What changed in this filing

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Item 1A. Risk Factors

2021-02-26 compared with 2020-03-23 · 1621 added, 1614 removed, 2 unchanged (100% of the section changed)

investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together

with the other information contained in this Annual Report on Form 10-K, including our financial statements and related notes,

before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

are a recently formed company with no operating history and no revenues (other than interest earned on the funds held in the Trust

Account), and you have no basis on which to evaluate our ability to achieve our business objective.

are a recently formed company with no operating results.

Because we lack an operating history, you have no basis upon which to

evaluate our ability to achieve our business objective of completing our initial business combination with one or more target

We may be unable to complete our business combination.

If we fail to complete our business combination, we will never

generate any operating revenues.

performance by Tortoise, the Tortoise Funds, Lightfoot Capital and our management team may not be indicative of future performance

of an investment in us.

regarding performance by, or businesses associated with, Tortoise, the Tortoise Funds, Lightfoot Capital and our management team

is presented for informational purposes only.

Past performance by Tortoise, the Tortoise Funds, Lightfoot Capital and our management

team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will

be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of Tortoise,

the Tortoise Funds, Lightfoot Capital and our management team’s performance as indicative of our future performance or of

an investment in us or the returns we will, or are likely to, generate going forward.

None of Tortoise or our officers or directors

have served as a sponsor, director or officer of any blank check companies or special purpose acquisition companies in the past.

public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete

our initial business combination even though a majority of our public stockholders do not support such a combination.

may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require

stockholder approval under applicable law or stock exchange listing requirements.

Except as required by applicable law or stock

exchange requirement, the decision as to whether we will seek stockholder approval of a proposed business combination or will

allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require

us to seek stockholder approval.

Accordingly, we may complete our initial business combination even if holders of a majority of

our public shares do not approve of the business combination we complete.

Please refer to “Part I, Item 1.

Business —

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

for additional information.

evaluating a prospective target business for our initial business combination, our management may consider the availability of

funds from the sale of the Forward Purchase Securities, which may be used as part of the consideration to the sellers in the initial

business combination.

If Atlas Point Fund decides not to exercise its right to purchase all or some of the Forward Purchase Securities,

we may decide not to consummate our initial business combination, or if we decide to, we may lack sufficient funds to consummate

our initial business combination.

have entered into a Forward Purchase Agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust

but is not affiliated with us or our Sponsor, agreed to purchase up to an aggregate maximum amount of $150,000,000 of either (i)

a number of Forward Purchase Units for $10.00 per unit or (ii) a number of Forward Purchase Shares for $9.67 per share, in a private

placement that will close simultaneously with the closing of our initial business combination.

Whether we will issue Atlas Point

Fund Forward Purchase Units valued at $10.00 per unit or Forward Purchase Shares valued at $9.67 per share will be determined

at our election, and in our sole discretion, at least 10 business days prior to the closing of our initial business combination.

The funds from the sale of the Forward Purchase Securities are expected to be used as part of the consideration to the sellers

in our initial business combination, and to pay expenses in connection with our initial business combination and may be used for

working capital in the post-transaction company.

obligations under the Forward Purchase Agreement will not depend on whether any public stockholders elect to redeem their shares

in connection with our initial business combination.

However, if the sale of the Forward Purchase Securities does not close, for

example, by reason of the failure of Atlas Point Fund to fund the purchase price for its Forward Purchase Securities, we may lack

sufficient funds to consummate our initial business combination.

Atlas Point Fund’s obligation to purchase the Forward Purchase

Securities will, among other things, be conditioned on Atlas Point Fund giving us its irrevocable written consent to purchase

the Forward Purchase Securities no later than five days after we notify it of our intention to meet to consider entering into

a definitive agreement for a proposed business combination and on a requirement that such initial business combination is approved

by a majority of our board and a majority of the independent directors of our board.

Accordingly, if Atlas Point Fund does not

consent to the purchase, or if the initial business combination is not approved by a majority of our board and a majority of the

independent directors of our board, Atlas Point Fund would not be obligated to purchase any Forward Purchase Securities.

Investing in our

securities involves risks.

Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed

above under “Cautionary Note Regarding Forward-Looking Statements,”

you should carefully consider the specific risks

set forth herein.

If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and

results of operations.

As a result, the market price of our securities could decline, and you could lose all or part of your investment.

Additionally, the risks and uncertainties described are not the only risks and uncertainties that we face.

Additional risks and

uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect

our business.

Risks Related to

our Business and Industry

We are an early

stage company with a history of losses, and expect to incur significant expenses and continuing losses for the foreseeable future.

We incurred a net

loss of $39.2 million for the year ended December 31, 2020 and have incurred a net loss of approximately $88.0 million

from November 7, 2018 (“inception’) through December 31, 2020.

We believe that we will continue to incur operating

and net losses each quarter until at least the time we begin commercial deliveries of both of our Hybrid system and our Hypertruck

ERX system, which are not expected to begin until 2021 and 2022, respectively, and may occur later or not at all.

we are able to successfully develop and sell our electrified powertrain solutions, there can be no assurance that they will be

commercially successful.

Our potential profitability is dependent upon the successful development and successful commercial introduction

and acceptance of our electrified powertrain solutions, which may not occur.

We expect the rate

at which we will incur losses to be significantly higher in future periods as we:

continue to market our first generation Demonstrator Hybrid

system and design, develop and produce our second generation (“next generation”) Hybrid system as well as our Hypertruck

to utilize our third-party partners for design, testing and commercialization;

our production capabilities to produce our electrified powertrain solutions, including

costs associated with outsourcing the production of our electrified powertrain solutions;

up inventories of parts and components for our electrified powertrain solutions;

an inventory of our electrified powertrain solutions;

our design, development, installation and servicing capabilities;

our sales and marketing activities and develop our distribution infrastructure;

our general and administrative functions to support our growing operations.

we will incur the costs and expenses from these efforts before we receive any incremental revenues with respect thereto, our losses

in future periods will be significant.

Our business is capital intensive, and we can

be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures .

In addition, it is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight

into trends that may emerge and affect our business.

In the event that actual results differ from our estimates or we adjust our

estimates in future periods, our operating results and financial position could be materially affected.

We may find that these

efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further

increase our losses.

We are in the early stages of developing

key commercial relationships with suppliers and customers, and our ability to predict the outcome of those relationships is limited.

We are in the process of developing partnerships

to accelerate the development and production of our solutions and have deployed demonstration Hybrid system units to certain companies

we expect to be customers in the future, however all of our commercial relationships are in the early stages of development, and

we do not have the ability to predict with certainty the outcome of those relationships.

Our partners may face delays or be unable

to meet our business requirements and standards at the quantity, quality and price levels needed for our business.

that we expect to be customers in the future may decide not to do business with us.

Because we are still getting to know our partners

and the commercial space in which we are doing business, these relationships could result in controversies or even litigation,

which could have a material adverse effect on our ability to continue our plans for strategic growth and ultimately our business

are highly dependent on the services of Thomas Healy, our Chief Executive Officer, and if we are unable to retain Mr.

Healy, attract

and retain key employees and hire qualified management, technical and vehicle engineering personnel, our ability to compete could

success depends, in part, on our ability to retain our key personnel.

We are highly dependent on the services of Thomas Healy,

our Chief Executive Officer, and largest stockholder.

Healy is the source of many, if not most, of the ideas and execution

Healy were to discontinue his service to us due to death, disability or any other reason, we would be

significantly disadvantaged.

The unexpected loss of or failure to retain one or more of our key employees could adversely affect

our business.

do not currently maintain key man life insurance policies with respect to Thomas Healy or any other officer and we will continue

to evaluate whether to obtain such key man life insurance policies.

Any failure by our management team and our employees to perform

as expected may have a material adverse effect on our business, prospects, financial condition and operating results.

we fail to manage our growth effectively, including failing to attract and integrate qualified personnel, we may not be able to

develop, produce, market and sell our electrified powertrain solutions successfully.

failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and

financial condition.

We intend to expand our operations significantly.

We expect our future expansion to include:

the management team;

and training new personnel;

consultants to assist with company growth and development;

● forecasting

production and revenue;

● controlling

expenses and investments in anticipation of expanded operations;

● establishing

or expanding design, production, sales and service facilities;

● implementing

and enhancing administrative infrastructure, systems and processes;

into international markets, including Europe.

intend to continue to hire a significant number of additional personnel, including software engineers, design and production personnel

and service technicians for our electrified powertrain solutions.

Because our electrified powertrain solutions are based on a

different technology platform than traditional internal combustion engines, individuals with sufficient training in alternative

fuel and electric vehicles may not be available to hire, and as a result, we will need to expend significant time and expense

training any newly hired employees.

Competition for individuals with experience designing, producing and servicing electrified

vehicles and their software is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly

qualified personnel, particularly with respect to software engineers in the Austin, Texas area.

The failure to attract, integrate,

train, motivate and retain these additional employees could seriously harm our business, prospects, financial condition and operating

We have identified

material weaknesses in our internal control over financial reporting which, if not corrected, could affect the reliability of

our consolidated financial statements and have other adverse consequences.

We have identified

material weaknesses in internal control over financial reporting, which relate to:

(a) segregation of duties (resulting from

the small number of individuals performing the accounting functions), including the lack of a formal journal entry review and

approval process;

and (b) the design and operation of our information technology general controls.

During 2020, we also had

a material weakness in our overall closing and financial reporting processes, including accounting for significant and unusual

transactions.

Of these, we consider the last material weakness mentioned to have been fully remediated with the hiring of additional

internal legal and accounting support, as well as our engaging RSM US LLP to assist with technical matters during 2020.

A material weakness

is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

The remaining deficiencies

could result in additional misstatements to our financial statements that would be material and would not be prevented or detected

on a timely basis.

Our management has

concluded that these material weaknesses in our internal control over financial reporting are due to the fact that, prior to the

Closing, Legacy Hyliion was a private company with limited resources and did not have the necessary business processes and related

internal controls formally designed and implemented;

coupled with the appropriate resources, level of experience and technical

expertise to oversee its business processes and controls surrounding:

information technology general controls, and our closing

and financial reporting processes to address the accounting and financial reporting requirements related to significant and unusual

transactions.

Our management has

developed a remediation plan to address the remaining material weaknesses.

Specifically, (a) to alleviate the information technology

controls issue, the Company plans to implement NetSuite, an Oracle cloud-based ERP and financial solution.

This solution will allow

personnel to implement workflow controls;

(b) to alleviate the segregation of duties issue, the plans to leverage NetSuite configuration

and workflow while expanding the accounting team and reviewing roles;

and (c) to alleviate the lack of a formal journal entry review

and approval process, the Company will be implementing work flow steps within NetSuite to ensue all journal entries are approved

before posting to the general ledger.

The material weaknesses will not be considered remediated until management has concluded,

through testing, that these controls are effective.

Our management will monitor the effectiveness of our remediation plans and

will make changes management determines to be appropriate.

If not remediated,

these material weaknesses could result in further material misstatements to our annual or interim financial statements that would

not be prevented or detected on a timely basis, or in delayed filing of required periodic reports.

If we are unable to assert

that our internal control over financial reporting is effective, or when required in the future, if our independent registered

public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial

reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Common

Stock could be adversely affected and we could become subject to litigation or investigations by the NYSE, the SEC or other regulatory

authorities, which could require additional financial and management resources.

Related to our Financial Results

financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors.

quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating

These fluctuations may occur due to a variety of factors, many of which are outside of our control, including:

pace at which we continue to design, develop and produce new products and increase production capacity;

number of customer orders in a given period;

in manufacturing costs;

timing and cost of, and level of investment in, research and development relating to our technologies and our current or future

● developments

involving our competitors;

in governmental regulations or applicable law;

accounting pronouncements or changes in our accounting policies;

market conditions and other factors, including factors unrelated to our operating performance or the operating performance of

our competitors.

a result of these factors, we believe that period-to-period comparisons of our financial results, especially in the short

term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance.

our financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused

only on quarterly financial results.

If any of this occurs, the trading price of our common stock could fall substantially, either

suddenly or over time.

may be unable to adequately control the costs associated with our operations.

We will require significant

capital to develop and grow our business, including developing and producing our electrified powertrain solutions and building

We expect to incur significant expenses which will impact our profitability, including research and development expenses

(including developing our next generation Hybrid system as well as our Hypertruck ERX system), component and service procurement

costs, sales and distribution expenses as we build our brand and market our electrified powertrain solutions, and general and administrative

expenses as we scale our operations and incur costs as a public company.

In addition, we may incur significant costs servicing

our electrified powertrain solutions.

Our ability to become profitable in the future will not only depend on our ability to complete

the design and development of our electrified powertrain solutions to meet projected performance metrics and successfully market

our electrified powertrain solutions and services, but also to sell our products at prices to achieve our expected margins and

control our costs.

If we are unable to efficiently design, produce, market, sell, distribute and service our electrified powertrain

solutions, our margins, profitability and prospects would be materially and adversely affected.

Related to our Customers and Products

may not be able to successfully engage target customers or convert early trial deployments with truck fleets into meaningful orders

or additional deployments in the future.

Our success, and

our ability to increase revenue and operate profitably, depends in part on our ability to identify target customers and to convert

early trial deployments with truck fleets into meaningful orders or additional deployments in the future.

Our Demonstrator Hybrid

system has been delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate

whether the Demonstrator Hybrid system meets such customers’

performance and other requirements before such customers commit

to meaningful orders or additional deployments in the future.

Although we have begun the process of commercializing our Demonstrator

Hybrid system, our Demonstrator Hybrid system is still undergoing testing, and it may not perform as we, or our customers, expect.

If we are unable to meet our customers’

performance requirements or industry specifications, identify target customers or

convert early trial deployments in truck fleets into meaningful orders or obtain additional deployments in the future, our business,

prospects, financial condition and operating results would be materially adversely affected.

Moreover, if we or our customers

find that our Demonstrator Hybrid system does not perform as expected, we may cease to distribute our Demonstrator Hybrid system,

or recall some or all of our product, and future distributions may be delayed or cease for some period of time or indefinitely.

We plan to accept

reservation orders for the sale of our electrified powertrain solutions that are cancellable, and our initial pre-launch sales

order for Hypertruck ERX equipped trucks is cancellable.

Our electrified powertrain

solutions are still in the development and testing phase and commercial deliveries of the Hybrid system and the Hypertruck ERX

system are not expected to begin until late 2021 and 2022, respectively, and may occur later or not at all.

we plan to accept reservation orders for our electrified powertrain solutions that will be cancellable by customers without penalty.

Given the anticipated lead times between reservation orders and the delivery date of our electrified powertrain solutions, there

is a heightened risk that customers who place reservation orders may ultimately decide not to convert such reservation orders

into binding contracts and take delivery of their ordered electrified powertrain solutions from us due to potential changes in

customer preferences, competitive developments and other factors.

