UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










Form
10-K










☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from to



Commission
file number: 001-39129












JUNIPER
INDUSTRIAL HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)














|Delaware                                                                                         |  | 84-2818047                                     
|------------------------------------------------------------------------------------------------ |  | -----------------------------------------------
|(State
    or other jurisdiction of
    incorporation or organization)                           |  | (I.R.S.
    Employer
    Identification Number)
|                                                                                                 |  |                                                
|14
                                         Fairmount Avenue
        Chatham,
        New Jersey |  | 07928                                          
|(Address
    of principal executive offices)                                                     |  | (Zip
    Code)                                 



(973)
507-0359(Registrant’s telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
        of Each Class:                                                                                                                        |  | Trading
                                         Symbol(s) |  | Name
                                         of Each Exchange on Which Registered:
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Units,
    each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant                          |  | JIH.U                                                      |  | The
    New York Stock Exchange                                                    
|Shares
    of Class A common stock included as part of the units                                                                                    |  | JIH                                                        |  | The
    New York Stock Exchange                                                    
|Warrants
    included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of
    $11.50 |  | JIH
    WS                                                 |  | The
    New York Stock Exchange                                                    



Securities
registered pursuant to Section 12(g) of the Act: None










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐    No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐    No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒    No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. ☒



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer ☐ | Accelerated
    filer ☐        
| | ----------------------------- | -------------------------------
| | Non-accelerated
    filer ☒   | Smaller
    reporting company ☒
| |                               | Emerging
    growth company ☒  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☒    No ☐



As
of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s
securities were not publicly traded. The registrant’s units began trading on the New York Stock Exchange (“NYSE”)
on November 8, 2019 and the registrant’s shares of Class A common stock, par value $0.0001 (the “Class A Common Stock”)
and warrants began trading on the NYSE on December 20, 2019. The aggregate market value of the common stock outstanding, other
than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for
the common stock on December 30, 2019, as reported on the NYSE, was $338,100,000.



As
of December 31, 2019, 34,500,000 shares of Class A Common Stock (which includes shares of Class A Common Stock that are underlying
the Company’s Units), par value $0.0001, and 8,625,000 shares of Class B common stock, par value $0.0001 (the “Class
B Common Stock”), were issued and outstanding.


















JUNIPER
INDUSTRIAL HOLDINGS, INC.



Form
10-K



For
the Year Ended December 31, 2019



TABLE
OF CONTENTS





|                                                     | PAGE                                                                                                         
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                              
|CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iii                                                                                                          
|                                                     |                                                                                                              
|PART I                                               | 1                                                                                                            
|                                                     |                                                                                                              
|Item 1.                                              | Business                                                                                                     
|                                                     |                                                                                                              
|Item 1A.                                             | Risk Factors                                                                                                 
|                                                     |                                                                                                              
|Item 1B.                                             | Unresolved Staff Comments                                                                                    
|                                                     |                                                                                                              
|Item 2.                                              | Properties                                                                                                   
|                                                     |                                                                                                              
|Item 3.                                              | Legal Proceedings                                                                                            
|                                                     |                                                                                                              
|Item 4.                                              | Mine Safety Disclosures                                                                                      
|                                                     |                                                                                                              
|PART II                                              | 45                                                                                                           
|                                                     |                                                                                                              
|Item 5.                                              | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|                                                     |                                                                                                              
|Item 6.                                              | Selected Financial Data                                                                                      
|                                                     |                                                                                                              
|Item 7.                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        
|                                                     |                                                                                                              
|Item 7A.                                             | Quantitative and Qualitative Disclosures about Market Risk                                                   
|                                                     |                                                                                                              
|Item 8.                                              | Financial Statements and Supplementary Data                                                                  
|                                                     |                                                                                                              
|Item 9.                                              | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                        
|                                                     |                                                                                                              
|Item 9A.                                             | Controls and Procedures.                                                                                     
|                                                     |                                                                                                              
|Item 9B.                                             | Other Information                                                                                            
|                                                     |                                                                                                              
|PART III                                             | 52                                                                                                           
|                                                     |                                                                                                              
|Item 10.                                             | Directors, Executive Officers and Corporate Governance                                                       
|                                                     |                                                                                                              
|Item 11.                                             | Executive Compensation                                                                                       
|                                                     |                                                                                                              
|Item 12.                                             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               
|                                                     |                                                                                                              
|Item 13.                                             | Certain Relationships and Related Transactions, and Director Independence                                    
|                                                     |                                                                                                              
|Item 14.                                             | Principal Accountant Fees and Services.                                                                      
|                                                     |                                                                                                              
|PART IV                                              | 64                                                                                                           
|                                                     |                                                                                                              
|Item
15.                                             | Exhibits, Financial Statement Schedules                                                                      
|                                                     |                                                                                                              
|Item 16.                                             | Form 10-K Summary                                                                                            



i







CERTAIN
TERMS



Unless
otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:



| | ● | “we,”
“us,” “company” or “our company” are to Juniper Industrial Holdings, Inc.;
| | - | --------------------------------------------------------------------------------



