Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.





Overview

We are a blank check company formed under the laws of the State of Delaware on September 19, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of our initial public offering and the sale of the placement units, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a business combination:





  ? may significantly dilute the equity interest of investors in our initial
    public offering, which dilution would increase if the anti-dilution provisions
    in the Class B common stock resulted in the issuance of Class A shares on a
    greater than one-to-one basis upon conversion of the Class B common stock;

  ? may subordinate the rights of holders of our common stock if preferred stock
    is issued with rights senior to those afforded our common stock;

  ? could cause a change in control if a substantial number of shares of our
    common stock is issued, which may affect, among other things, our ability to
    use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;

  ? may have the effect of delaying or preventing a change of control of us by
    diluting the stock ownership or voting rights of a person seeking to obtain
    control of us; and

  ? may adversely affect prevailing market prices for our Class A common stock
    and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:





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

  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt security is payable on demand;

  ? our inability to obtain necessary additional financing if the debt security
    contains covenants restricting our ability to obtain such financing while the
    debt security is outstanding;

  ? our inability to pay dividends on our common stock;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our common
    stock if declared, our ability to pay expenses, make capital expenditures and
    acquisitions, and fund other general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation;

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, and execution of our
    strategy; and

  ? other purposes and other disadvantages compared to our competitors who have
    less debt.


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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 19, 2019 (inception) through December 31, 2019 were organizational activities, those necessary to prepare for our initial public offering, described below, and, after our initial public offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from September 19, 2019 (inception) through December 31, 2019, we had net income of $22,272, which consists of interest income on marketable securities held in the trust account of $137,528, offset by unrealized loss on marketable securities held in our trust account of $12,966, formation and operating costs of $96,257, and a provision for income taxes of $6,033.

Liquidity and Capital Resources

On December 17, 2019, we consummated our initial public offering of 25,000,000 Units at a price of $10.00 per unit, which includes the partial exercise by the underwriters of the over-allotment option to purchase an additional 3,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 700,000 placement units to the sponsor at a price of $10.00 per unit, generating gross proceeds of $7,000,000.

Following our initial public offering the partial exercise of the over-allotment option and the sale of the placement units, a total of $250,000,000 was placed in the trust account. We incurred $14,354,733 in transaction costs, including $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $604,733 of other costs.

As of December 31, 2019, we had marketable securities held in the trust account of $250,124,562 (including approximately $125,000 of interest income, net of unrealized losses) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2019, we did not withdraw any interest earned on the trust account.

For the period from September 19, 2019 (inception) through December 31, 2019, cash used in operating activities was $271,256. Net income of $22,272 was affected by interest earned on marketable securities held in the trust account of $137,528 and an unrealized loss on marketable securities held in our trust account of $12,966. Changes in operating assets and liabilities used $168,966 of cash for operating activities.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2019, we had cash of $1,149,011. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the placement units, at a price of $10.00 per unit at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such our initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. 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 addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.





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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2019.





Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support services to the Company. We began incurring these fees on December 13, 2019 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and the Company's liquidation.

The underwriters are entitled to a deferred fee of $0.35 per unit of the gross proceeds from the units sold in our initial business combination, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete our initial business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to possible redemption

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of our balance sheet.





Net loss per common share

We apply the two-class method in calculating earnings per share. Common stock subject to possible redemption which is not currently redeemable and is not redeemable at fair value, has been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the trust account and not our income or losses.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

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