As a result, no assurance can be made that reservations will

not be cancelled or that reservations will result in the purchase of our electrified powertrain solutions, and any such cancellations

could harm our business, prospects, financial condition and operating results.

We may also enter

into contracts for the sale of our electrified powertrain solutions that include various cancellation rights in favor of the customer.

For example, in May 2020, we entered into a pre-launch sales agreement (the “Agility Pre-Launch Agreement”)

with Agility Logistics Cargo Transport Co.

WLL (“Agility Transport”), a company organized under the laws of and based

in Kuwait and a subsidiary of Agility Public Warehousing Company K.S.C.P.

Under the Agility Pre-Launch Agreement, Agility

Transport agreed to order 1,000 trucks equipped with our Hypertruck ERX system in one or more future purchase orders, subject

to certain testing and performance requirements and termination rights.

If we are unable to deliver our Hypertruck ERX trucks

according to the performance requirements and delivery timelines set forth in the contract, Agility Transport has the right to

cancel our order.

Additionally, even if we satisfy such performance requirements and delivery timelines, Agility Transport may

terminate the Agility Pre-Launch Agreement by giving us 360-days’

advance notice after the date on which we have delivered

a Hypertruck ERX demonstration truck.

Furthermore, the Agility Pre-Launch Agreement does not specify the terms or periods

upon which these purchase orders may be entered into, such that the sale of any Hypertruck ERX equipped trucks to Agility Transport

is subject to the parties reaching an agreement on the terms of one or more purchase orders, including as to the amount of the

deposit to be paid by Agility Transport to us in connection with such purchase order.

Failure to reach agreement on the terms

of such purchase order could result in Agility Transport refusing to purchase all or a portion of the 1,000 Hypertruck ERX equipped

trucks that it pre-ordered.

Should a dispute arise under the Agility Pre-Launch Agreement, we may face challenges enforcing

the terms of such contract due to the jurisdictional challenges involved with instituting legal proceedings against a foreign

entity and enforcing an award against such entity in a foreign jurisdiction.

As a result, no assurance can be given that Agility

Transport will not terminate the Agility Pre-Launch Agreement prior to purchasing all or any portion of the 1,000 Hypertruck

ERX equipped trucks it pre-ordered under such agreement or that we would be able to enforce such agreement against Agility

Any of these adverse actions related to the Agility Pre-Launch Agreement or any future customer contracts could

harm our business, prospects, financial condition and operating results.

intend to sell our electrified powertrain solutions to large commercial vehicle OEM

customers and large volume customers, and the failure to obtain such customers, loss of sales to such customers or failure to

negotiate acceptable terms in contract renewal negotiations could have an adverse impact on our business .

we intend to sell our electrified powertrain solutions to commercial vehicle OEMs and other large volume customers, we may not

be able to establish relationships with such OEMs or large volume customers if customer demand is not as high as we expect or

if commercial vehicle OEMs face pressure from their existing suppliers not to purchase our electrified powertrain solutions.

may enter into long-term contracts with certain of these commercial vehicle OEMs and other large volume customers, who have

substantial bargaining power with respect to price and other commercial terms, and any long-term contracts would be subject

to renegotiation and renewal from time to time.

Failure to obtain new customers, loss of all or a substantial portion of sales

to any future customers for whatever reason (including, but not limited to, loss of contracts or failure to negotiate acceptable

terms in contract renewal negotiations, loss of market share by these customers, insolvency of such customers, reduced or delayed

customer requirements, plant shutdowns, strikes or other work stoppages affecting production by such customers) or continued reduction

of prices to these customers could have a significant adverse effect on our financial results.

There can be no assurance that

we will be able to obtain large volume customers, not lose all or a portion of sales to any future large volume customers or that

we will be able to offset any reduction of prices to these customers with reductions in our costs or by obtaining new customers.

level of any future sales to commercial vehicle OEMs, including the realization of future sales from awarded business or obtaining

new business or customers, is inherently subject to a number of risks and uncertainties, including the number of vehicles that

these commercial vehicle OEMs actually manufacture and sell.

Further, to the extent that the financial condition, including bankruptcy

or market share, of any of our largest customers deteriorates or their sales otherwise continue to decline, our business, prospects,

financial position and operating results could be adversely affected.

Accordingly, we may not in fact realize all of the future

sales represented by our awarded business.

Any failure to realize these sales could have a material adverse effect on our business,

prospects, financial condition and operating results.

for our products will ultimately depend on our end users, some of whom operate in highly cyclical industries, which may subject

us to the performance of their industries and can result in uncertainty and significantly impact the demand for our products,

which could have a material adverse effect on our business, prospects, financial condition and operating results.

for our products will ultimately depend on our end users, some of whom operate in highly cyclical industries and have felt the

impact of COVID-19 and other factors on demand for output in their industries.

Decisions to purchase our electrified powertrain

solutions may depend on the performance of the industries of our end users and if demand for output in those industries decreases,

the demand for our products will likely decrease.

Demand in these industries is impacted by numerous factors, including commodity

prices, infrastructure spending, housing starts, real estate equity values, interest rates, consumer spending, fuel costs, energy

demands, municipal spending and commercial construction, among others.

Increases or decreases in these variables may significantly

impact the demand for our products.

For example, lower diesel fuel costs, higher CNG costs or lower CNG availability would reduce

our products’

cost savings, which could have a material adverse effect on our business, prospects, financial condition and

operating results.

Additionally, some of our end users have felt the impact of the COVID-19 pandemic, which has resulted

in reduced demand for commercial vehicles and may affect fueling infrastructure such as CNG stations.

If we are unable to accurately

predict demand, we may be unable to meet our customers’

needs, resulting in the loss of potential sales, or we may produce

excess products, resulting in increased inventories and overcapacity in our contracted production facilities, increasing our unit

production cost and decreasing our operating margins.

our electrified powertrain solutions fail to perform as expected, our ability to develop, market and sell our electrified powertrain

solutions could be harmed.

electrified powertrain solutions may contain defects in design and production that may cause them not to perform as expected or

may require repair.

We currently have a limited frame of reference by which to evaluate the performance of our electrified powertrain

solutions upon which our business prospects depend.

There can be no assurance that we will be able to detect and fix any defects

in our electrified powertrain solutions.

Our electrified powertrain solutions may not perform consistent with customers’

expectations or consistently with other vehicles that may become available.

Any product defects or any other failure of our electrified

powertrain solutions and software to perform as expected could harm our reputation and result in adverse publicity, lost revenue,

delivery delays, product recalls, negative publicity, product liability claims and significant warranty and other expenses and

could have a material adverse impact on our business, prospects, financial condition and operating results.

Additionally, problems

and defects experienced by other alternative fuel truck companies or electric consumer vehicles could by association have a negative

impact on perception and customer demand for our electrified powertrain solutions.

The performance

characteristics of our electrified powertrain solutions, including fuel economy and emissions levels, may vary, including due

to factors outside of our control.

The performance characteristics

of our electrified powertrain solutions, including fuel economy and emissions levels, may vary, including due to factors outside

of our control.

Our electrified powertrain solutions are still being designed and developed, and there are no assurances that

they will be able to meet their projected performance characteristics, including fuel economy and emissions levels.

External factors

may also impact the performance characteristics of our electrified powertrain solutions.

For instance, the estimated fuel savings

and fuel economy of vehicles installed with our electrified powertrain solutions may vary depending on factors including, but

not limited to, driver behavior, speed, terrain, hardware efficiency, payload, vehicle and weather conditions.

Additionally, GHG

emissions of vehicles installed with our electrified powertrain solutions may vary due to external factors, including the type

of fuel, driver behavior, the efficiency, regulatory testing, and certification of the engine, where the engine is being operated

and the characteristics of the vehicle itself, including but not limited to the vehicle’s software controls, drivetrain

efficiency, aerodynamics and rolling resistance.

These external factors as well as any operation of our electrified powertrain

solutions other than as intended, may result in emissions levels that are greater than we expect.

Additionally, the amount of

GHG emissions of both the Hybrid and Hypertruck ERX solutions will vary due to, but not limited to, the factors mentioned above.

The ability of our electrified powertrain solutions to have a net carbon negative profile, will depend on the availability of

renewable natural gas (“RNG”) as well as the infrastructure necessary to purchase RNG through fuel providers.

limitation on the ability to purchase RNG, such as a decrease or a limitation on the number of natural gas fueling stations or

limitation on the production of natural gas and RNG in particular, will negatively impact the anticipated carbon intensity profile

of our electrified powertrain solutions.

In addition, the carbon intensity profiles could vary based on the source of RNG, which

could reduce a fleet’s ability to have favorable carbon intensity scores.

Due to these factors, there can be no guarantee

that the operators of vehicles using our electrified powertrain solutions will realize the expected fuel savings and fuel economy

and GHG emission reductions.

beliefs regarding the ability of our electrified powertrain solutions to limit carbon intensity and reduce GHG emissions and contribute

to global decarbonization may be based on materially inaccurate assumptions.

believe that our electrified powertrain solutions, to the extent adopted, may have the ability to limit carbon intensity and reduce

GHG emissions from trucking operations, however, these beliefs are based on certain assumptions, including, but not limited to,

our projections of the extent of natural gas and renewable natural gas use in the future, fuel types used, the ability to obtain

carbon credits and driver behavior and our electrified powertrain solutions’

efficiencies and performance.

To the extent

our assumptions are materially incorrect or incomplete, it could adversely impact our business, prospects, financial condition

and operating results.

In addition, if our assumptions regarding the ability of our solutions to limit carbon intensity and reduce

GHG emissions from trucking operations are materially incorrect or incomplete, or if our beliefs regarding the availability of

our products are materially incorrect or incomplete, it is possible that our competitors’

technology may be better at limiting

carbon intensity and reducing GHG emissions in certain circumstances and in certain markets.

have limited experience servicing our electrified powertrain solutions and our integrated software.

If we are unable to address

the service requirements of our customers, our business, prospects, financial condition and operating results may be materially

and adversely affected.

have limited experience in servicing our electrified powertrain solutions and expect to increase our servicing capabilities as

we begin commercial production of our electrified powertrain solutions.

Servicing hybrid and electric vehicles is different than

servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing

We plan to partner with a third party to perform some or all of the servicing on our electrified powertrain solutions,

and there can be no assurance that we will be able to enter into an acceptable arrangement with any such third-party provider.

Our customers will also depend on our customer support team to resolve technical and operational issues relating to the integrated

software underlying our electrified powertrain solutions.

Our ability to provide effective customer support is largely dependent

on our ability to attract, train and retain qualified personnel with experience in supporting customers on platforms such as ours.

As we continue to grow, additional pressure may be placed on our customer support team, and we may be unable to respond quickly

enough to accommodate short-term increases in customer demand for technical support.

We also may be unable to modify the

future scope and delivery of our technical support to compete with changes in the technical support provided by our competitors.

Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our operating

If we are unable to successfully address the service requirements of our customers or establish a market perception that

we do not maintain high-quality support, we may be subject to claims from our customers, including loss of revenue or damages,

and our business, prospects, financial condition and operating results may be materially and adversely affected.

electrified powertrain solutions rely on software and hardware that is highly technical, and if these systems contain errors,

bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business

could be adversely affected.

electrified powertrain solutions rely on software and hardware, including software and hardware developed or maintained internally

or by third parties, that is highly technical and complex and will require modification and updates over the life of the vehicle.

In addition, our electrified powertrain solutions depend on the ability of such software and hardware to store, retrieve, process

and manage immense amounts of data.

Our software and hardware may contain, errors, bugs or vulnerabilities, and our systems are

subject to certain technical limitations that may compromise our ability to meet our objectives.

Some errors, bugs or vulnerabilities

inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use.

Errors, bugs, vulnerabilities, design defects or technical limitations may be found within our software and hardware.

we attempt to remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may not be timely,

may hamper production or may not be to the satisfaction of our customers.

Additionally, if we are able to deploy updates to the

software addressing any issues but our over-the-air update procedures fail to properly update the software, our customers

would then be responsible for installing such updates to the software and their software will be subject to these vulnerabilities

until they do so.

If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and

hardware, we may suffer damage to our reputation, loss of customers, loss of revenue or liability for damages, any of which could

adversely affect our business and financial results.

product recalls could materially adversely affect our business, prospects, financial condition and operating results.

product recall in the future, whether it involves us or a competitor’s product, may result in negative publicity, damage

our brand and materially adversely affect our business, prospects, financial condition and operating results.

In the future, we

may voluntarily or involuntarily, initiate a recall if any of our products (including the batteries we design, develop and manufacture)

prove to be defective or noncompliant with applicable federal motor vehicle safety standards.

Such recalls involve significant

expense and diversion of management attention and other resources, which could adversely affect our brand image, as well as our

business, prospects, financial condition and operating results.

may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully

defend or insure against such claims.

liability claims, even those without merit or those that do not involve our products, could harm our business, prospects, financial

condition and operating results.

The automobile industry in particular experiences significant product liability claims, and we

face inherent risk of exposure to claims in the event our electric powertrain solutions do not perform or are claimed to not have

performed as expected.

As is true for other commercial vehicle suppliers, we expect in the future that our electrified powertrain

solutions will be installed on vehicles that will be involved in crashes resulting in death or personal injury.

Additionally,

Atlas Point Fund’s obligations to purchase the Forward Purchase Securities will be subject to termination prior to the closing

of the sale of such securities by mutual written consent of us and Atlas Point Fund, or automatically:

(i) if our initial business

combination is not consummated within 24 months from the closing of our Initial Public Offering or (ii) if we become subject

to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each

case which is not withdrawn within 60 days after being filed, or a receiver, fiscal agent or similar officer is appointed by a

court for business or property of us or Atlas Point Fund, in each case which is not removed, withdrawn or terminated within 60

days after such appointment.

In addition, Atlas Point Fund’s obligations to purchase the Forward Purchase Securities will

be subject to fulfillment of customary closing conditions, including that our initial business combination must be consummated

substantially concurrently with the purchase of the Forward Purchase Securities.

In the event of any such failure to fund by Atlas

Point Fund, any obligation is so terminated or any such condition is not satisfied and not waived by such party, we may not be

able to obtain additional funds to account for such shortfall on terms favorable to us or at all.

Any such shortfall would also

reduce the amount of funds that we have available for working capital of the post-business combination company.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of

your right to redeem your shares from us for cash.

our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have

the right or opportunity to vote on the business combination, unless we seek such stockholder vote.

Accordingly, if we do not

seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth

in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to

vote in favor of such initial business combination, regardless of how our public stockholders vote.

initial stockholders own approximately 20% of our outstanding shares of common stock.

Our initial stockholders and management

team also may from time to time purchase shares of Class A common stock prior to our initial business combination.

and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such

initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting,

including the Founder Shares.