| | ● | “public
shares” are to shares of our Class A Common Stock sold as part of the units in our initial public offering (whether they
were purchased in our initial public offering or thereafter in the open market);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | “public
stockholders” are to the holders of our public shares, including, without limitation, our initial stockholders and members
of our management team to the extent our initial stockholders and/or members of our management team have purchased public shares,
provided that each initial stockholder’s and member of our management team’s status as a “public stockholder”
shall only exist with respect to such public shares;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | “management”
or our “management team” are to our executive officers and directors;
| | - | ----------------------------------------------------------------------------------



| | ● | “sponsor”
are to Juniper Industrial Sponsor, LLC, a Delaware limited liability company, which is owned and controlled by Roger Fradin, our
Chairman, and certain other investors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | “initial
stockholders” are to holders of our founder shares prior to our initial public offering.
| | - | -------------------------------------------------------------------------------------------------



| | ● | “common
stock” are to our Class A Common Stock and our Class B Common Stock, collectively;
| | - | ------------------------------------------------------------------------------------------



| | ● | “founder
shares” are to shares of our Class B Common Stock, 8,625,000 of which are currently outstanding and have been issued to
our initial stockholders prior to our initial public offering and the shares of our Class A Common Stock issued upon the conversion
thereof; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | “private
placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of
our initial public offering.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



ii







CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS



This
Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology,
including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
“plans,” “may,” “might,” “will,” “could,” “possible,”
“potential,” “projects,” “predicts,” “continue,” “would” or “should,”
or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results
will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our
ability to consummate any acquisition or other business combination and any other statements that are not statements of current
or historical facts. These statements are based on management’s current expectations, but actual results may differ materially
due to various factors, including, but not limited to:



| | ● | our
ability to select an appropriate target business or businesses;
| | - | -------------------------------------------------------------------



| | ● | our
ability to complete our initial business combination;
| | - | ---------------------------------------------------------



| | ● | our
expectations around the performance of the prospective target business or businesses;
| | - | -----------------------------------------------------------------------------------------



| | ● | our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business
or in approving our initial business combination, as a result of which they would then receive expense reimbursements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | our
potential ability to obtain additional financing to complete our initial business combination;
| | - | --------------------------------------------------------------------------------------------------



| | ● | our
pool of prospective target businesses;
| | - | ------------------------------------------



| | ● | the
ability of our officers and directors to generate a number of potential acquisition opportunities;
| | - | ------------------------------------------------------------------------------------------------------



| | ● | our
public securities’ potential liquidity and trading;
| | - | -------------------------------------------------------



| | ● | failure
to maintain the listing on, or the delisting of our securities from, NASDAQ or an inability to have our securities listed on NASDAQ
or another national securities exchange following our initial business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
lack of a market for our securities;
| | - | ----------------------------------------



| | ● | the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | ● | the
trust account not being subject to claims of third parties; or
| | - | ------------------------------------------------------------------



| | ● | our
financial performance.
| | - | --------------------------



The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.



By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance
and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate
may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition,
even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are
consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of
results or developments in subsequent periods.



iii







PART
I



| | Item
                                         1. | Business
| | ------------------------------------------------ | --------



Our
Company



We
are a newly organized blank check company incorporated as a Delaware corporation on August 12, 2019 and formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses, which we refer to throughout this Report as our initial business combination.



While
we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our
search within the industrial sector, where we believe our management team has a competitive advantage due to their prior experiences
and roles. We intend to focus our search efforts on North American-based targets with an aggregate enterprise value of $1 billion
to $2 billion.



We
believe our management team is well positioned to identify attractive businesses within the industrials sector that would benefit
from access to the public markets and the skills of our management team. Our objective is to consummate our initial business combination
and enhance shareholder value by helping to identify and recruit effective management, enhance existing business models and strategic
planning, identify and complete follow-on acquisitions, implement operational improvements, and expand product offerings and geographic
footprint. We expect to utilize our management team’s experience and network to achieve their objectives. We intend to focus
on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth
and profitability.



We
believe our management team has substantive experience across many different types of businesses, and a proven track record of
working together for 16 years to acquire and operate product, solution, and service-oriented businesses across the commercial,
industrial, and residential end markets. We believe their robust skillsets and deep industry experience will allow them to apply
their expertise and create shareholder value across a wide range of potential target companies.



Roger
Fradin serves as our Chairman. Mr. Fradin has over 40 years of experience acquiring, building, and leading a diverse set of industrial
businesses. Mr. Fradin began his career at Pittway Corporation where he held a variety of roles of increasing responsibility,
including President and Chief Executive Officer of the Security and Fire Solutions segment, and helped lead an entrepreneurial
team which transformed Pittway into a $2 billion world leader in electronic security and fire systems. In 2000, Pittway was acquired
by Honeywell International Inc. (NYSE: HON), or Honeywell. Shortly thereafter, Mr. Fradin assumed the role of President and Chief
Executive Officer of Honeywell Automation and Control Solutions, or ACS. In this role, Mr. Fradin transformed ACS from a business
with $7 billion in sales in 2003 focused predominantly on the U.S. market to a $17 billion in sales (as of 2014) global business
leader in the development and manufacture of environmental controls, life safety products, and building and process solutions.
From 2000 to 2017, Mr. Fradin oversaw, directed, and integrated the acquisition of over 60 companies at Honeywell, aggregating
billions of dollars in deal value. Mr. Fradin’s strategy and execution for ACS helped deliver more than $85 billion of value
to Honeywell’s shareholders. During his tenure at Honeywell, Mr. Fradin also served as Vice Chairman of Honeywell where
he was responsible for acquisition strategy for all of Honeywell. After retiring from Honeywell, Mr. Fradin was named Chairman
of Resideo Technologies, Inc. (NYSE: REZI), or Resideo, a leading provider of home comfort and security solutions. At Resideo,
Mr. Fradin recruited the Chief Executive Officer, senior management team, and Board of Directors as well as installed all public
company board processes and procedures. In addition to Resideo, Mr. Fradin currently sits on the boards of L3Harris Technologies
Inc. (NYSE: LHX), MSC Industrial Direct Co., Inc. (NYSE: MSM), or MSC, Pitney Bowes, Inc. (NYSE: PBI), GS Acquisition Holdings
Corp. (NYSE: GSAH), and several of The Carlyle Group’s, or Carlyle, portfolio companies in his capacity as a Carlyle Operating
Executive.



