Item 1A. Risk Factors
ITEM 1A. RISK FACTORS.
The outbreak of
the coronavirus (“COVID-19”) has negatively impacted and could continue to negatively impact the global economy. In
addition, the COVID-19 pandemic could disrupt or otherwise negatively impact global credit markets, our operations and our efforts
to identify, review and explore alternatives for the Company, including a merger, acquisition, or a business combination.
The significant outbreak
of COVID-19 has resulted in a widespread health crisis, which has negatively impacted and could continue to negatively impact the
global economy. In addition, the global and regional impact of the outbreak, including official or unofficial quarantines and governmental
restrictions on activities taken in response to such event, could have a negative impact on our operations and our ability to identify,
review and explore alternatives for the Company. More broadly, the outbreak could potentially reduce the value of the AESE Shares
that we own and impact the shares of the Company that we may be required to issue to Sellers under the S-FDF Asset Purchase Agreement.
The COVID-19 outbreak
could disrupt or otherwise negatively impact credit and equity markets, which could adversely affect the availability and cost
of capital. Such impacts could limit our ability to obtain additional funding through various financing transactions or arrangements,
including equity or debt financing or other means.
A pandemic typically
results in social distancing, travel bans and quarantines, and this may limit access to our management, support staff, professional
advisors and our independent auditors. These factors, in turn, may not only impact our operations, financial condition and our
overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing
obligations with the Securities and Exchange Commission. In addition, it could impact the ability to complete construction and
commence operations of the S-FDF business following the anticipated closing.
The extent and potential
short and long term impact of the COVID-19 outbreak on our business will depend on future developments, including the duration,
severity and spread of the virus, actions that may be taken by governmental authorities and the impact on the financial markets,
all of which are highly uncertain and cannot be predicted. These and other potential impacts of an epidemic, pandemic or other
health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results
of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
28
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.