Accordingly, if we seek stockholder approval of our initial business combination, the agreement

by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood

that we will receive the requisite stockholder approval for such initial business combination.

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.

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights,

we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

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”

Consequently, if accepting all properly

submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary

to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination

and may instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may

be reluctant to enter into a business combination transaction with us.

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.

the time we enter into an agreement for our initial 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.

Raising additional third-party financing may involve

dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit

our ability to complete the most desirable business combination available to us or optimize our capital structure.

of the deferred underwriting discounts and commissions payable to the underwriters of our Initial Public Offering will not be

adjusted for any shares that are redeemed in connection with a business combination.

The per-share amount we will distribute

to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting discounts and commissions

and after such redemptions, the amount held in the Trust Account will continue to reflect our obligation to pay the entire deferred

underwriting discounts and commissions.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the

probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order

to redeem your stock.

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 initial business combination would be unsuccessful

is increased.

If our initial 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

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

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.

requirement that we complete our initial business combination within 24 months after the closing of our Initial Public Offering

may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have to

conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine

our ability to complete our business combination on terms that would produce value for our stockholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete

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

Consequently, such target

business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business

combination with that particular target business, we may be unable to complete our initial business combination with any target

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 initial business combination on terms that we would have rejected upon a more comprehensive

investigation.

may not be able to complete our initial business combination within the 24 months after the closing of our Initial Public Offering,

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 receive only their pro rata portion of the funds in the Trust Account that are available

for distribution to public stockholders, and our warrants will expire worthless.

may not be able to find a suitable target business and complete our initial business combination within 24 months after the

closing of our Initial Public Offering.

Our ability to complete our initial business combination may be negatively impacted by

general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed

our initial 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 10 business days thereafter, redeem the public shares, at a per-share price,

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

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

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

public stockholders’

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

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

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

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

we seek stockholder approval of our initial business combination, our Sponsor, directors, officers, advisors, Atlas Point Fund

and their affiliates may elect to purchase shares or public warrants from public stockholders or public warrantholders, which

may influence a vote on a proposed business combination and reduce the public “float”

of our Class A common stock

and public warrants.

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

combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates

may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either

prior to or following the completion of our initial business combination, although they are under no obligation to do so.

is no limit on the number of shares our Sponsor, directors, officers, advisors, Atlas Point Fund or their affiliates may purchase

in such transactions, subject to compliance with applicable law and the rules of the NYSE.

However, other than as expressly stated

herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms

or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase shares or public warrants

in such transactions.

the event that our Sponsor, directors, officers, advisors, Atlas Point Fund 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 any such purchases of shares 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.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding

or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been

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

are subject to such reporting requirements.

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

of our Class A common stock or public warrants and the number

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

or trading of our securities on a national securities exchange.

See “Part I, Item 1.

Business —

Permitted Purchases

of our Securities”

for a description of how our Sponsor, directors, officers, advisors or any of their affiliates will select

which stockholders or warrantholders to purchase securities from in any private transaction.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our business

Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer

materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the proxy

solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with

our initial business combination will describe the various procedures that must be complied with in order to validly redeem or

tender public shares.

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 proxy solicitation or tender offer materials mailed to such holders, or up to two business

days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy

materials, or to deliver their shares to the transfer agent electronically.

In the event that a stockholder fails to comply with

these or any other procedures, its 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, you may be forced to sell your public shares or warrants, potentially at a loss.

public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) the redemption

of any public shares properly submitted in connection with our completion of an initial business combination (including the release

of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith),

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our

amended and restated certificate of incorporation that would modify the substance or timing of our obligation to redeem 100% of

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

Public Offering, or (iii) the redemption of our public shares if we are unable to complete an initial business combination

within 24 months from the closing of our Initial Public Offering, subject to applicable law and as further described herein.

In addition, if we are unable to complete an initial business combination within 24 months from the closing of our Initial

Public Offering 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 24 months from the closing of our Initial Public Offering 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.

Holders of warrants

will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate your

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

NYSE may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in

our securities and subject us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial,

distribution and stock price levels.

Generally, we must maintain a minimum number of holders of our securities (generally 300

round lot holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance

with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements,

in order to continue to maintain the listing of our securities on the NYSE.

For instance, our stock price would generally be required

to be at least $4.00 per share, our aggregate market value would be required to be at least $100 million, and the market

value of our publicly held shares would be required to be at least $80 million.

We cannot assure you that we will be

able to meet those initial listing requirements at that time.

the NYSE 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 Class A common stock is a “penny stock”

which will require brokers trading in our Class A common

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

for our securities;

limited amount of news and analyst coverage;

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

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

the sale of certain securities, which are referred to as “covered securities.”

Because our Units, Class A common stock

and public warrants are listed on the NYSE, our Units, Class A common stock and public warrants qualify as covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate

companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or

bar the sale of covered securities in a particular case.

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 the NYSE, our securities would not be covered

securities and we would be subject to regulation in each state in which we offer our securities.

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

we have net tangible assets in excess of $5,000,000 and timely filed a Current Report on Form 8-K, including an audited balance

sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,

such as Rule 419 under the Securities Act (“Rule 419”).

Accordingly, investors will not be afforded the benefits

or protections of those rules.

Among other things, this means we will have a longer period of time to complete our business combination

than do companies subject to Rule 419.

Moreover, if our Initial Public Offering 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 an initial business combination.

we seek stockholder approval of our initial 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 Class A common stock, you

will lose the ability to redeem all such shares in excess of 20% of our Class A common stock.

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

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

public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in

concert or as a “group”

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

rights with respect to more than an aggregate of 20% of the public shares, which we refer to as the “Excess Shares.”

However, we would not be restricting our stockholders’

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

or against our business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to

complete our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open

market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete

our business combination.

As a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose

of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for

us to complete our initial business combination.

If we are unable to complete our initial business combination, our public stockholders

may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders,

and our warrants will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and

have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many 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 our Initial Public

Offering and the sale of the Private Placement Warrants, 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 of certain target businesses.

Furthermore, we are obligated to offer holders of our public

shares the right to redeem their shares for cash at the time of our initial business combination, in conjunction with a stockholder

vote or via a tender offer.

Target businesses will be aware that this may reduce the resources available to us for our initial

business combination.

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business

If we are unable to complete our initial business combination, our public stockholders may receive only their pro

rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will

expire worthless.

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

the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account

are insufficient to allow us to operate for at least 24 months after the Closing Date, we may be unable to complete our initial

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.

funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least 24 months after

the Closing Date, assuming that our initial business combination is not completed during that time.

We could use a portion of

the funds available to us to pay fees to consultants 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 or merger agreements

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

If we entered into a letter of intent or merger agreement 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.

If we are unable

to complete our initial 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.

the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account

are insufficient to allow us to operate for at least 24 months after the Closing Date, it could limit the amount available to

fund our search for a target business or businesses and complete our initial business combination and we will depend on loans

from our Sponsor or management team to fund our search for a business combination, to pay our franchise and income taxes and to

complete our initial business combination.

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

of December 31, 2019, we had approximately $916,000 of cash outside the Trust Account to fund our working capital requirements.

In the event that such amount is insufficient to fund our search for a target business and to consummate our initial business

combination, we may seek additional capital.

If we are required to seek additional capital, we would need to borrow funds from

our Sponsor, management team or other third parties to operate or we may be forced to liquidate.

None of our Sponsor, members

of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial

business combination.

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

at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor

or an affiliate of our Sponsor 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 complete our initial business combination

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

In such an event, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption

of our public shares, and our warrants will expire worthless.

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.

to our completion of our initial 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.

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 in relation to 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

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.

Even though these charges may be non-cash items and 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.

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 securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able

to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary

duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation

or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or

material omission.

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.

placing of funds in the Trust Account may not protect those funds from third-party claims against us.

Although we will seek

to have all vendors, service providers (other than our independent public accountants), prospective target businesses and other

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

any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements,

or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including

the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims to the monies held

in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an

agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

Making such a request of potential target businesses may make our

acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,

it may limit the field of potential target businesses that we might pursue.

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

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 $10.00 per public share

initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and

to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold

to us, or a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement

or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per

public share and (ii) the actual amount per public share held in the Trust Account, if less than $10.00 per share due to reductions

in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case 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 franchise

and income taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business

who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities,

including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations,

nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe

that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our Sponsor 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 initial business combination and redemptions could be reduced to less than $10.00 per public share.

event, we may not be able to complete our initial 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.

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of

funds in the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual

amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per share due to reductions in the value of the trust assets, in each case 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 franchise and income taxes payable,

and our 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 Sponsor to enforce its

indemnification obligations.

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

obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary

duties may choose not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below

$10.00 per share.

may not have sufficient funds to satisfy indemnification claims of our directors and officers.

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors

have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive

any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the

Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if

(i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our obligation

to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors

for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation

against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage

awards against our officers and directors pursuant to these indemnification provisions.

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 the members

of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members

of our board of directors and us to claims of punitive damages.

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, any distributions received by stockholders could be viewed under

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

or a “fraudulent conveyance.”

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

In addition, our board

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

itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims

of creditors.

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.

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 proceeds held in the Trust Account could be subject to applicable

bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the

claims of our stockholders.

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.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

we are deemed to be an investment company 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.

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.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we

must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our

activities do not include investing, reinvesting, owning, holding or trading “investment securities”

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

government securities and cash items) on an unconsolidated basis.

will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets

for the long term.

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan

to buy unrelated businesses or assets or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

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 Act having a maturity of 180 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement governing the Trust Account, 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.

Trust Account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of our initial business

(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment

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

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

our Initial Public Offering;

or (iii) the redemption of our public shares if we are unable to complete our business combination

within 24 months from the closing of our Initial Public Offering, subject to applicable law.

If we do not invest the proceeds

as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment

Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted

funds and may hinder our ability to complete a business combination, or may result in our liquidation.

If we are unable to complete

our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account

that are available for distribution to public stockholders, and our warrants will expire worthless.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our

ability to negotiate and complete our initial business combination, and results of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time

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, including our ability to negotiate and complete our initial business combination, and results of operations.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

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

by them in a dissolution.

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

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

our Initial Public Offering may be considered a liquidating distribution under Delaware law.

If a corporation complies with certain

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

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

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

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to

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

of the stockholder would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our

public shares as soon as reasonably possible following the 24th month from the closing of our Initial Public Offering in

the event we do not complete our business combination and, therefore, we do not intend to comply with the foregoing procedures.

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

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

us within the 10 years following our dissolution.

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

and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise

would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

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 barred after the third anniversary of the dissolution.

We cannot assure you that we will properly

assess all claims that may be potentially brought against us.

As such, our stockholders could potentially be liable for any claims

to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third

anniversary of such date.

Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon

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

the closing of our Initial Public Offering is not considered a liquidating distribution under Delaware law and such redemption

distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors

could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay

the opportunity for our stockholders to elect directors.

accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than

one year after our first fiscal year end following our listing on the NYSE.

Under Section 211(b) of the DGCL, we are, however,

required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless

such election is made by written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect

new directors prior to the consummation of our initial business combination, and thus, we may not be in compliance with Section

211(b) of the DGCL, which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to

the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to

the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws, 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

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws.

However, under the terms of the warrant agreement governing the terms of our warrants, we have agreed that

as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we

will use our best efforts to file a registration statement under the Securities Act covering such shares.

We will use our best

efforts to cause the same to become effective, but in no event later than 60 business days after the closing of our initial business

combination, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, 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

or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities

Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable

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 Class A 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 the Securities Act or

applicable state securities laws.

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 Class A 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 Class A common stock for sale under all applicable state securities laws.

grant of registration rights to our initial stockholders and holders of our Forward Purchase Securities may make it more difficult

to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of

our Class A common stock.

to an agreement entered into in connection with our Initial Public Offering, our initial stockholders and their permitted transferees

can demand that we register the shares of Class A common stock into which Founder Shares are convertible, holders of our Private

Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the shares of

Class A common stock issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon

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

exercise of such warrants.

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 Class

A common stock.

In addition, the existence of the registration rights may make our initial 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 Class A common stock

that is expected when the securities owned by our initial stockholders, holders of our Private Placement Warrants, holders of

our Forward Purchase Securities, holders of working capital loans or their respective permitted transferees are registered.

we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

we expect to focus our search for a target business in the energy industry, we may 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.

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 securities 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 securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials (as

applicable) relating to the business combination contained an actionable material misstatement or material omission.

we intend to seek a business combination with a target business or businesses in the energy industry, we expect our future operations

to be subject to risks associated with this industry.

intend to focus our search for a target business in the energy industry.

We may pursue a target business in any sector within

the energy industry, including the upstream, midstream and energy services sectors of the oil and gas industry in North America.

Risks inherent in investments in the energy industry include, but are not limited to, the following:

of oil and natural gas prices;

and availability of alternative fuels, such as solar, coal, nuclear and wind energy;

● Competitive

pressures in the utility industry, primarily in wholesale markets, as a result of consumer demand, technological advances, greater

availability of natural gas and other factors;

● Significant

federal, state and local regulation, taxation and regulatory approval processes as well as changes in applicable laws and regulations;

speculative nature of and high degree of risk involved in investments in the upstream, midstream and energy services sectors,

including relying on estimates of oil and gas reserves and the impacts of regulatory and tax changes;

exploration and development risks, including encountering unexpected formations or pressures, premature declines of reservoirs,

blow-outs, equipment failures and other accidents, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well

fluids, adverse weather conditions, pollution, fires, spills and other environmental risks, any of which could lead to environmental

damage, injury and loss of life or the destruction of property;

and capacity of oil, natural gas and other transportation and support infrastructure to production facilities;

● Availability

of key inputs, such as strategic consumables, raw materials and drilling and processing equipment;

supply of and demand for oilfield services and equipment in the United States and internationally;

pipeline, storage and other transportation capacity;

in global supply and demand and prices for commodities;

of energy conservation efforts;

● Technological

advances affecting energy production and consumption;

domestic and global economic conditions;

● Availability

of, and potential disputes with, independent contractors;

● Natural disasters, terrorist acts, public health or safety concerns

and governmental restrictions, including those caused by outbreaks of pandemic disease such as the recent coronavirus outbreak,

and similar dislocations;

dollar relative to the currencies of other countries.

may seek acquisition opportunities in industries or sectors outside of the energy industry (which industries may or may not be

outside of our management’s areas of expertise).

we intend to focus on identifying business combination candidates in the energy industry, we will consider a business combination

outside of the energy industry if a business combination candidate is presented to us and we determine that such candidate offers

an attractive acquisition opportunity for our company or we are unable to identify a suitable candidate in the energy industry

after having expended a reasonable amount of time and effort in an attempt to do so.

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

In the event we elect to pursue an acquisition outside of the energy industry, 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 energy industry 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 factors.