Brian
Cook serves as our Chief Executive Officer, Chief Financial Officer and Director. Mr. Cook has over 20 years of experience within
mergers and acquisitions, business development, and strategic planning across a wide range of industries. Mr. Cook began his career
at PricewaterhouseCoopers, or PwC, where he was responsible for providing business and financial due diligence and transaction
structuring services to financial sponsor and corporate clients on a global basis. While at PwC, Mr. Cook’s transaction
experience included Viacom’s acquisition of CBS, Ingersoll-Rand’s disposal of Ingersoll-Dresser Pump and Ford Motor
Company’s acquisition of the Volvo Car Corporation. Following his tenure at PwC, Mr. Cook served as the Vice President of
Corporate Development and subsequently Global Head of M&A at Honeywell, in which he oversaw a global team of approximately
25 people. Over the course of his 17 years at Honeywell, Mr. Cook aided or led the execution of over 60 buy- and sell-side transactions,
most of which were attributable to the ACS segment in which he partnered directly with Mr. Fradin. These transactions included
the acquisitions of Novar plc, Norcross Safety Products and Intelligrated, among others. During 2018, Mr. Cook led the execution
of the tax-free spinoffs of Honeywell’s Home Automation (Resideo) and Turbochargers (Garrett Motion) businesses. Mr. Cook’s
transaction experience includes public and private transactions across a variety of end markets and product categories.





1







Mitchell
Jacobson serves as a member of our Board of Directors. Mr. Jacobson began his career in 1976 at MSC, a premier distributor of
Metalworking and Maintenance, Repair and Operations (“MRO”) products and services to industrial customers throughout
North America. In 1995, Mr. Jacobson was appointed President and Chief Executive Officer and served as President until 2003 and
Chief Executive Officer until 2005. Mr. Jacobson became Chairman of the Board of MSC in 1998 and transitioned to Non-Executive
Chairman in 2013, where he continues to serve today and remains active in ongoing growth initiatives. Mr. Jacobson has served
as Director of Ambrosia Holdings, L.P. (the holding company of TriMark USA, the country’s largest provider of equipment,
supplies, and design services to the foodservices industry) since 2017 and previously served as a member of the Board of Directors
at HD Supply Holdings, Inc. (NASDAQ: HDS) from 2007 to 2013.



Mark
Levy serves as a member of our Board of Directors. Mr. Levy has over 20 years of experience within the industrials sector. Mr.
Levy has deep expertise in building businesses, developing customer relationships, and executing lean manufacturing. From 2000
to 2014, Mr. Levy served as President and Chief Executive Officer of Honeywell Life Safety where he led the transformation of
the business into a global leader in commercial fire alarm systems, gas detection, and industrial-grade personal protection equipment.
During his tenure at Honeywell Life Safety, in which he worked very closely with Messrs. Fradin and Cook, Mr. Levy executed over
10 acquisitions, a crucial factor to the segment’s growth. Mr. Levy currently serves as member of the Board of Directors
at Quexco, Inc, Eco-Bat Technologies, and Sciens Building Solutions. Mr. Levy also currently serves as Co-Chairman of the Board
of Directors at Potter Electric Signal Co.



With
respect to the above, past performance of our management team, Juniper Industrial Holdings, Inc. and its affiliates is not a guarantee
of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify
and execute a transaction. You should not rely on the historical record of management or Juniper and its affiliates as indicative
of future performance. Our management has limited experience in operating blank check companies or special purpose acquisition
companies. For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers
and the company, please refer to “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”



