Combination, we may seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that

will make it easier for us to complete our Business Combination but that our stockholders may not support.

In order to effectuate a Business Combination,

blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.

For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and changed

industry focus.

We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate

our Business Combination.

The provisions of our amended and restated

certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement

governing the release of funds from our Trust Account) may be amended with the approval of holders of 65% of our common stock,

which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend

our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of a Business Combination

that some of our stockholders may not support.

Some other blank check companies have a

provision in their charter that prohibits the amendment of certain of its provisions, including those which relate to a company’s

pre-Business Combination activity, without approval by a certain percentage of the company’s stockholders.

In those companies,

amendment of these provisions requires approval by between 90% and 100% of the company’s public stockholders.

and restated certificate of incorporation provides that any of its provisions related to pre-Business Combination activity (including

the requirement to deposit proceeds of our Initial Public Offering and the Concurrent Private Placement into the Trust Account

and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described

herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions

of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our

common stock entitled to vote thereon.

In all other instances, our amended and restated certificate of incorporation may be amended

by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL

or applicable stock exchange rules.

Our initial stockholders, who collectively beneficially own founder shares representing approximately

21% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust

agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of

our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some

other blank check companies, and this may increase our ability to complete a Business Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our sponsors, strategic investor, 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 do not complete our Business Combination during the Combination Period, unless we provide our public stockholders

with the opportunity to redeem their shares of 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, divided by the number of then outstanding public shares.

These agreements are contained in a letter agreement that we have entered into with initial stockholders.

Our stockholders are

not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies

against our sponsors, strategic investor, officers or directors for any breach of these agreements.

As a result, in the event of

a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional

financing to complete our Business Combination or to fund the operations and growth of a target business, which could compel us

to restructure or abandon a particular Business Combination.

Although we believe that the net proceeds

of the Initial Public Offering and Concurrent Private Placement, as well as the private placement made by our strategic investor

, will be sufficient to allow us to complete our Business Combination, such aggregate net proceeds may not be sufficient to meet

the capital requirements for our Business Combination.

If the net proceeds of the Initial Public Offering and Concurrent Private

Placement prove to be insufficient, either because of the size of our Business Combination, the depletion of the available net

proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders

who elect redemption in connection with our Business Combination or the terms of negotiated transactions to purchase shares in

connection with our Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing

proves to be unavailable when needed to complete our Business Combination, we would be compelled to either restructure the transaction

or abandon that particular Business Combination and seek an alternative target business candidate.

If we are unable to complete

our Business Combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes on the liquidation

of our Trust Account and our warrants will expire worthless.

In addition, even if we do not need additional financing to complete

our Business Combination, we may require such financing to fund the operations or growth of the target business.

The failure to

secure additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or stockholders

is required to provide any financing to us in connection with or after our Business Combination.

If we are unable to complete our

Business Combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our Trust Account,

and our warrants will expire worthless.

Our initial stockholders may exert a

substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

As of December 31, 2019, our initial stockholders

own founder shares representing approximately 21% of our issued and outstanding shares of common stock.

Accordingly, they may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders

purchase any additional shares of common stock in the open market or in privately negotiated transactions, this would increase

their control.

Factors that would be considered in making such additional purchases would include consideration of the current

trading price of our common stock.

Our strategic investor purchased an additional 1,000,000 public units in our Initial Public

In addition, because of their ownership position, our initial stockholders will continue to have considerable influence

on elections for our boards of directors and will continue to exert control at least until the completion of our Business Combination.

We may amend the terms of the warrants

in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares

of our common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered

form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement

provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective

provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change

that adversely affects the interests of the registered holders.

Accordingly, we may amend the terms of the public warrants in a

manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants

is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants,

shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding

warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that

the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day

period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain

other conditions are met.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are

unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the

outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be

disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to

hold your warrants or (iii) to accept the nominal redemption price of $0.01 per warrant which, at the time the outstanding warrants

are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private placement

warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

Our warrants and founder shares may

have an adverse effect on the market price of our common stock and make it more difficult to effectuate our Business Combination.

We issued warrants to purchase 10,000,000

shares of our common stock as part of the units offered in our Initial Public Offering and we issued warrants to purchase an aggregate

of 6,825,000 shares of common stock at $11.50 per share in the Concurrent Private Placement.

Our initial stockholders currently

own an aggregate of 5,000,000 founder shares.

In addition, our sponsors or strategic investor made working capital loans in the

aggregate amount of $1,000,000 to us in January 2020, of which such loans may be converted into warrants, at the price of $1.00

per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise

price, exercisability and exercise period.

Further, our strategic investor has entered into a contingent forward purchase contract

with us to purchase 6,250,000 of our units on substantially the same terms as the sale of units in our Initial Public Offering

at $10.00 per unit.

To the extent we issue shares of common

stock to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of common

stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares

of common stock issued to complete the Business Combination.

Therefore, our warrants and founder shares may make it more difficult

to effectuate a Business Combination or increase the cost of acquiring the target business.

The private placement warrants are identical

to the warrants sold as part of the units in our Initial Public Offering except that, so long as they are held by their initial

purchasers or their permitted transferees, (i) they will not be redeemable by us, (ii) they (including the common stock issuable

upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by such purchasers

until 30 days after the completion of our Business Combination, (iii) they may be exercised by the holders on a cashless basis

and (iv) are subject to registration rights.

Because each unit contains one-half

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant

may be exercised at any given time.

This is different from other offerings similar to ours whose units include one share of common

stock and one warrant to purchase one whole share.

We have established the components of the units in this way in order to reduce

the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate

for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us,

we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be

worth less than if they included a warrant to purchase one whole share.

Because we must furnish our stockholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination with

some prospective target businesses.

The federal proxy rules require that a

proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include target historical

and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure in

connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS depending on the circumstances and the historical

financial statements may be required to be audited in accordance with the standards of 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 financial statements

in time for us to disclose such financial statements in accordance with federal proxy rules and complete our Business Combination

within the prescribed time frame.

We are an emerging growth company within

the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging

growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging

growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would

no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of

our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be

a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of

securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period, which means that when a standard is issued or revised and it has different application dates for public or private

companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our Business Combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires

that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year ended

December 31, 2019.

As long as we maintain our status as an “emerging growth company,”

we will not be required to comply

with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome

on us as compared to other public companies because a target company with which we seek to complete our Business Combination may

not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

Provisions in our amended and restated

certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing

to pay in the future for our common stock and could entrench management.

Our amended and restated certificate of

incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate

the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions

under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

If we effect our Business Combination

with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks

that may negatively impact our operations.

If we effect our Business Combination with

a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks

associated with companies operating in an international setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal

requirements of overseas markets;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future Business Combinations may be effected;

and trade barriers;

● regulations

related to customs and import/export matters;

payment cycles and challenges in collecting accounts receivable;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

and language differences;

strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

● deterioration

of political relations with the United States;

appropriations of assets.

We may not be able to adequately address

these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations

and financial condition.

of December 31, 2020, the aggregate amount of unreimbursed expenses was approximately $10,000.

Unresolved Staff Comments

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 1A. Risk Factors