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.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,

we may enter into our initial 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 initial business combination may not have attributes entirely consistent with

our general criteria and guidelines.

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 initial business combination will not have all of these positive attributes.

If we complete

our initial 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 initial business combination if the target business does not meet our general criteria

and guidelines.

If we are unable to complete our initial business combination, our public stockholders may only receive their

pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants

will expire worthless.

may seek business combination opportunities with a financially unstable business or an entity lacking an established record of

revenue or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with a financially unstable business or an entity lacking an established

record of revenues, cash flows 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, cash flows or earnings and difficulties in obtaining and retaining key

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.

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.

we complete our business combination with an affiliated entity, 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 proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial business combination, we

will obtain an opinion from an independent investment banking firm.

However, our stockholders may not be provided with a copy

of such opinion, nor will they be able to rely on such opinion.

may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue shares of Class A common stock upon the conversion

of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Any such issuances would dilute

the interest of our stockholders and likely present other risks.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination.

We may also issue shares of Class A

common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business

combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

The issuance of additional shares of common or preferred stock:

significantly dilute the equity interests of our investors;

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 our common stock are 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, Class A common stock and/or warrants.

some other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common

stock if we issue shares to consummate an initial business combination.

Founder Shares will automatically convert into shares of Class A common stock at the time of our initial business combination

on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the

like and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked securities

convertible or exercisable for shares of Class A common stock are issued or deemed issued in excess of the amounts sold in our

Initial Public Offering and related to the closing of our initial business combination (other than the Forward Purchase Securities),

the ratio at which Founder Shares will convert into shares of Class A common stock will be adjusted so that the number of shares

of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the sum of our shares

of common stock outstanding upon completion of our Initial Public Offering plus the number of shares of Class A common stock and

equity-linked securities issued or deemed issued in connection with our initial business combination, excluding the Forward

Purchase Securities and any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller

in our initial business combination.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent

attempts to locate and acquire or merge with another business.

If we are unable to complete our initial business combination,

our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution

to public stockholders, and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up

to that point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to

a specific target business, we may fail to complete our initial 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 initial business

combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available

for distribution to public stockholders, and our warrants will expire worthless.

are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

that our success depends on the continued service of our officers and directors, at least until we have completed our initial

business combination.

In addition, our 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 their 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 officers.

The unexpected loss of the services of one or more of our directors or officers

could have a detrimental effect on us.

ability to successfully effect our initial 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 initial business combination.

The loss of key personnel

could negatively impact the operations and profitability of our post-combination business.

ability to successfully effect our business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with

the target business in senior management or advisory positions following our business combination, it is likely that some or all

of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage

after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to

have to expend time and resources helping them become familiar with such requirements.

addition, the officers and directors of an acquisition candidate may resign upon completion of our initial 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 initial

business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s

management team will remain associated with the acquisition candidate following our initial business combination, it is possible

that members of the management of an acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively

impact the operations and profitability of our post-combination business.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business

combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel.

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.

key personnel may be able to remain with our 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.

Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement.

and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

current officers may not remain in their positions following our business combination.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may effect our initial business combination with a target business

whose 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.

evaluating the desirability of effecting our initial 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 business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’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 securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able

to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary

duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation

or tender offer materials (as applicable) relating to the business combination contained an actionable material misstatement or

material omission.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete

our initial business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers

are not obligated to contribute any specific number of hours per week to our affairs.

In particular, all of the members of our

management team and certain of our directors are or will be employed by Tortoise or affiliates of Tortoise, which is an investment

manager to various private investment funds which may make investments in companies that we may target for our initial business

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 initial business combination.

of our officers and directors are, and some or all of them may in the future become, affiliated with entities engaged in business

activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their

time and determining to which entity a particular business opportunity should be presented.

we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more

Our Sponsor and officers and directors are, and may in the future become, affiliated with entities that are engaged

in a similar business.

officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the

other entities to which they owe certain fiduciary or contractual duties.

they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation

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

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

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

otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to

us without violating another legal obligation.

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct

or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which

we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated

with our Sponsor, our directors or officers, although we do not intend to do so, or we may acquire a target business through an

Affiliated Joint Acquisition with one or more affiliates of Tortoise and/or one or more investors in the Tortoise Funds.

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 their interests and ours.

particular, certain of the Tortoise Funds are focused on investments in the energy industry.

As a result, there may be substantial

overlap between companies that would be a suitable business combination for us and companies that would make an attractive target

for the Tortoise Funds.

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, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our Sponsor, officers, directors or existing holders.

Our officers and directors also serve as officers and board

members for other entities.

They may also have investments in target businesses.

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 independent and disinterested directors.

Despite our obligation 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 Sponsor, officers or directors, 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

we may pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with Tortoise and/or one or more investors

in the Tortoise Funds.

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

combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of

equity or equity-linked securities.

Accordingly, such persons or entities may have a conflict between their interests and

our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other

than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business

combination target is appropriate for our initial business combination.

November 2018, 5,750,000 Founder Shares were issued to our Sponsor in exchange for a capital contribution of $25,000, or approximately

$0.004 per share.

In February 2019, we effected a stock dividend with respect to our Class B common stock of 718,750 shares

thereof, resulting in our Sponsor holding an aggregate of 6,468,750 Founder Shares.

The Founder Shares will be worthless if we

do not complete an initial business combination.

Upon the closing of our Initial Public Offering, our Sponsor transferred 40,000

Founder Shares to each of our independent directors, Sidney L.

Tassin, Frank M.

Semple and Andrew J.

In addition, Tortoise

Borrower has purchased an aggregate of 6,660,183 Private Placement Warrants, each exercisable for one share of our Class A common

stock at $11.50 per share, for an aggregate purchase price of $6,660,183, or $1.00 per warrant, that will also be worthless if

we do not complete a business combination.

The Founder Shares are identical to the public shares, except that only holders of

the Founder Shares have the right to vote on the election of directors prior to our initial business combination and they are

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

combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein.

However, the holders 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 initial business combination.

we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director.

The personal and financial interests

of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing

an initial business combination and influencing the operation of the business following our initial business combination.

risk may become more acute as the 24-month anniversary of the closing of our Initial Public Offering nears, which is the

deadline for our completion of an initial business combination.

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.

may choose to incur substantial debt to complete our business combination.

The incurrence of debt could have a variety of negative

effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

● 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, to pay expenses, make capital expenditures and acquisitions and fund other general corporate

● 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.

may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private

Placement Warrants and the Forward Purchase Securities, 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.

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.

By completing our initial 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.

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

lack of diversification may subject us to numerous economic, competitive and regulatory risks, 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.

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.

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 initial 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.

may attempt to complete our initial 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.

pursuing our business combination strategy, we may seek to effectuate our initial 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 initial 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, if at all.

management may not be able to maintain control of a target business after our initial business combination.

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.

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 an interest in the target sufficient for the post-transaction company not to be required to register as an investment

company under the Investment Company Act.

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 in exchange

for all of the outstanding capital stock of a target.

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

a result of the issuance of a substantial number of new shares, 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 control

of the target business.

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.

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”

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 initial 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 Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration

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

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

to us, we will not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption

will be returned to the holders thereof, and we instead may search for an alternate business combination.

exercise price for the public warrants is higher than in some other blank check company offerings, and, accordingly, the warrants

are more likely to expire worthless.

exercise price of the public warrants is higher than in some other blank check companies.

For example, historically, the exercise

price of a warrant was often 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, subject to adjustments as provided herein.

As a result, the warrants are less likely

to ever be in the money than warrants with a lower exercise price and therefore are more likely to expire worthless.

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

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

our initial business combination, which may have the effect of delaying or preventing a business combination that our public stockholders

would consider favorable.

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

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

to approve our initial business combination.

Accordingly, it is unlikely that we will be able to enter into an initial business

combination unless our Sponsor’s members find the target and the business combination attractive.

This may make it more

difficult for us to approve and enter into an initial business combination than other blank check companies and could result in

us not pursuing an acquisition target or other board or corporate action that our public stockholders would find favorable.

order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation

or other governing instruments in a manner that will make it easier for us to complete our initial business combination but that

our stockholders or warrantholders may not support.

order to effectuate a business combination, we may amend various provisions of our charter and governing instruments, including

the warrant agreement, the underwriting agreement relating to our Initial Public Offering, the letter agreement among us, Tortoise,

Atlas Point Fund and our Sponsor, officers and directors, and the registration rights agreement among us, Tortoise and our initial

stockholders.

These agreements contain various provisions that our public stockholders might deem to be material.

not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be

possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more

amendments to any such agreement in connection with the consummation of our initial business combination.

Except in relation to

the charter, any such amendments would not require approval from our stockholders and may have an adverse effect on the value

of an investment in our securities.

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

or change our industry focus in order to effectuate our initial business combination.

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.

may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate

the completion of an initial business combination that some of our stockholders may not support.

other blank check companies have a provision in their charter which 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.

Our amended and restated certificate of incorporation provides that any of its provisions

(other than amendments relating to the appointment of directors, which require the approval of a majority of at least 90% of our

common stock voting at a stockholder meeting) related to pre-business combination activity (including the requirement to

deposit proceeds of our Initial Public Offering and the sale of the Private Placement Warrants 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 20% 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.

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

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

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

closing of our Initial Public Offering, unless we provide our public stockholders with the opportunity to redeem their shares

of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate

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

released to us to pay our franchise and income taxes, divided by the number of then-outstanding public shares.

These agreements

are contained in a letter agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K, that we have entered into

with Tortoise, our Sponsor, officers, directors and director nominees and Atlas Point Fund.

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

Tortoise, our Sponsor, officers, directors or director nominees or Atlas Point Fund for any breach of these agreements.

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

may be unable to obtain additional financing to complete our initial 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.

If we are unable to complete

our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account

that are available for distribution to public stockholders, and our warrants will expire worthless.

the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants and the Forward Purchase Securities

prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds

in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption

in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with

our initial business combination, or if Atlas Point Fund decides not to exercise its right to purchase all of the Forward Purchase

Securities, 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 initial 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 initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account

that are available for distribution to public stockholders, 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.

initial stockholders control the election of our board of directors until consummation of our initial business combination and

hold a substantial interest in us.

As a result, they will elect all of our directors prior to our initial business combination

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

initial stockholders own shares representing 20% of our issued and outstanding shares of common stock.

In addition, the Founder

Shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to our

initial business combination.

Holders of our public shares will have no right to vote on the election of directors during such

These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least

90% of our common stock voting at a stockholder meeting.

As a result, you will not have any influence over the election of directors

prior to our initial business combination.

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.

In addition, our board of directors, whose members

were elected by our initial stockholders, is and will be divided into three classes, each of which will generally serve for a

term of three years with only one class of directors being elected in each year.

We may not hold an annual meeting of stockholders

to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue

in office until at least the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because

of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will

continue to exert control at least until the completion of our business combination.

The Forward Purchase Securities will not

be issued until completion of our initial business combination, and, accordingly, will not be included in any stockholder vote

until such time.

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants 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 warrant could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be

shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all

without your approval.

warrants are 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 of public warrants.

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, convert the warrants into cash or stock (at a ratio different than initially

provided), shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise

of a warrant.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants

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 Class A common stock equals or exceeds $18.00 per

share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 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 for cash so long as they are held by Tortoise or its permitted transferees.

addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined

based on the redemption date and the fair market value of our Class A common stock.

Any such redemption may have similar consequences

to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case, you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock

had your warrants remained outstanding.

ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption

or if there is no effective registration statement covering the Class A common stock issuable upon exercise of these warrants

will cause holders to receive fewer shares of Class A common stock upon their exercise of the warrants than they would have received

had they been able to pay the exercise price of their warrants in cash.

our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such

that our shares of Class A common stock satisfy 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.

“Cashless exercise”

means the warrant holder pays the exercise

price by giving up some of the shares for which the warrant is being exercised, with those shares valued at the then-current market

Accordingly, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A

common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying

the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”

by (y) the fair market value.

The “fair market value”

shall mean the average reported last sale price of the

shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of

redemption is sent to the holders of warrants.

addition, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not

effective within a specified period following the consummation of our initial business transaction, warrant holders may, until

such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective

registration statement, exercise warrants on a cashless basis.

For purposes of calculating the number of shares issuable upon

such cashless exercise, the “fair market value”

of warrants shall be calculated using the volume weighted average

sale price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which notice of

exercise is received by the warrant agent.

we choose to require holders to exercise their warrants on a cashless basis, which we may do at our sole discretion, or if holders

elect to do so when there is no effective registration statement, the number of shares of Class A common stock received by a holder

upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.

product liability claims that affect our competitors may cause indirect adverse publicity for us and our products.

successful product liability claim against us could require us to pay a substantial monetary award.

Our risks in this area are

particularly pronounced given the relatively limited number of electrified powertrain solutions delivered to date and limited

field experience of our products.

Moreover, a product liability claim against us or our competitors could generate substantial

negative publicity about our products and business and could have a material adverse effect on our brand, business, prospects,

financial condition and operating results.

In most jurisdictions, we generally self-insure against the risk of product liability

claims for vehicle exposure, meaning that any product liability claims will likely have to be paid from company funds, not by

warranty reserves to cover future warranty claims could materially adversely affect our business, prospects, financial condition

and operating results.

we begin commercial production of our electrified powertrain solutions, we will need to maintain warranty reserves to cover warranty-related claims.

If our warranty reserves are inadequate to cover future warranty claims on our vehicles, our business, prospects, financial condition

and operating results could be materially and adversely affected.

We may become subject to significant and unexpected warranty

expenses as well as claims from our customers, including loss of revenue or damages.

There can be no assurances that then-existing warranty

reserves will be sufficient to cover all claims.

Related to our Production Processes and Supply Chain

face significant barriers to produce our electrified powertrain solutions, and if we cannot successfully overcome those barriers

our business will be negatively impacted.

commercial trucking industry has traditionally been characterized by significant barriers to entry, including the ability to meet

performance requirements or industry specifications, acceptance by OEMs and our end users, large capital requirements, investment

costs of design and production, long lead times to bring components to market from the concept and design stage, the need for

specialized design and development expertise, regulatory requirements, establishing a brand name and image and the need to establish

sales capabilities.

If we are not able to overcome these barriers, our business, prospects, financial condition and operating

results will be negatively impacted and our ability to grow our business will be harmed.

Our success will

depend on our ability to economically outsource the production, assembly and installation of our electrified powertrain solutions

at scale, and our ability to develop and produce electrified powertrain solutions of sufficient quality and appeal to customers

on schedule and at scale is unproven.

Our business depends

in large part on our ability to execute our plans to develop, produce, assemble, market, sell, install and service our electrified

powertrain solutions.