Competitive
Strengths



We
will seek to capitalize on the significant experience and network of Roger Fradin, our Chairman, and Brian Cook, our Chief Executive
Officer, Chief Financial Officer and Director, as well as the other members of our Board of Directors in consummating an initial
business combination. Our competitive strengths and factors that we believe will contribute to our ability to execute a transaction
include the following:



| | ● | Leading
                                         Operating Executives: Mr. Fradin has over
                                         40 years of experience in operating industrial companies. Mr. Fradin served 17 years
                                         as a top executive at Honeywell, a Fortune 100 industrial technology company that delivers
                                         industry-specific solutions including aerospace products and services, control technologies
                                         for buildings and industry, and performance materials globally. Mr. Fradin has a highly
                                         successful track record of recruiting and building leadership teams, growing companies
                                         at above market rates, improving business operations, expanding margins, maximizing cash
                                         flow, and generating robust return on capital. Mr. Fradin was instrumental in co-creating
                                         the signature Honeywell Operating System, an integrated program built on Six Sigma principals
                                         to drive sustainable safety, quality, delivery, cost, and inventory improvement among
                                         Honeywell businesses. During Mr. Fradin’s time at Honeywell, he expanded the business
                                         into new markets, drove global expansion, built first-rate leadership teams and executed
                                         strategic M&A to enhance shareholder value. We believe Mr. Fradin’s notable
                                         expertise within the industrials sector will allow him and his team to evaluate and prioritize
                                         potential opportunities relevant to his background and execute an efficient and successful
                                         business combination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





2







| |  | Mr. Cook,
through his time as Vice President of Corporate Development and Global Head of M&A at Honeywell, led acquisitions across many
different industries within the broader industrial sector which include fire and security, gas detection, safety products, building
and HVAC controls, building services, home automation, low voltage products and distribution, sensing and control products, data
capture technologies, warehouse automation, supply chain software, process automation, automotive products, field instruments,
and metering. Mr. Cook has extensive experience in acquiring private equity-owned businesses, family-owned and operated companies,
and public companies. Mr. Cook maintains a vast global network of relationships with investment banks, private equity firms, professional
advisors and senior industrial executives. During his time as Honeywell’s Global Head of M&A, Mr. Cook oversaw the identification
and development of the company-wide acquisition pipeline, including potential adjacent market opportunities in connection with
the overall strategic planning process. While at Honeywell, Mr. Cook was highly instrumental in the evaluation and recommendation
to proceed with new platform investments in the warehouse automation, smart meter, gas detection, personal protective equipment,
and data capture segments. Mr. Cook was also highly instrumental in the reengineering of Honeywell’s global acquisition
processes during 2002. Through his roles at both PwC and Honeywell, Mr. Cook has extensive experience overseeing large due diligence
teams, valuation of target companies, and the negotiation of definitive acquisition agreements. Mr. Cook’s professional
focus will be on Juniper and executing a successful transaction.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Deep
                                         Deal Execution Experience: Messrs. Fradin
                                         and Cook are both highly experienced in mergers and acquisitions across a wide variety
                                         of industrial sectors. They have successfully identified, executed and integrated highly
                                         synergistic transactions within a variety of product categories including, but not limited
                                         to, fire and security, gas detection, safety products, building and HVAC controls, building
                                         services, home automation, low voltage products and distribution, sensing and control
                                         products, data capture technologies, warehouse automation, supply chain software, process
                                         automation, automotive products, field instrumentation and metering. During their tenure
                                         at Honeywell, Messrs. Fradin and Cook were responsible for consummating over 60 discrete
                                         acquisitions at attractive net multiples that contributed billions in revenue and represented
                                         over $20 billion of capital deployed. Messrs. Fradin and Cook were instrumental in the
                                         creation of several new verticals within Honeywell including Scanning & Mobility
                                         Technology, Life Safety/Gas Detection, and Warehouse Automation. Today, these are each
                                         leaders in their respective industries.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Highly
                                         Leverageable Network: We intend to source
                                         initial business combination opportunities through our management team’s extensive
                                         network of industrial sector business owners, public and private company executives and
                                         board members, investment bankers, private equity and debt investors, high net worth
                                         families and their advisors, commercial bankers, attorneys, management consultants, accountants
                                         and other transaction intermediaries. We believe this approach, as well as Messrs. Fradin
                                         and Cook’s recognized track record of completing acquisitions across a variety
                                         of categories within the broader industrials sector, will provide meaningful opportunities
                                         to drive value creation for our shareholders. Additionally, Mr. Fradin holds the highest
                                         level of security clearance approved by the U.S. government, which broadens the scope
                                         of potential acquisition targets, especially in regard to companies that perform government,
                                         defense, and/or classified work.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Our
                                         Board of Directors: Our directors have experience
                                         with acquisitions, divestitures and corporate strategy and implementation, as well as
                                         the public markets, which we believe will significantly benefit us as we evaluate potential
                                         initial business combination candidates as well as, to the extent they remain on our
                                         board of directors, following the completion of our initial business combination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Business
Combination Criteria



Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. Our comprehensive due diligence review will include, among other things, management and employee
meetings, review of financial information, facility inspection, and an extensive review of all other material target company information.
We intend to use these criteria as guidelines in evaluating potential acquisition opportunities, but an acquisition may be executed
even if it does not meet our guidelines.



| | ● | Focus
                                         on companies within the industrials sector such as those within aerospace and defense,
                                         automation, building products and construction, business services, capital goods, distribution,
                                         industrial services, industrial technology, packaging, safety and security, and supply
                                         chain/logistics, among others. We will seek businesses that are currently North American-centric
                                         with unrealized potential for global expansion. Additionally, we believe our management
                                         team’s deep industry experience and vast network will allow us to identify undervalued
                                         assets where we can accelerate operational improvements, organic revenue growth, and
                                         potential acquisition opportunities to drive shareholder value.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Identify
                                         market leaders within their particular industries that also have distinguished technologies
                                         or proprietary processes that differentiate them from their competitors. Our management
                                         team has a track record of identifying market leading technologies across the industrials
                                         spectrum and an affinity for businesses with strong brands, mission-critical offerings,
                                         and often times an electronic or software foundation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Seek
                                         opportunities with an attractive financial profile that can be enhanced with the targeted
                                         expertise of our management team. While this may include businesses with sound histories
                                         of growth and profitability, we may also target underperforming businesses that we believe
                                         will benefit from new ownership and the implementation of enhanced operating efficiencies.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







| | ● | Seek
                                         “channel-based” businesses with end-user connections (i.e., businesses that
                                         sell through a dealer/installer network of end-users). Our management team has deep experience
                                         with this go-to-market approach.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Target
                                         platforms that can be expanded through bolt-on M&A and/or through targeted capital
                                         deployment, such as those within fragmented markets.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Focus
                                         on businesses that offer a degree of market strength or competitive advantages through
                                         regulation, strong brands, channel access, and/or superior technology.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Seek
                                         target businesses that have a strong leadership team that may benefit from the additional
                                         industry expertise of our management team.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our
management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation
materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the “SEC”).



Our
Acquisition Process



In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial
and other information that will be made available to us. We will also utilize our operational and capital allocation experience.



We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor,
officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking
firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial
business combination is fair to our company from a financial point of view.



Members
of our management team will directly or indirectly own founder shares and/or private placement warrants and, accordingly, may
have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to
evaluating a particular business combination if the retention or resignation of any such officers and directors was included by
a target business as a condition to any agreement with respect to our initial business combination.



Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.
Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an
entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or
contractual obligations of our officers or directors will materially affect our ability to complete our business combination.
Our amended and restated certificate of incorporation will provide 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.



Our
executive officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts
of interest in allocating management time among various business activities, including in connection with Mr. Fradin’s service
as a director of GS Acquisition Holdings Corp., a special purpose acquisition company that intends to pursue a business combination
in the industrial sector and has already raised funds in its initial public offering. However, Mr. Fradin and Mr. Cook have agreed
not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with
a class of securities registered under the Exchange Act, as amended, or the Exchange Act, until we have entered into a definitive
agreement regarding our initial business combination or we have failed to complete our initial business combination within 24
months after the closing of our initial public offering, or November 13, 2021 (the “Combination Period”).





4







Significant
Activities Since Inception



On
November 13, 2019, we consummated our initial public offering of 34,500,000 units (“Units”), including Units issued
pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit
consists of one share of Class A Common Stock, $0.0001 par value per share, and one-half of one redeemable warrant, to purchase
one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses). Simultaneously
with the consummation of our initial public offering and the sale of the Units, we consummated the private placement of 10,150,000
warrants at a price of $1.00 per private placement warrant, issued to our sponsor, generating total proceeds of $10,150,000.



Approximately
an aggregate of $345 million of the net proceeds from the initial public offering (including the over-allotment) and certain of
the proceeds of the private placements with our sponsor were deposited in a trust account established for the benefit of our public
stockholders.



Our
Units began trading on November 8, 2019 on the NYSE under the symbol “JIH.U”. Commencing on December 20, 2019, the
securities comprising the Units began separate trading. The Units, common stock, and warrants are trading on the NYSE under the
symbols “JIH.U,” “JIH” and “JIH WS,” respectively.



Initial
Business Combination



Our
initial business combination must occur with one or more target businesses that together have an aggregate fair market value of
at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the
income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction
of such criteria.



We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests
or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other
reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment
Company Act. Even if the post-transaction company owns or acquires 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-transaction 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% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of
our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of
a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves
more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses
and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking
stockholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial
business combination without the prior consent of our sponsor. Roger Fradin, who controls both us and our sponsor, is also a member
of the board of directors of GS Acquisition Holdings Corp., a special purpose acquisition company that intends to pursue a business
combination in the industrial sector and has already raised funds in its initial public offering. Mr. Fradin’s roles at
both GS Acquisition Holdings Corp. and as our Chairman led Mr. Fradin to enter into an agreement with an affiliate of GS Acquisition
Holdings Corp. pursuant to which Mr. Fradin has agreed, prior to the earlier of GS Acquisition Holdings Corp. entering into a
definitive agreement regarding its initial business combination or June 12, 2020 (the deadline by which GS Acquisition Holdings
Corp. must enter into an initial business combination), not to pursue, and therefore will not permit our sponsor to consent to,
our entry into a definitive agreement regarding an initial business combination with an entity that has an enterprise value of
greater than $3 billion.





5







Our
Management Team



Members
of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much
of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
that any member of our management team will devote in any time period will vary based on whether a target business has been selected
for our initial business combination and the current stage of the business combination process.



We
believe our management team’s operating and transaction experience and network of relationships with investment banks, private
equity firms, professional advisors and senior industrial executives will provide us with a substantial number of potential business
combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts
and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring
and financing businesses, our management team’s relationships with sellers, financing sources and target management teams.
Our management team is also highly experienced in executing transactions under varying economic and financial market conditions.