We currently produce our Demonstrator Hybrid system at our facility in Cedar Park, Texas and expect to begin

production of our next generation Hybrid system in 2021, at the earliest, and our Hypertruck ERX system in 2022, at the earliest,

in each case at our outsourcing partners’

We anticipate that a significant concentration of this production,

assembly and installation will be performed by a small number of outsourcing partners.

While these arrangements can lower operating

costs, they also reduce our direct control over production and distribution.

Such diminished control may have an adverse effect

on the quality or quantity of products or services, or our flexibility to respond to changing conditions.

or logistics in supply or production areas or transit to final destinations can be disrupted for a variety of reasons including,

but not limited to, natural and man-made disasters, information technology system failures, commercial disputes, military

actions, economic, business, labor, environmental, public health or political issues or international trade disputes.

Our continued development

of our electrified powertrain solutions is and will be subject to risks, including with respect to:

equipment we plan to use being able to accurately produce our electrified powertrain

solutions within specified design tolerances;

compatibility of our electrified powertrain solutions with existing and future commercial

vehicle designs;

and short-term durability of the components in our electrified powertrain solutions

in the day-to-day wear and tear of the commercial trucking environment;

with environmental, workplace safety and similar regulations;

necessary components on acceptable terms and in a timely manner;

in delivery of final component designs to our suppliers;

ability to attract, recruit, hire and train skilled employees;

controls, particularly as we plan to expand our production capabilities;

or disruptions in our supply chain;

delays and cost overruns;

ability to secure additional funding if necessary.

production facilities, the production facilities of our outsourcing partners and suppliers and the equipment used to produce our

electrified powertrain solutions would be costly to replace and could require substantial lead time to replace and qualify for

use, which may render it difficult or impossible for us to produce our electrified powertrain solutions for some period of time.

The inability to produce our electrified powertrain solutions or the backlog that could develop if our production facilities and

the production facilities of our outsourcing partners and suppliers are inoperable for even a short period of time may result

in the loss of customers or harm our reputation.

Although we maintain insurance for damage to our property and the disruption

of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available

to us on acceptable terms, if at all.

We and our future

production partners have no experience to date in high volume production of our electrified powertrain solutions.

We do not know

whether we or our future production partners will be able to develop efficient, automated, low-cost production capabilities

and processes and reliable sources of component supply, that will enable us to meet the quality, price, engineering, design and

production standards, as well as the production volumes, required to successfully mass market our electrified powertrain solutions.

Even if we and our future production partners are successful in developing our high-volume production capability and processes

and reliably source our component supply, we do not know whether we will be able to do so in a manner that avoids significant

delays and cost overruns, including as a result of factors beyond our control such as problems with suppliers and vendors, or

in time to meet our vehicle commercialization schedules or to satisfy the requirements of customers.

Any failure to develop such

production processes and capabilities within our projected costs and timelines could have a material adverse effect on our business,

prospects, financial condition and operating results.

We may experience

significant delays in the design, production and launch of our electrified powertrain solutions, which could harm our business,

prospects, financial condition and operating results.

Our electrified powertrain

solutions are still in the development and testing phase, and commercial deliveries of the Hybrid systems and the Hypertruck ERX

system are not expected to begin until 2021 and 2022, respectively, and may occur later or not at all.

Any delay in the financing,

design, production and launch of our electrified powertrain solutions, including future production of our next generation Hybrid

system and Hypertruck ERX system at our outsourcing partners, could materially damage our brand, business, prospects, financial

condition and operating results.

There are often delays in the design, production and commercial release of new products, and to

the extent we delay the launch of our electrified powertrain solutions, our growth prospects could be adversely affected as we

may fail to grow our market share.

We will rely on our outsourcing partners to produce our electrified powertrain solutions at

scale, and if they are not able produce products that meet our specifications, we may need to expand our production capabilities,

which would cause us to incur additional costs.

Furthermore, we rely on third-party suppliers for the provision and development

of many of the key components and materials used in our electrified powertrain solutions, and to the extent they experience any

delays, we may need to seek alternative suppliers.

If we experience delays by our third-party outsourcing partners or suppliers,

we could experience delays in delivering on our timelines.

We, our outsourcing

partners and our suppliers may rely on complex machinery for our production, which involves a significant degree of risk and uncertainty

in terms of operational performance and costs.

We, our outsourcing

partners and our suppliers may rely on complex machinery for the production, assembly and installation of our electrified powertrain

solutions, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs.

production facilities and the facilities of our outsourcing partners and suppliers consist of large-scale machinery combining

many components.

These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts

to resume operations, which may not be available when needed.

Unexpected malfunctions of these components may significantly affect

the intended operational efficiency.

Operational performance and costs can be difficult to predict and are often influenced by

factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation,

costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental

permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters.

operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment,

damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative

fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business,

prospects, financial condition or operating results.

We are dependent

on large commercial vehicle OEMs and producers of glider kits and rolling chassis to provide vehicles for our electrified powertrain

Because we do not

manufacture complete commercial vehicles, we are dependent on commercial vehicle OEMs and producers of glider kits and rolling

chassis to provide vehicle chassis for our electrified powertrain solutions.

If OEMs are unable or unwilling to integrate the

installation of our electrified powertrain solutions into their commercial vehicle production lines, we may have to rely on producers

of glider kits and rolling chassis and commercial truck upfitting and modification companies.

To the extent that there are limitations

on the availability of glider kits or rolling chassis, either due to the unwillingness or inability of OEMs and producers to produce

and provide them to us or our installation partners, or a change in governmental regulations or policies, we would need to develop

our own commercial vehicle on which to install our electrified powertrain solutions.

Either case could have a negative impact

on our ability to sell our electrified powertrain solutions at the prices, or achieve the margins, or in the timeframes that we

Additionally, if commercial vehicle OEMs limit or fail to provide a warranty on vehicles with our electrified powertrain

solutions, we will incur additional costs by contracting with a third party to provide warranty services.

Any of the foregoing

would have a material adverse effect on our business, prospects, financial condition and operating results.

We will rely on

third parties, including commercial truck upfitting and modification companies and commercial vehicle OEMs, to install our electrified

powertrain solutions in vehicles, which is subject to risks.

We intend to enter

into agreements with commercial truck upfitting and modification companies and commercial vehicle OEMs to install our electrified

powertrain solutions.

Using third-party contract manufacturers and installers for the production and installation of our

electrified powertrain solutions is subject to risks with respect to operations that are outside our control.

We could experience

delays if our outsourcing partners do not meet agreed upon timelines or experience capacity constraints that make it impossible

for us to fulfill purchase orders on time or at all.

The installation of our solutions may also void the warranty of a vehicle

or a vehicle’s components, such as our engine and transmission, which may reduce customer demand for our solutions.

Additionally,

we may permit returns of vehicles installed with our electrified powertrain solutions, which may result in significant additional

costs to us if we are required to convert the vehicles back to their original form.

There is risk of potential disputes with our

outsourcing partners, and we could be affected by negative publicity related to our partners whether or not such publicity is

related to their collaboration with us.

Our ability to successfully build a premium brand could also be adversely affected by

perceptions about the quality of our outsourcing partners’

In addition, although we are involved in each step

of the supply chain, production and installation processes, because we also rely on our outsourcing partners and third parties

to meet our quality standards, there can be no assurance that the final product will meet expected quality standards.

We may be unable

to enter into new agreements or extend existing agreements with third-party contract manufacturers and installers on terms

and conditions acceptable to us and therefore may need to contract with other third parties or significantly add to our own production

There can be no assurance that in such event we would be able to engage other third parties or establish or expand our

own production capacity to meet our needs on acceptable terms or at all.

The expense and time required to complete any transition,

and to assure that our electrified powertrain solutions produced at facilities of new producers comply with our quality standards

and regulatory requirements, may be greater than anticipated.

Any of the foregoing could adversely affect our business, prospects,

financial condition and operating results.

We are dependent

on our suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to deliver necessary

components of our vehicles at prices and volumes, performance and specifications acceptable to us could have a material adverse

effect on our business, prospects, financial condition and operating results.

rely on third-party suppliers , some of whom are single-source suppliers,

for the provision and development of many of the key components and materials used in our electrified powertrain solutions,

such as natural gas generators.

Any failure of these suppliers or outsourcing partners

to perform could require us to seek alternative suppliers or to expand our production capabilities, which could incur additional

costs and have a negative impact on our cost or supply of components or finished goods.

While we plan to obtain components

from multiple sources whenever possible, some of the components used in our vehicles will be purchased by us from a single source.

Our third-party suppliers may not be able to meet their product specifications and performance characteristics or our desired

specifications, performance and pricing, which would impact our ability to achieve our product specifications and performance

characteristics as well.

Additionally, our third-party suppliers may be unable to obtain required certifications for their

products for which we plan to use or provide warranties that are necessary for our solutions.

If we are unable to obtain components

and materials used in our electrified powertrain solutions from our suppliers or if our suppliers decide to create or supply a

competing product, our business could be adversely affected.

Additionally, we have entered into a commercial matters agreement

with Dana, pursuant to which we agreed to, among other things, purchase from Dana and its affiliates, unless we are

directed by a customer to use a different vendor, any component, product or service required or utilized by us that Dana or any

of its affiliates manufactures, sells or provides or unless Dana is unwilling or unable to supply on reasonably competitive terms

such component, product or service.

While we believe that we may be able to establish alternate supply relationships and can obtain

or engineer replacement components for our single source components, we may be unable to do so in the short term (or at all) at

prices or quality levels that are favorable to us, which could have a material adverse effect on our business, prospects, financial

condition and operating results.

in costs, disruption of supply or shortage of our components, particularly LTO battery cells, could harm our business.

we begin commercial production of our electrified powertrain solutions, we may experience increases in the cost or a sustained

interruption in the supply or shortage of our components.

Any such increase or supply interruption could materially negatively

impact our business, prospects, financial condition and operating results.

The prices for our components fluctuate depending on

market conditions and global demand and could adversely affect our business, prospects, financial condition and operating results.

For instance, we are exposed to multiple risks relating to price fluctuations for LTO cells.

These risks include:

inability or unwillingness of current battery manufacturers to build or operate battery cell production facilities to supply

the numbers of LTO cells required to support the growth of the electric vehicle industry as demand for such cells increases;

in the supply of cells due to quality issues or recalls by the battery cell manufacturers;

fewer number of manufacturers of LTO cells compared to lithium nickel manganese cobalt oxide (“NMC”) or lithium

nickel cobalt aluminum oxide (“NCA”) cells;

increase in the cost of raw materials.

disruption in the supply of battery cells could temporarily disrupt production of our electrified powertrain solutions until a

different supplier is fully qualified.

Moreover, battery cell manufacturers may refuse to supply electric vehicle manufacturers

if they determine that the vehicles are not sufficiently safe.

Furthermore, fluctuations or shortages in petroleum and other economic

conditions may cause us to experience significant increases in freight charges.

Substantial increases in the prices for raw materials

may increase the cost of our components and consequently, the costs of products.

There can be no assurance that we will be able

to recoup increasing costs of our components by increasing prices, which could reduce our margins.

Risks Related to Our Industry and Competitive

Our future growth

is dependent upon the commercial trucking industry’s willingness to adopt alternative fuel, hybrid and electric vehicles.

Our growth is highly

dependent upon the adoption of alternative fuel, hybrid and electric vehicles by the commercial trucking industry.

If the market

for alternative fuel, hybrid and electric vehicles and our electrified powertrain solutions does not develop at the rate or in

the manner or to the extent that we expect, or if critical assumptions we have made regarding the efficiency of our electrified

powertrain solutions are incorrect or incomplete, our business, prospects, financial condition and operating results will be harmed.

The market for alternative fuels, hybrid and electric vehicles is new and untested and is characterized by rapidly changing technologies,

price competition, numerous competitors, evolving government regulation and industry standards and uncertain customer demands

and behaviors.

Factors that may

influence the adoption of alternative fuel, hybrid and electric vehicles include:

● perceptions

about alternative fuel, hybrid and electric vehicle quality, safety, design, performance,

reliability and cost, especially if adverse events or accidents occur that are linked

to the quality or safety of alternative fuel, hybrid or electric vehicles;

● perceptions

about vehicle safety in general, including the use of advanced technology, such as vehicle

electronics, alternative fuel and regenerative braking systems;

decline of vehicle efficiency resulting from deterioration over time in the ability of

the battery to hold a charge;

or improvements in the fuel economy of internal combustion engines, the vehicle and the

vehicle controls or competitors’

electrified systems;

availability of service and associated costs for alternative fuel, hybrid or electric

in the cost of energy, oil, gasoline, natural gas, hydrogen and renewable fuels could

affect buying decisions, which could affect the carbon profile of our solutions;

availability of refueling stations, particularly compressed natural gas (“CNG”)

regulations and economic incentives promoting fuel efficiency and alternate forms of

energy, including new regulations mandating zero tailpipe emissions compared to overall

carbon reduction;

availability of tax and other governmental incentives to purchase and operate alternative

fuel, hybrid and electric vehicles or future regulation requiring increased use of nonpolluting

availability of rebates provided by natural gas fueling stations and natural gas providers

to offset the costs of natural gas and natural gas vehicles;

ability of Hyliion, fleets, utilities and others to purchase and take credit for renewable

fuel and energy, specifically RNG, through LCFS programs or similar programs that take

advantage of RNG credits in approved states;

availability of tax and other governmental incentives to sell natural gas;

● perceptions

about and the actual cost of alternative fuel itself, as well as hybrid and electric

● macroeconomic

For example, if the

holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of Class A common stock

have a fair market value per share of $17.50 per share, then upon the cashless exercise, the holder will receive 300 shares

of Class A common stock.

The holder would have received 875 shares of Class A common stock if the exercise price was paid

This will have the effect of reducing the potential “upside”

of the holder’s investment in our company

because the warrant holder will hold a smaller number of shares of Class A common stock upon a cashless exercise of the warrants

warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult

to effectuate our business combination.

issued warrants to purchase 11,650,458 shares of Class A common stock as part of the Units.

We also issued 6,660,183 Private

Placement Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share.

In addition, we may issue

up to approximately 15.5 million shares of Class A common stock to Atlas Point Fund in connection with our initial business

combination pursuant to the Forward Purchase Agreement.

initial stockholders currently own an aggregate of 5,825,230 Founder Shares.

The Founder Shares are convertible into shares of

Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations

and the like and subject to further adjustment as set forth herein.

In addition, if our Sponsor makes any working capital loans,

it may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant.

the extent we issue shares of Class A common stock to effectuate a business combination, the potential for the issuance of

a substantial number of additional shares of Class A 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 Class A common stock and reduce the value of the Class A common stock issued to complete the business combination.

our warrants and Founder Shares may make it more difficult to effectuate a business combination or increase the cost of acquiring

the target business.

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.

unit contains one-half of one warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation

of the Units, and only whole warrants will trade.

This is different from other blank check companies 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 whole warrant

to purchase one 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.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

most blank check companies, if we issue additional shares of common stock or equity-linked securities for capital raising

purposes in connection with the closing of our initial business combination at a newly issued price of less than $9.20 per share

of common stock, then the exercise price of the warrants will be adjusted to equal 115% of the newly issued price.

This may make

it more difficult for us to consummate an initial business combination with a target business.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

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.

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

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 initial business combination within the prescribed time frame.

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.

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 until the last day of the fiscal year following the

fifth anniversary of the completion of our Initial Public Offering, although circumstances could cause us to lose that status

earlier, including if the market value of our Class A 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.

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.

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 accountant standards used.

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 our initial business combination.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our

Annual Report on Form 10-K for the year ending December 31, 2020.

Only in the event we are deemed to be a large accelerated

filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain 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 for us as compared to other public companies because a target business 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 controls of any such entity to achieve compliance with the Sarbanes-Oxley Act

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

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 Class A common stock and could entrench management.

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 stock, 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.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

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.

in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against

our directors and officers.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions (other than

actions arising under the Securities Act or the Exchange Act) may be brought only in the Court of Chancery in the State of Delaware

(or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject

matter jurisdiction) and, if brought outside of Delaware, the stockholder bringing such suit will be deemed to have consented

to service of process on such stockholder’s counsel.

This provision may limit a stockholder’s ability to bring a claim

in a judicial forum that it finds favorable for disputes with us and our directors, officers or other employees and may have the

effect of discouraging lawsuits against our directors and officers.

search for a business combination may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread

throughout China and other parts of the world, including the United States.

On January 30, 2020, the World Health Organization

declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared a public health emergency for the United

States to aid the U.S.

healthcare community in responding to COVID-19.

A significant outbreak of COVID-19 and other infectious

diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide,

and potential target companies may defer or end discussions for a potential business combination with us whether or not COVID-19

materially adversely affects their business operations.

Additionally, we may be unable to complete a business combination

if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the

target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in

a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19

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

If the disruptions posed by COVID-19 or other matters of

global concern continue for an extensive period of time, our ability to consummate a business combination may be materially adversely

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

we pursue a target business with operations or opportunities outside of the United States for our initial business combination,

we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination,

and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact

our operations.

we pursue a target company with operations or opportunities outside of the United States for our initial business combination,

we would be subject to risks associated with cross-border business combinations, including in connection with investigating,

agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction

approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange

we effect our initial business combination with such a company, 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;

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

payment cycles;

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

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

or national health concerns, including health epidemics such as the recent coronavirus outbreak at the beginning of 2020;

attacks and wars;

● deterioration

of political relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial

business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our

business, financial condition and results of operations.

our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend

time and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, our management may resign from their positions as officers or directors of the company and the

management of the target business at the time of the business combination will remain in place.

Management of the target business

may not be familiar with United States securities laws.

If new management is unfamiliar with United States securities laws, they

may have to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could

lead to various regulatory issues which may adversely affect our operations.

our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of

our revenue will be derived from our operations in such country.

Accordingly, our results of operations and prospects will be

subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in

which we operate.

economic, political and social conditions, as well as government policies, of the country in which our operations are located

could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such

growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a

slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain

industries could materially and adversely affect our ability to find an attractive target business with which to consummate our

initial business combination and if we effect our initial business combination, the ability of that target business to become

rate fluctuations and currency policies may cause a target business’

ability to succeed in the international markets to

be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, and the dollar

equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in non-U.S.

regions fluctuates and is affected by, among other things, changes in political and economic

Any change in the relative value of such currency against our reporting currency may affect the attractiveness of

any target business or, following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination,

the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate

such transaction.

Staff Comments.

market price of oil is low, there may be corresponding decreases in the cost of diesel fuel, which may impact the market for electric

Additionally, we may become subject to regulations that may require us to alter the design of our electrified powertrain

solutions, which could negatively impact customer interest in our products.

Although we hope to be among the

first to bring electrified powertrain solutions to market, competitors have already displayed electrified vehicle prototypes and

may enter the market before us.

We face intense competition

in trying to be among the first to bring electrified powertrain solutions to market.

Most of our current and potential competitors

have greater financial, technical, manufacturing, marketing and other resources than we do.

They may be able to deploy greater

resources to the design, development, manufacturing, distribution, promotion, sales, marketing and support of their alternative

fuel and electric truck programs.

Additionally, our competitors also have greater name recognition, longer operating histories,

larger sales forces, broader customer and industry relationships and other resources than we do.

These competitors also compete

with us in recruiting and retaining qualified research and development, sales, marketing and management personnel, as well as in

acquiring technologies complementary to, or necessary for, our products.

Additional mergers and acquisitions may result in even

more resources being concentrated in our competitors.

We cannot provide assurances that our electrified systems will be the first

Even if our electrified systems are first, or among the first, to market, there are no assurances that customers will

choose vehicles with our electrified systems over those of our competitors, or over diesel powered trucks.

have announced their plans to bring Class 8 long haul BEVs and FCEVs to the market over the coming years.

Tesla announced its

BEV and Nikola announced its plug-in BEVs.

Cummins, Daimler, parent of Freightliner Trucks, Dana, Navistar, PACCAR, parent

of Kenworth Trucks, Inc.

and Peterbilt Motors Company, Volvo, XOS and other commercial vehicle manufacturers have announced their

plans to bring Class 8 BEVs or FCEVs to the market.

Furthermore, we will also face competition from manufacturers of internal

combustion engines powered by diesel fuel.

We expect additional competitors to enter the industry as well.

We expect competition

in our industry to intensify from our existing and future competitors in the future in light of increased demand and regulatory

push for alternative fuel and electric vehicles.

Developments in

alternative technology or improvements in the internal combustion engine may adversely affect the demand for our electrified powertrain

Significant developments

in alternative technologies, such as battery cell technology, advanced diesel, ethanol or natural gas, or improvements in the

fuel economy of the internal combustion engine, may materially and adversely affect our business, prospects, financial condition

and operating results in ways we do not currently anticipate.

Existing and other battery cell technologies, fuels or sources of

energy may emerge as customers’

preferred alternative to our electrified powertrain solutions.

Any failure by us to develop

new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development

and introduction of new and enhanced alternative fuel and electric vehicles, which could result in the loss of competitiveness

of our electrified powertrain solutions, decreased revenue and a loss of market share to competitors.

Our research and development

efforts may not be sufficient to adapt to changes in alternative fuel and electric vehicle technology.

As technologies change,

we plan to upgrade or adapt our electrified powertrain solutions with the latest technology, in particular battery cell technology,

which may also negatively impact the adoption of other our products.

However, our electrified powertrain solutions may not compete

effectively with alternative systems if we are not able to source and integrate the latest technology into our electrified powertrain

Risks Related to Technology,

Data and Privacy-Related Matters

We are subject

to cybersecurity risks to operational systems, security systems, infrastructure, integrated software in our electrified powertrain

solutions and customer data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption,

cyber event, incident or breach of security could prevent us from effectively operating our business.

We are at risk for

interruptions, outages and breaches of:

(a) operational systems, including business, financial, accounting, product development,

data processing or production processes, owned by us or our third-party vendors or suppliers;

(b) facility security

systems, owned by us or our third-party vendors or suppliers;

owned by us or our third-party vendors or suppliers;

(d) the integrated software in our electrified powertrain solutions;

or (e) customer or driver data that we process or our third-party vendors or suppliers process on our behalf.

incidents could:

materially disrupt operational systems;

result in loss of intellectual property, trade secrets or other proprietary

or competitively sensitive information;

compromise certain information of customers, employees, suppliers, drivers or others;

jeopardize the security of our facilities;

or affect the performance of transmission control modules or other in-product technology

and the integrated software in our electrified powertrain solutions.

A cyber incident could be caused by disasters, insiders

(through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported

actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking,

fraud, trickery or other forms of deception.

The techniques used by cyber attackers change frequently and may be difficult to

detect for long periods of time.

Although we maintain information technology measures designed to protect ourselves against intellectual

property theft, data breaches and other cyber incidents, such measures will require updates and improvements, and we cannot guarantee

that such measures will be adequate to detect, prevent or mitigate cyber incidents.

The implementation, maintenance, segregation

and improvement of these systems requires significant management time, support and cost.

Moreover, there are inherent risks associated

with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement,

production execution, finance, supply chain and sales and service processes.

These risks may affect our ability to manage our

data and inventory, procure parts or supplies or produce, sell, deliver and service our electric powertrain solutions, adequately

protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws,

regulations and contracts.

We cannot be sure that these systems upon which we rely, including those of our third-party vendors

or suppliers, will be effectively implemented, maintained or expanded as planned.

If we do not successfully implement, maintain

or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial

results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability

to certify our financial results.

Moreover, our proprietary information or intellectual property could be compromised or misappropriated,

and our reputation may be adversely affected.

If these systems do not operate as we expect them to, we may be required to expend

significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber

incident could impact production capability, harm our reputation, cause us to breach our contracts with other parties or subject

us to regulatory actions or litigation, any of which could materially affect our business, prospects, financial condition and

operating results.

In addition, our insurance coverage for cyberattacks may not be sufficient to cover all the losses we may experience

as a result of a cyber incident.

We also collect,

store, transmit and otherwise process customer, driver and employee and others’

data as part of our business and operations,

which may include personal data or confidential or proprietary information.

We also work with partners and third-party service

providers or vendors that collect, store and process such data on our behalf and in connection with our products and services.

There can be no assurance that any security measures that we or our third-party service providers or vendors have implemented

will be effective against current or future security threats.

While we have developed systems and processes designed to protect

the availability, integrity, confidentiality and security of our and our customers’, drivers’, employees’

others’

data, our security measures or those of our third-party service providers or vendors could fail and result

in unauthorized access to or disclosure, acquisition, encryption, modification, misuse, loss, destruction or other compromise

of such data.

If a compromise of such data were to occur, we may become liable under our contracts with other parties and under

applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident.

all 50 states require us to provide notice to customers, regulators, credit reporting agencies and others when certain sensitive

information has been compromised as a result of a security breach.

Such laws are inconsistent and compliance in the event of a

widespread data breach could be costly.

Depending on the facts and circumstances of such an incident, these damages, penalties,

fines and costs could be significant.

Such an event could harm our reputation and result in litigation against us.

results could materially adversely affect our business, prospects, financial condition and operating results.

Any unauthorized

control or manipulation of the information technology systems in our electrified powertrain solutions could result in loss of

confidence in us and our electrified powertrain solutions and harm our business.

Our electrified powertrain

solutions contain complex information technology systems and built-in data connectivity to accept and install periodic remote

updates to improve or update functionality.

We have designed, implemented and tested security measures intended to prevent unauthorized

access to our information technology networks, our electrified powertrain solutions and related systems.

However, hackers may

attempt to gain unauthorized access to modify, alter and use such networks, trucks and systems to gain control of or to change

our electrified powertrain solutions’

functionality, user interface and performance characteristics, or to gain access to

data stored in or generated by the truck.

Future vulnerabilities could be identified and our efforts to remediate such vulnerabilities

may not be successful.

Any unauthorized access to or control of our electrified powertrain solutions, or any loss of customer

data, could result in legal claims or proceedings and remediation of such problems could result in significant, unplanned capital

expenditures.

In addition, regardless of their veracity, reports of unauthorized access to our electrified powertrain solutions

or data, as well as other factors that may result in the perception that our electrified powertrain solutions or data are capable

of being “hacked,”

could negatively affect our brand and harm our business, prospects, financial condition and operating

Inability to leverage

vehicle and customer data could impact our software algorithms and impact research and development operations.

We rely on data collected

from the use of fleet vehicles outfitted with our products, including vehicle data and data related to battery usage statistics.

We use this data in connection with our software algorithms and the research, development and analysis of our products.

Our inability

to obtain this data or the necessary rights to use this data could result in delays or otherwise negatively impact our research

and development efforts.

We may need to

defend ourselves against patent, copyright or trademark infringement claims or trade secret misappropriation claims, which may

be time-consuming and cause us to incur substantial costs.

Companies, organizations

or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent

or limit our ability to make, use, develop or sell our electrified powertrain solutions, which could make it more difficult for

us to operate our business.

We may receive inquiries from patent, copyright or trademark owners inquiring whether we infringe

upon their proprietary rights.

We may also be the subject of allegations that we have misappropriated their trade secrets or other

proprietary rights.

Companies owning patents or other intellectual property rights relating to battery packs, electric motors,

fuel cells or electronic power management systems may allege infringement or misappropriation of such rights.

In response to a

determination that we have infringed upon or misappropriated a third party’s intellectual property rights, we may be required

to do one or more of the following:

development, sales or use of our products that incorporate the asserted intellectual

substantial damages;

a license from the owner of the asserted intellectual property right, which license may

not be available on reasonable terms or at all;

one or more aspects or systems of our electrified powertrain solutions.

A successful claim

of infringement or misappropriation against us could materially adversely affect our business, prospects, financial condition

and operating results.

Any litigation or claims, whether valid or invalid, could result in substantial costs and diversion of

Our business may

be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.

Failure to adequately

protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the

loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, prospects,

financial condition and operating results.

Our success depends, at least in part, on our ability to protect our core technology

and intellectual property.

To accomplish this, we will rely on a combination of patents, trade secrets (including know-how), employee

and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights

to establish and protect our rights in our technology.

The protection of

our intellectual property rights will be important to our future business opportunities.

However, the measures we take to protect

our intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

patent applications we submit may not result in the issuance of patents;

scope of our issued patents, including our patent claims, may not be broad enough to

protect our proprietary rights;

issued patents may be challenged or invalidated by our competitors;

employees, consultants or business partners may breach their confidentiality, non-disclosure and

non-use obligations to us;

● third-parties may

independently develop technologies that are the same or similar to our;

costs associated with enforcing patents, confidentiality and invention agreements or

other intellectual property rights may make enforcement impracticable;

and future competitors may circumvent our intellectual property.

Patent, trademark,

Some foreign countries do not protect intellectual property rights

to the same extent as do the laws of the U.S.

Further, policing the unauthorized use of our intellectual property in foreign jurisdictions

may be difficult.

Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the U.S.

Also, while we have

registered trademarks in an effort to protect our investment in our brand and goodwill with customers, competitors may challenge

the validity of those trademarks and other brand names in which we have invested.

Such challenges can be expensive and may adversely

affect our ability to maintain the goodwill gained in connection with a particular trademark.

Our intellectual

property applications for registration may not issue or be registered, which may have a material adverse effect on our ability

to prevent others from commercially exploiting products similar to ours.

We cannot be certain

that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the

first party to file such a patent application.

If another party has filed a patent application to the same subject matter as we

have, we may not be entitled to the protection sought by the patent application.