Status
as a Public Company



We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,
we offer a target business an alternative to the traditional initial public offering through a merger or other business combination.
In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of
our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs
of the sellers. Although there are various costs and obligations associated with being a public company, we believe certain target
businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial
public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public
reporting efforts that may not be present to the same extent in connection with a business combination with us.



Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe
the target business would then have greater access to capital and an additional means of providing management incentives consistent
with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new
customers and vendors and aid in attracting talented employees.



We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to 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 the
Sarbanes-Oxley Act of 2002 (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 non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may
be more volatile.



In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.



We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or
(c) 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 end of the prior fiscal year’s second fiscal quarter, and (2) the date
on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References
herein to emerging growth company shall have the meaning associated with it in the JOBS Act.





6







Financial
Position



With
funds available for a business combination currently in the amount of $333,639,541, after payment of $12,075,000 of deferred underwriting
commissions before fees and expenses associated with our initial business combination, we offer a target business a variety of
options such as creating a liquidity event for its owners, providing access to the expertise of our management team, providing
capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage
ratio. Because we are able to complete our business combination using our cash, debt or equity securities, or a combination of
the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to
be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing
and there can be no assurance it will be available to us.



Effecting
our Initial Business Combination



We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate
our initial business combination using cash from the proceeds of our initial public offering and the private placement of the
private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business
combination. We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.



If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust
account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases
of our Class A Common Stock, we may apply the balance of the cash released to us from the trust account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest
due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working
capital.



We
currently do not have any specific transaction under consideration with a target business with which to consummate our initial
business combination. We may seek to raise additional funds through a private offering of debt or equity securities in connection
with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds
of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws,
we would expect to complete such financing only simultaneously with the completion of our business combination. In the case of
an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials
disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder
approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with
our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with
respect to raising any additional funds through the sale of securities or otherwise.



Sources
of Target Businesses



We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will have read the prospectus relating to our initial public offering and know what types of
businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business
candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions
they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal
flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers
and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize
in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we
may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based
on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder
may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with
a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily
tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no
event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,
the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an
affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support and
to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business
combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company
following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion
in our selection process of an acquisition candidate.





7







We
are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our
sponsor, officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor,
officers or directors. In the event we seek to complete our initial business combination with a business combination target that
is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from
an independent investment banking firm which is a member of FINRA or an independent accounting firm that such an initial business
combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context.



As
more fully discussed in “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest,”
if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business
of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such
business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers
and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties
to us.



Selection
of a Target Business and Structuring of Our Initial Business Combination



Our
initial business combination must occur with one or more target businesses that together have an aggregate fair market value of
at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the
income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair market
value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted
by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able
to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of
such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting
one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with
another blank check company or a similar company with nominal operations.



In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting
securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets
of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction
company is what will be valued for purposes of the 80% of net assets test.



To
the extent we effect our business combination with a company or business that may be financially unstable or in its early stages
of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will
endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.



In
evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities, as well as a review of financial and other information that will be made available to us.



The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which our business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination.





8







In
addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior
consent of our sponsor. Roger Fradin, who controls both us and our sponsor, is also a member of the board of directors of GS Acquisition
Holdings Corp., a special purpose acquisition company that intends to pursue a business combination in the industrial sector and
has already raised funds in its initial public offering. Mr. Fradin’s roles at both GS Acquisition Holdings Corp. and as
our Chairman led Mr. Fradin to enter into an agreement with an affiliate of GS Acquisition Holdings Corp. pursuant to which, Mr.
Fradin has agreed, prior to the earlier of GS Acquisition Holdings Corp. entering into a definitive agreement regarding its initial
business combination or June 12, 2020 (the deadline by which GS Acquisition Holdings Corp. must enter into an initial business
combination), not to pursue, and therefore will not permit our sponsor to consent to, our entry into a definitive agreement regarding
an initial business combination with an entity that has an enterprise value of greater than $3 billion.



Lack
of Business Diversification



For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for an initial business
combination in a single industry. By completing our business combination with only a single business, our lack of diversification
may:



| | ● | subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on
the particular industry in which we operate after our initial business combination, and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | cause
us to depend on the marketing and sale of a single product or limited number of products or services.
| | - | -----------------------------------------------------------------------------------------------------------



Limited
Ability to Evaluate the Target’s Management Team



Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our business combination with that business, our assessment of the target business’ management may not prove to be correct.
In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.
Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with
any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following
our business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our business
combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.



We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our
initial business combination.



Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We cannot assure you that we will have the ability to recruit additional managers, or that those additional managers will have
the requisite skills, knowledge or experience necessary to enhance the incumbent management.





9







Stockholders
May Not Have the Ability to Approve our Initial Business Combination



We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder
approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business
or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we
may consider and whether stockholder approval is currently required under Delaware law for each such transaction.



|Type of Transaction                                                 |  | Whether Stockholder Approval is Required
|------------------------------------------------------------------- |  | ----------------------------------------
|Purchase of assets                                                  |  | No                                      
|Purchase of stock of target not involving a merger with the company |  | No                                      
|Merger of target into a subsidiary of the company                   |  | No                                      
|Merger of the company with a target                                 |  | Yes                                     



Under
the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:



| | ● | we
issue shares of Class A Common Stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class
A Common Stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | any
of our directors, officers or substantial stockholders (as defined by NYSE rules) has a 5% or greater interest (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired and if the
number of shares of Class A Common Stock to be issued, or if the number of shares of Class A Common Stock into which the securities
may be convertible or exercisable, exceeds either (a) 1% of the number of shares of Class A Common Stock or 1% of the voting power
outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of Class A Common Stock
or 5% of the voting power outstanding before the issuance in the case of any substantial stockholders; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
issuance or potential issuance of common stock will result in our undergoing a change of control.
| | - | -----------------------------------------------------------------------------------------------------



The
decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder
approval is not required by law or applicable stock exchange rules will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to:



| | ● | the
timing of the transaction, including in the event we determine stockholder approval would require additional time and there is
either not enough time to seek stockholder approval or doing so would place
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
company at a disadvantage in the transaction or result in other additional burdens on the company;
| | - | ------------------------------------------------------------------------------------------------------



| | ● | the
expected cost of holding a stockholder vote;
| | - | ------------------------------------------------



| | ● | the
risk that the stockholders would fail to approve the proposed business combination;
| | - | ---------------------------------------------------------------------------------------



| | ● | other
time and budget constraints of the company; and
| | - | -----------------------------------------------------



| | ● | additional
legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



Permitted
Purchases of our Securities



In
the event we seek stockholder approval of our 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 or their affiliates may purchase shares
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. However, 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 in such
transactions. They will be restricted from making any such purchases when they are in possession of any material non-public information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include
a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires
insiders to refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public
information and to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders
will make such purchases pursuant to a Rule 10b5-1 plan, as such purchases will be dependent upon several factors, including but
not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases
pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.





10







In
the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required
to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute
a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private
rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject
to such rules, the purchasers will comply with such rules.



The
purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood
of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it
appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may
not otherwise have been possible.



In
addition, if such purchases are made, the public “float” of our common stock may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange.



Our
sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor,
officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly
or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with
our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into
a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem
their shares for a pro rata share of the trust account or vote against the business combination. Our sponsor, officers, directors,
advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the
other federal securities laws.



Any
purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the
Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe
harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical
requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers,
directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule
10b-5 of the Exchange Act.



Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination



We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account as of two business days prior to the consummation of the initial business combination 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, subject to the limitations described herein. The amount in the trust account
is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The
redemption rights includes the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion
of our business combination.





11







Manner
of Conducting Redemptions



We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon
the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business
combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business
combination or conduct 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 require us to seek stockholder approval under
the law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our
outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.
If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will
not have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We intend to conduct
redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by
law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.



If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,
pursuant to our amended and restated certificate of incorporation:



| | ● | conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | ● | file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation
14A of the Exchange Act, which regulates the solicitation of proxies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Upon
the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase shares of our Class A Common Stock in the open market if we elect to redeem our public shares through
a tender offer, to comply with Rule 14e-5 under the Exchange Act.



In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on
the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001
upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock”
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and
not complete the initial business combination.



If,
however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain
stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:



| | ● | conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules, and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | file
proxy materials with the SEC.
| | - | ----------------------------------



In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
combination.



If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present
in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward
this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering
in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a
result, in addition to our initial stockholders’ founder shares, we would need 12,937,500, or 37.5%, of the 34,500,000 public
shares outstanding to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial
business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior
written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These
quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate
our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote
for or against the proposed transaction.





12







Our
amended and restated certificate of incorporation provides 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 upon consummation of our initial business combination (so that
we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to our initial business combination. For example, the proposed business combination
may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the
terms of the proposed business combination. 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, and all shares of Class A Common Stock submitted for redemption will be returned to
the holders thereof.



Limitation
on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval



Notwithstanding
the foregoing, if 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 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 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the
“Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares,
and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or
on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold
in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased
by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’
ability to redeem no more than 10% of the shares sold in our initial public offering, we believe we will limit the ability of
a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly
in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our business combination.



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



We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in
the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the 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 using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.
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 indicate the applicable delivery requirements, which will include the requirement that
a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from
the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote
on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise
its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery
of their public shares.



There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker
whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of
exercising redemption rights regardless of the timing of when such delivery must be effectuated.





13







The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote
on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the stockholder then had an “option window” after the completion of the business combination during which
he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would
become “option” rights surviving past the completion of the business combination until the redeeming holder delivered
its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.



Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials
or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share
delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their
shares will be distributed promptly after the completion of our business combination.



If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.



If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target within the Combination Period.



Redemption
of Public Shares and Liquidation if no Initial Business Combination



Our
sponsor, officers and directors have agreed that if we do not complete our initial business combination within the Combination
Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously
released to us to pay our franchise and income taxes (less up to $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. There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to complete our business combination within the Combination Period.



Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights
to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our
initial business combination with the Combination Period. However, if our initial stockholders acquire public shares after our
initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to complete our initial business combination within the Combination Period.



Our
sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to provide
holders of our Class A Common Stock the right to have their shares redeemed or to redeem 100% of our public shares if we do not
complete our initial business combination within the Combination Period or with respect to any other provisions relating to the
rights of holders of our Class A Common Stock, 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. However, we may
not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation
of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules).