We also cannot be certain whether the claims

included in a patent application will ultimately be allowed in the applicable issued patent.

Further, the scope of protection

of issued patent claims is often difficult to determine.

As a result, we cannot be certain that the patent applications that we

file will issue, or that our issued patents will afford protection against competitors with similar technology.

In addition, our

competitors may design around our issued patents, which may adversely affect our business, prospects, financial condition and

operating results.

Risks Related to

Environmental and Regulatory Matters

The unavailability, reduction or

elimination of government and economic incentives for alternative fuel use due to policy changes or government regulation could

have a material adverse effect on our business, prospects, financial condition and operating results.

Any reduction, elimination

or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for

such subsidies and incentives due to the perceived success of the electric vehicle industry or other reasons may result in the

diminished competitiveness of the alternative fuel and electric vehicle industry generally or our electrified powertrain solutions.

While certain tax credits and other incentives for alternative energy production, alternative fuel and electric vehicles have

been available in the past, there is no guarantee these programs will be available in the future.

If current tax incentives are

not available in the future, our financial position could be harmed.

In particular, we

are influenced by federal, state and local tax credits, rebates, grants and other government programs and incentives that promote

the use of RNG and natural gas as a vehicle fuel.

These include various government programs that make grant funds available for

the purchase of natural gas vehicles, as well as D3 RIN and LCFS programs, which encourage low carbon “compliant”

transportation fuels (including CNG) in the California and Oregon marketplace by allowing producers of these fuels to generate

LCFS Credits that can be sold to noncompliant regulated parties and the AFTC under which a tax credit is available for natural

gas vehicle fuel sales made through the end of 2020 but which may not be available for vehicle fuel sales made after December 31,

2020, particularly if other legislative priorities result in insufficient focus on this program during upcoming congressional

Additionally, we are influenced by laws, rules and regulations that require reductions in carbon emissions or the use

of renewable fuels, such as the California Low Carbon Fuel Standards and the Oregon Clean Fuels Program.

These programs and regulations,

which have the effect of encouraging the use of natural gas as a vehicle fuel, could expire or be repealed or amended for a variety

For example, parties with an interest in gasoline and diesel, electric or other alternative vehicles or vehicle fuels,

including lawmakers, regulators, policymakers, environmental or advocacy organizations, OEMs, trade groups, suppliers or other

powerful groups, may invest significant time and money in efforts to delay, repeal or otherwise negatively influence regulations

and programs that promote natural gas.

Many of these parties have substantially greater resources and influence than we do.

changes in federal, state or local political, social or economic conditions, including a lack of legislative focus on these programs

and regulations, could result in their modification, delayed adoption or repeal.

Any failure to adopt, delay in implementation,

expiration, repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage

the use of other alternative fuels or alternative vehicles over natural gas, would reduce the market for natural gas as a vehicle

fuel and harm our operating results, liquidity and financial condition.

For instance, California lawmakers and regulators have

implemented various measures designed to increase the use of electric, hydrogen and other zero-emission vehicles, including

establishing firm goals for the number of these vehicles operating on state roads by specified dates and enacting various laws

and other programs in support of these goals.

Although the influence and applicability of these or similar measures on our business

and natural gas vehicle adoption in general remains uncertain, a focus by these groups on zero tailpipe emissions vehicles over

vehicles with an overall net carbon negative emissions profile, but with some tailpipe emissions operating on RNG, could adversely

affect the market for natural gas vehicles, including those powered by our electrified powertrain solutions.

If these economic

incentives are reduced or eliminated, there could be a reduction of the supply of natural gas, a corresponding increase in the

price of natural gas, and our electrified powertrain solutions may not be net carbon negative, which could have a material adverse

effect on our business, prospects, financial condition and operating results.

Additionally, other

changes to governmental regulations and policies could impact the competitiveness of natural gas as a fuel source.

For instance,

a limitation or ban on extraction methods like fracking, could have a negative impact on the availability and price of natural

gas and may adversely affect the growth of the alternative fuel automobile markets.

Additionally, an increase in the economic

incentives for other fuel sources or BEVs, such as through the subsidization of other fuel sources or higher permitted weight

limits for BEVs or FCEVs or the reduction or elimination of the higher permitted weight limits for natural gas vehicles, could

make our products less competitive.

Such changes in regulations and policies could materially and adversely affect our business,

prospects, financial condition and operating results.

are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building

our production facilities.

operations are and will be subject to international, federal, state and local environmental laws and regulations, including laws

relating to the use, handling, storage, disposal of and human exposure to hazardous materials.

Environmental and health and safety

laws and regulations can be complex, and we have limited experience complying with them.

Moreover, we expect that we will be affected

by future amendments to such laws or other new environmental and health and safety laws and regulations which may require us to

change our operations, potentially resulting in a material adverse effect on our business, prospects, financial condition and operating

These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury,

fines and penalties.

Capital and operating expenses needed to comply with environmental laws and regulations can be significant,

and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation

of our operations.

Contamination

at properties we will own or operate, we formerly owned or operated or to which hazardous substances were sent by us, may result

in liability for us under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response,

Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard

to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human

health and for damages to natural resources.

The costs of complying with environmental laws and regulations and any claims concerning

noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial

condition or operating results.

We may face unexpected delays in obtaining the required permits and approvals in connection with

our planned production facilities that could require significant time and financial resources and delay our ability to operate

these facilities, which would adversely impact our business, prospects, financial condition and operating results.

Our business could

be negatively affected by unfavorable changes to federal or state tax laws or the adoption of federal or state laws or regulations

mandating new or additional limits on the production of GHG emissions, the cost of natural gas and “tailpipe”

Federal or state

laws or regulations may be adopted that would impose new or additional limits on the emissions of GHG.

The potential effects of

GHG emission limits on our business are subject to significant uncertainties based on, among other things, the timing of the implementation

of any new requirements, the required levels of emission reductions, the nature of any market-based or tax-based mechanisms

adopted to facilitate reductions, the relative availability of GHG emission reduction offsets, the development of cost-effective,

commercial-scale carbon capture and storage technology and supporting regulations and liability mitigation measures, the

range of available compliance alternatives, and our ability to demonstrate that our products qualify as a compliance alternative

under any new statutory or regulatory programs to limit GHG emissions.

If our solutions are not able to meet future GHG emission

limits or perform as well as BEV, FCEV or other alternative fuel vehicles, for instance due to unavailability of RNG in a particular

area or a decline in RNG production or an increase in our cost, our solutions could be less competitive.

Additionally, federal,

state or road taxes could be added to natural gas fuel, which would increase the operating cost of our products.

additional federal or state taxes could be implemented on “tailpipe”

emissions, which would have a negative impact

on the cost of our products and a positive impact on the cost of BEVs and FCEVs relative to our solutions.

Such new federal or

state laws or regulations could have a material adverse impact on our business, prospects, financial condition and operating results.

We, our outsourcing

partners and our suppliers are or may be subject to substantial regulation and unfavorable changes to, or failure by us, our outsourcing

partners or our suppliers to comply with, these regulations could substantially harm our business and operating results.

Our electrified powertrain

solutions, and the sale of motor vehicles in general, our outsourcing partners and our suppliers are or may be subject to substantial

regulation under international, federal, state and local laws.

We continue to evaluate requirements for licenses, approvals, certificates

and governmental authorizations necessary to manufacture, sell or service our electrified powertrain solutions in the jurisdictions

in which we plan to operate and intend to take such actions necessary to comply.

We may experience difficulties in obtaining or

complying with various licenses, approvals, certifications and other governmental authorizations necessary to manufacture, sell

or service their electrified powertrain solutions in any of these jurisdictions.

For instance, our electrified powertrain solutions

are novel technology that may not be readily classified into categories by governmental agencies.

If we, our outsourcing partners

or our suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other governmental authorizations

necessary to carry out our operations in the jurisdictions in which we currently operate, or those jurisdictions in which we plan

to operate in the future, our business, prospects, financial condition and operating results could be materially adversely affected.

We expect to incur significant costs in complying with these regulations.

For example, if the battery packs installed in our electrified

powertrain solutions are deemed to be transported, we will need to comply with the mandatory regulations governing the transport

of “dangerous goods,”

and any deficiency in compliance may result in us being prohibited from selling our electrified

powertrain solutions until compliant batteries are installed.

Additionally, although we do not believe that our current after-market

Hybrid system is required to obtain certifications from the EPA in the event that regulators determine that certifications are

necessary, we may be prohibited from selling our Hybrid system until such time as we obtain the required certifications.

required changes to our battery packs or Hybrid system will require additional expenditures and may delay the shipment of vehicles.

In addition, regulations related to the electric and alternative energy vehicle industry are evolving and we face risks associated

with changes to these regulations, including but not limited to:

subsidies for corn and ethanol production, which could reduce the operating cost of vehicles

that use ethanol or a combination of ethanol and gasoline;

support for other alternative fuel systems, which could have an impact on the acceptance

of our electric powertrain system;

sensitivity by regulators to the needs of established automobile manufacturers with large

employment bases, high fixed costs and business models based on the internal combustion

engine, which could lead them to pass regulations that could reduce the compliance costs

of such established manufacturers or mitigate the effects of government efforts to promote

alternative fuel vehicles.

To the extent the

laws change, our electrified powertrain solutions and our suppliers’

products may not comply with applicable international,

federal, state or local laws, which would have an adverse effect on our business.

Compliance with changing regulations could be

burdensome, time consuming and expensive.

To the extent compliance with new regulations is cost prohibitive, our business, prospects,

financial condition and operating results would be adversely affected.

We are subject

to evolving laws, regulations, standards and contractual obligations related to data privacy and security, and our actual or perceived

failure to comply with such obligations could harm our reputation, subject us to significant fines and liability or adversely

affect our business.

We intend to use

our in-vehicle services and functionality to log information about each vehicle’s use in order to aid us in vehicle

diagnostics and servicing.

Our customers or their drivers may object to the use of this data, which may increase our vehicle maintenance

costs and harm our business prospects.

Collection of our customers’, employees’

and others’

information in conducting

our business may subject us to various legislative and regulatory burdens related to data privacy and security that could require

notification of data breaches, restrict our use of such information and hinder our ability to acquire new customers or market

to existing customers.

The regulatory framework for data privacy and security is rapidly evolving, and we may not be able to monitor

and react to all developments in a timely manner.

For example, California requires connected devices to maintain minimum information

security requirements.

As legislation continues to develop, we will likely be required to expend significant additional resources

to continue to modify or enhance our protective measures and internal processes to comply with such legislation.

non-compliance with these laws or a significant breach of our third-party service providers’

or vendors’

or our own network security and systems could have serious negative consequences for our business and future prospects, including

possible fines, penalties and damages, reduced customer demand for our vehicles and harm to our reputation and brand.

We are subject to U.S.

anti-corruption and anti-money laundering laws and regulations.

We can face criminal liability and other serious consequences for

violations, which can harm our business.

We are subject to

Foreign Corrupt Practices Act of 1977, as amended, the U.S.

domestic bribery statute contained in 18 U.S.C.

Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries

in which we conduct activities.

Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents,

contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments

or anything else of value to recipients in the public or private sector.

We can be held liable for the corrupt or other illegal

activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual

knowledge of such activities.

Any violations of the laws and regulations described above may result in substantial civil and criminal

fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and

fraud litigation, reputational harm and other consequences.

We are subject to governmental export

and import control laws and regulations.

Our failure to comply with these laws and regulations could have an adverse effect on

our business, prospects, financial condition and operating results.

Our products and solutions

are subject to export control and import laws and regulations, including the U.S.

Export Administration Regulations, U.S.

regulations and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of

Foreign Assets Control.

export control laws and regulations and economic sanctions prohibit the shipment of certain products

and services to U.S.

embargoed or sanctioned countries, governments and persons.

In addition, complying with export control and

sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities.

Exports of our products and technology must be made in compliance with these laws and regulations.

If we fail to comply with these

laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the

possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme

cases, the incarceration of responsible employees or managers.

In addition, changes

in our products or solutions or changes in applicable export or import laws and regulations may create delays in the introduction

and sale of our products and solutions in international markets, increase costs due to changes in import and export duties and

taxes, prevent our customers from deploying our products and solutions or, in some cases, prevent the export or import of our products

and solutions to certain countries, governments or persons altogether.

Any change in export or import laws and regulations, shift

in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies

targeted by such laws and regulations, could also result in decreased use of our products and solutions or in our decreased ability

to export or sell our products and solutions to customers.

Any decreased use of our products and solutions or limitation on our

ability to export or sell our products and solutions would likely adversely affect our business, prospects, financial condition

and operating results.

Changes in laws

or regulations and U.S.

trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect

our business, prospects, financial condition and operating results.

We are subject to

laws and regulations enacted by national, regional and local governments and agencies.

Compliance with, and monitoring of, applicable

laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application

may also change from time to time and those changes could have a material adverse effect on our products and business.

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.

has adopted a new approach to trade policy and in some cases has attempted to renegotiate or terminate certain existing bilateral

or multi-lateral trade agreements.

It has also imposed tariffs on certain foreign goods, including steel and certain commercial

vehicle parts, which have begun to result in increased costs for goods imported into the U.S.

In response to these tariffs, a

number of U.S.

trading partners have imposed retaliatory tariffs on a wide range of U.S.

products, which makes it more costly

for us to export our products to those countries.

If we are unable to pass price increases on to our customer base or otherwise

mitigate the costs, or if demand for our exported products decreases due to the higher cost, our operating results could be materially

adversely affected.

In addition, further tariffs have been proposed by the U.S.

and our trading partners and additional trade

restrictions could be implemented on a broader range of products or raw materials.

The resulting environment of retaliatory trade

or other practices could have a material adverse effect on our business, prospects, financial condition, operating results, customers,

suppliers and the global economy.

We intend in the

future to expand internationally and will face risks associated with our international operations, including unfavorable regulatory,

political, tax and labor conditions, which could harm our business.

We will face risks

associated with our future international operations, including possible unfavorable regulatory, political, tax and labor conditions,

which could harm our business.

We anticipate having international operations which would subject us to the legal, political, regulatory

and social requirements and economic conditions in any future jurisdictions.

Additionally, as part of our growth strategy, we

intend to expand our sales and servicing services internationally.

However, we have no experience to date selling and servicing

our electrified powertrain solutions internationally and such expansion would require us to make significant expenditures, including

the hiring of local employees and establishing facilities, in advance of generating any revenue.

We are subject to a number of

risks associated with international business activities that may increase our costs, impact our ability to sell our electrified

powertrain solutions and require significant management attention.

These risks include:

our electrified powertrain solutions to various international regulatory requirements

where our electrified powertrain solutions are sold, or homologation;

● difficulties

in obtaining or complying with various licenses, approvals, certifications and other

governmental authorizations necessary to manufacture, sell or service our electrified

powertrain solutions in any of these jurisdictions;

difficulties in staffing and managing foreign operations;

● difficulties

attracting customers in new jurisdictions;

● difficulties

establishing new partnerships, including with respect to installation centers, assembly

facilities, suppliers and the truck OEMs necessary to install our technology in vehicles;

government taxes, regulations and permit requirements, including foreign taxes that We

may not be able to offset against taxes imposed upon we in the U.S., and foreign tax

and other laws limiting our ability to repatriate funds to the U.S.;

● fluctuations

in foreign currency exchange rates and interest rates, including risks related to any

interest rate swap or other hedging activities we undertake;

and foreign government trade restrictions, tariffs and price or exchange controls;

labor laws, regulations and restrictions;

in diplomatic and trade relationships;

instability, natural disasters, global health concerns, including health pandemics such

as the COVID-19 pandemic, war or events of terrorism;

strength of international economies.

If we fail to successfully

address these risks, our business, prospects, financial condition and operating results could be materially harmed.

Risks Related to

Capital and Tax Matters

We may need to

raise additional funds and these funds may not be available to us when we need them.

If we cannot raise additional funds when

we need them, our business, prospects, financial condition and operating results could be negatively affected.

The design, production,

sale and servicing of our electrified powertrain solutions is capital-intensive.

In connection with the consummation of the Business

Combination on October 1, 2020, we raised net proceeds of approximately $516.5 million (net of transaction costs and

As of December 31, 2020, all outstanding warrants were either exercised or redeemed, with gross proceeds of $140.8

million raised, of which $16.3 million was collected during the first quarter of 2021.

However, we may subsequently determine that

additional funds are necessary earlier than anticipated.

This capital may be necessary to fund our ongoing operations, continue

research, development and design efforts, create new products and improve infrastructure.

We may raise additional funds through

the issuance of equity, equity related or debt securities or through obtaining credit from government or financial institutions.

We cannot be certain that additional funds will be available to us on favorable terms when required, or at all.

If we cannot raise

additional funds when we need them, our business, prospects, financial condition and operating results could be materially adversely

Changes in tax

laws may materially adversely affect our business, prospects, financial condition and operating results .

New income, sales,

use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our

business, prospects, financial condition and operating results.

Further, existing tax laws, statutes, rules, regulations or ordinances

could be interpreted, changed, modified or applied adversely to us.

For example, U.S.

federal tax legislation enacted in 2017,

informally titled the Tax Cuts and Jobs Act (the “Tax Act”), enacted many significant changes to the U.S.

Future guidance from the IRS with respect to the Tax Act may affect us, and certain aspects of the Tax Act could be repealed or

modified in future legislation.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), has already

modified certain provisions of the Tax Act.

In addition, it is uncertain if and to what extent various states will conform to

the Tax Act, the CARES Act or any newly enacted federal tax legislation.

Our ability to

use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other

ownership changes.

We have incurred

losses during our history and do not expect to become profitable in the near future, and may never achieve profitability.

extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any,

until such unused losses expire, if at all.

As of December 31, 2020, we had U.S.

federal net operating loss carryforwards

of approximately $82.2 million.

Under the Tax Act,

as modified by the CARES Act, U.S.

federal net operating loss carryforwards generated in taxable periods beginning after December 31,

2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning

after December 31, 2020, is limited to 80% of taxable income.

It is uncertain if and to what extent various states will conform

to the Tax Act or the CARES Act.

Under Section 382

of the Code, substantial changes in our ownership may result in an annual limitation on the amount of net operating loss carryforwards

that could be utilized in the future to offset our taxable income.

Generally, this limitation may arise in the event of a cumulative

change in ownership of more than 50% within a three-year period.

We have completed such analysis and determined that such an ownership

change occurred in 2017.

This will limit the usage of our 2017 and prior year net operating losses, and will cause $2.0 million

of such losses to expire unused, regardless of future taxable income.

No other such ownership changes have occurred through December

Due to this, as well as our overall profitability estimate as noted above, we have recorded a full valuation allowance

related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization

of the future benefits of those assets.

We may not be

able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and

other incentives for which we may apply.

As a result, our business, prospects, financial condition and operating results may be

adversely affected.

We anticipate applying

for federal and state grants, loans and tax incentives under government programs designed to stimulate the economy and support

the production of alternative fuel and electric vehicles and related technologies.

We anticipate that in the future there will

be new opportunities for us to apply for grants, loans and other incentives from federal, state and foreign governments.

to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs

and approval of our applications to participate in such programs.

The application process for these funds and other incentives

will likely be highly competitive.

We cannot assure you that we will be successful in obtaining any of these additional grants,

loans and other incentives.

Risks Related to

Ownership of Our Securities

Concentration

of ownership among our existing executive officers, directors and their respective affiliates may prevent new investors from influencing

significant corporate decisions.

As of December 31,

2020, our executive officers, directors and their respective affiliates, as a group, beneficially own approximately 35.7% of our

outstanding common stock.

As a result, these stockholders are able to exercise a significant level of control over all matters

requiring stockholder approval, including the election of directors, amendment of our Certificate of Incorporation and approval

of significant corporate transactions.

This control could have the effect of delaying or preventing a change of control of us or

changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

Our Certificate

of Incorporation designates specific courts as the exclusive forum for certain stockholder litigation matters, which could limit

the ability of our stockholders to obtain a favorable forum for disputes with us or our directors, officers or employees.

Our Certificate of

Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against current

or former directors, officers or other employees for breach of fiduciary duty, other similar actions, any other action as to which

the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware and any action or proceeding concerning the validity

of our Certificate of Incorporation or our Bylaws may be brought only in the Court of Chancery in the State of Delaware (or, if

and only if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction thereof, any state court

located in the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district

court for the District of Delaware), unless we consent in writing to the selection of an alternative forum.

This provision would

not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal

courts have exclusive jurisdiction.

Our Certificate of Incorporation also provides that, unless we consent in writing to the selection

of an alternative forum, the federal district courts of the U.S.

shall be the exclusive forum for the resolution of any complaint

asserting a cause of action arising under the Securities Act.

This provision may limit our stockholder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with us and our directors, officers or other employees and may

have the effect of discouraging lawsuits against our directors, officers and other employees.

Furthermore, our stockholders may

be subject to increased costs to bring these claims, and the exclusive forum provision could have the effect of discouraging claims

or limiting investors’

ability to bring claims in a judicial forum that they find favorable.

In addition, the

enforceability of similar exclusive forum provisions in other companies’

certificates of incorporation has been challenged

in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court

could rule that this provision in our Certificate of Incorporation is inapplicable or unenforceable.

In March 2020, the Delaware

Supreme Court issued a decision in Salzburg et al.

Sciabacucchi, which found that an exclusive forum provision providing for

claims under the Securities Act to be brought in federal court is facially valid under Delaware law.

We intend to enforce this

provision, but we do not know whether courts in other jurisdictions will agree with this decision or enforce it.

If a court were

to find the exclusive forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an

action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,

prospects, financial condition and operating results.

A significant portion of our total

outstanding shares of our common stock are restricted from immediate resale but may be sold into the market in the near future.

This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial

number of shares of our common stock in the public market could occur at any time.

These sales, or the perception in the market

that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

As of December

31, 2020, 67.1% of our common stock was subject to transfer restrictions pursuant to the terms of a letter agreement entered into

at the time of the IPO, and may not be transferred until the earlier to occur of (a) one year after the closing or (b) the

date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding

the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing

at least 150 days after the closing, such restricted shares will be released from these transfer restrictions.

Upon expiration

of the transfer restrictions, the holders will be eligible to sell their shares into the market.

We may issue additional

shares of common stock or preferred stock, including under our equity incentive plan.

Any such issuances would dilute the interest

of our stockholders and likely present other risks.

We may issue a substantial

number of additional shares of common or preferred stock, including under our equity incentive plan.

Any such issuances of additional

shares of common or preferred stock:

significantly dilute the equity interests of our investors;

subordinate the rights of holders of common stock if preferred stock is issued with rights

senior to those afforded our common stock;

cause a change in control if a substantial number of shares of our common stock are 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 common stock.

General Risks

We have been, and may in the future

be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult

to predict, which may significantly harm our business, prospects, financial condition and operating results.

There has been a widespread

worldwide impact from the COVID-19 pandemic, and we have been, and may in the future be, adversely affected as a result.

government regulations and public advisories, as well as shifting social behaviors, have temporarily limited or closed non-essential transportation,

government functions, business activities and person-to-person interactions, and the duration of such trends is difficult

Reduced operations and production line shutdowns at commercial vehicle OEMs due to COVID-19, limitations on travel

by our personnel and personnel of our customers and increased demand for commercial trucks within our customers’

fleets caused

some customers to delay the planned installation of our Hybrid system on their trucks past the second quarter of 2020, and future

delays or shutdowns of commercial vehicle OEMs or our suppliers could impact our ability to meet customer orders.

We also instituted

certain temporary cost reduction measures such as reducing or deferring discretionary spending.

The specific timing

and pace of our resumption of normal operations will depend on the status of various government regulations and the readiness of

our suppliers, vendors and workforce.

Although we are working to resume meetings with potential customers, we ultimately remain

uncertain how we may be impacted should COVID-19 concerns increase in the future.

Moreover, travel restrictions and social

distancing efforts in response to the COVID-19 pandemic may negatively impact the commercial trucking industry, such as reduced

consumer demand for products carried by the commercial trucking industry, for an unknown, but potentially lengthy, period of time.

Our operations and

timelines may also be affected by global economic markets and levels of consumer comfort and spend, which could impact demand in

the worldwide transportation industries.

Because the impact of current conditions on an ongoing basis is yet largely unknown, is

rapidly evolving and has been varied across geographic regions, this ongoing assessment will be particularly critical to allow

us to accurately project demand and infrastructure requirements globally and deploy our workforce and other resources accordingly.

If current global market conditions continue or worsen, or if we cannot or do not resume reduced operations at a rate commensurate

with such conditions or resume full operational capacity and are later required to or choose to reduce such operations again, our

business, prospects, financial condition and operating results could be materially harmed.

We will incur increased costs as

a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

As a result of operating

as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company,

and these expenses may increase even more after we are no longer an emerging growth company, as defined in Section 2(a) of

the Securities Act.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act,

the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and

Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.

Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make

some activities more time-consuming and costly.

The increased costs will increase our net loss.

For example, we expect these

rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and

we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage.

We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of

directors, our board committees or as executive officers.

The JOBS Act permits “emerging

growth companies”

like us to take advantage of certain exemptions from various reporting requirements applicable to other

public companies that are not emerging growth companies.

We qualify as an “emerging

growth company”

as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”).

As such, we take advantage of certain exemptions from various reporting requirements

applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor

attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley

Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

As a result, our stockholders

may not have access to certain information they deem important.

We will remain an emerging growth company until the earliest of

(a) the last day of the fiscal year (i) following March 4, 2024, the fifth anniversary of our IPO, (ii) in which

we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time)

or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock

that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (b) the

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

In addition, Section 107

of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised

accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company.

emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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 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.

We cannot predict

if investors will find our common stock less attractive because we will rely on these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and the price of our common stock

may be more volatile.

We are or may be subject to risks

associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities,

or form strategic relationships, in the future.

We have entered into

strategic alliances and may in the future enter into additional strategic alliances or joint ventures or minority equity investments,

in each case with various third parties for the production of our electrified powertrain solutions as well as with other collaborators

with capabilities on data and analytics, engineering, installation channels, refueling stations and hydrogen fuel cells.

alliances subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by

the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect

our business.

We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these

strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also

suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

Strategic business

relationships will be an important factor in the growth and success of our business.

However, there are no assurances that we will

be able to continue to identify or secure suitable business relationship opportunities in the future or our competitors may capitalize

on such opportunities before we do.

Moreover, identifying such opportunities could require substantial management time and resources,

and negotiating and financing relationships involves significant costs and uncertainties.

If we are unable to successfully source

and execute on strategic relationship opportunities in the future, our overall growth could be impaired, and our business, prospects,

financial condition and operating results could be materially adversely affected.

When appropriate opportunities

arise, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business.

In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions

and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business

strategy if we fail to do so.

Furthermore, acquisitions and the subsequent integration of new assets and businesses into our own

require significant attention from our management and could result in a diversion of resources from our existing business, which

in turn could have an adverse effect on our operations.

Acquired assets or businesses may not generate the financial results we

Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities,

the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential

unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating acquisitions may be significant.

Our employees

and independent contractors may engage in misconduct or other improper activities, including noncompliance with regulatory standards

and requirements, which could have an adverse effect on our business, prospects, financial condition and operating results.

We are exposed to

the risk that our employees and independent contractors may engage in misconduct or other illegal activity.

Misconduct by these

parties could include intentional, reckless or negligent conduct or other activities that violate laws and regulations, including

production standards, U.S.

federal and state fraud, abuse, data privacy and security laws, other similar non-U.S.

that require the true, complete and accurate reporting of financial information or data.

It is not always possible to identify

and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may

not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations

or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations.

In addition, we are subject

to the risk that a person or government could allege such fraud or other misconduct, even if none occurred.

If any such actions

are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have

a significant impact on our business, prospects, financial condition and operating results, including, without limitation,

the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, integrity oversight

and reporting obligations to resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, reputational

harm, diminished profits and future earnings and curtailment of our operations, any of which could adversely affect our business,

prospects, financial condition and operating results.

Work stoppages or similar difficulties

could significantly disrupt our operations.

A work stoppage, including

due to the COVID-19 pandemic, at the production facilities of one or more of our or our outsourcing partners’, suppliers

and commercial vehicle OEMs could have a material adverse effect on our business.

In addition, if a significant customer were to

experience a work stoppage, that customer could halt or limit purchases of our products, which could result in shutting down the

related production facilities.

Also, a significant disruption in the supply of a key component due to a work stoppage at one of

our suppliers could result in shutting down production facilities, which could have a material adverse effect on our business.

Our business and operations could

be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur

significant expense, hinder execution of business and growth strategy and impact the price of our common stock.

Shareholder activism,

which could take many forms or arise in a variety of situations, has been increasing recently.

Volatility in the price of our

common stock or other reasons may in the future cause us to become the target of securities litigation or shareholder activism.

Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert

management’s and our Board’s attention and resources from our business.

Additionally, such securities litigation and

shareholder activism could give rise to perceived uncertainties as to our future, adversely affect its relationships with service

providers and make it more difficult to attract and retain qualified personnel.

Also, we may be required to incur significant

legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, the price of our

common stock and could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties

of any securities litigation and shareholder activism.

If securities or industry analysts

do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations

regarding our common stock adversely, the price and trading volume of our common stock could decline.

The trading market

for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us,

our business, our market or our competitors.

If any of the analysts who may cover us change their recommendation regarding our

stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would

likely decline.

If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could

lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

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