14







We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,
will be funded from amounts remaining out of the approximately $2.5 million of proceeds held outside the trust account (as of
December 31, 2019), although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there
is any interest accrued in the trust account not required to pay our franchise and income taxes on interest income earned on the
trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest
to pay those costs and expenses. The amount of interest available to us from the trust account may be less than $1,000,000 as
a result of the current interest rate environment.



If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other
than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account,
the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims
of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not
be substantially less than $10.00. Under Section 281(b) of the General Corporation Law of Delaware, as amended (the “DGCL”),
our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in
full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution
of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have
funds sufficient to pay or provide for all creditors’ claims.



Although
we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective
target businesses or 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, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would 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 an 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. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to
execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.



In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for
any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held
in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in
each case net of the interest that may be withdrawn to pay our tax obligations, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters
of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that
an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent
of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy
its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our
sponsor to reserve for such indemnification obligations. 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. In such 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 will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.





15







In
the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per
public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the
trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and our sponsor asserts
that it is unable to satisfy its indemnification 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. While 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
may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative
to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked
our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy
those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
price will not be less than $10.00 per public share.



We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter
of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access
to up to approximately $2.5 million of proceeds held outside the trust account (as of December 31, 2019) with which to pay any
such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no
more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.



Under
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 business combination within the Combination Period may be considered
a liquidating distribution under Delaware law. If the 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.



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 business combination within the Combination Period, 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. If we are unable to complete our business combination within the Combination Period,
we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
us to pay our franchise and income taxes (less up to $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. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible
following the end of the Combination Period and, therefore, we do not intend to comply with those procedures. 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 well beyond the third anniversary of such date.



Because
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 subsequent 10 years. 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. As described above, pursuant to the obligation contained
in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public
accounting firm), prospective target businesses or 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. As a result of this obligation,
the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any
liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure
that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest withdrawn to pay our franchise and income taxes and will not be liable as to
any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities
under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third-party claims.





16







If
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, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if 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 all amounts received
by our stockholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have
acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us
for these reasons.



Our
public stockholders will be entitled to receive funds from the trust account only in the event of the redemption of our public
shares if we do not complete our business combination within the Combination Period or if they redeem their respective shares
for cash upon the completion of the initial business combination. In no other circumstances will a stockholder have any right
or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business
combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s
redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its
redemption rights described above.



Competition



In
identifying, evaluating and selecting a target business for our business combination, we have encountered, and may continue to
encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies,
private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to
acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an
advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public
stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination
and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business
combination.



Employees



We
currently have two officers. Members of our management team are not obligated to devote any specific number of hours to our matters
but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time that any such person will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the current stage of the business combination process.



Periodic
Reporting and Financial Information



Our
Units, Class A Common Stock and warrants are registered under the Exchange Act and we have reporting obligations, including the
requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports contain financial statements audited and reported on by our independent registered public accounting firm.





17







We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these
financial statements will need to be prepared in accordance with GAAP or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the PCAOB. We cannot assure you that any particular target
business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with such
requirements or that the potential target business will be able to prepare its financial statements in accordance with such requirements.
To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business. While this may
limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.



We
will be required to evaluate our internal controls over financial reporting procedures for the fiscal year ending December 31,
2020 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public
accounting firm attestation requirements on our internal control over financial reporting. The fact that we are a blank check
company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target business with which we seek to complete our initial business combination may not be in compliance with
the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls over financial reporting. 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.



| | Item
                                         1A. | Risk
                                         Factors
| | ------------------------------------------------- | -----------------------------------------------------



You
should consider carefully all of the risks described below, together with the other information contained in this Report, including
the financial statements. If any of the following risks occur, our business, financial condition or results of operations may
be materially and adversely affected. The risk factors described below are not necessarily exhaustive and you are encouraged to
perform your own investigation with respect to us and our business.



We
are a recently formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability
to achieve our business objective.



We
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
businesses. We may be unable to complete our business combination. If we fail to complete our business combination, we will never
generate any operating revenues.



Past
performance by our management team is not indicative of future performance of an investment in us.



Information
regarding performance by, or businesses associated with, our management team is presented for informational purposes only. Any
past experience and performance of our management team is not a guarantee either: (1) that we will be able to successfully identify
a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination
we may consummate. You should not rely on the historical record of the performance of our management team as being indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.



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



We
may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or
other legal reasons. Except as required by law or the stock exchange listing requirements, 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.





18







If
we seek stockholder approval of our initial business combination, after approval of our board, our initial stockholders have agreed
to vote in favor of such initial business combination, regardless of how our public stockholders vote.



Unlike
many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority
of the votes cast by the public stockholders in connection with an initial business combination, after approval of our board,
our initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after our
initial public offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 12,937,500, or 37.5%, of the 34,500,000 public shares outstanding to be voted in favor of a transaction
(assuming all outstanding shares are voted) in order to have our initial business combination approved. Our initial stockholders
own shares representing 20% of our outstanding shares of common stock. Accordingly, if we seek stockholder approval of our initial
business combination, after approval of our board, it is more likely that the necessary stockholder approval will be received
than would be the case if our initial stockholders agreed to vote their founder shares in accordance with the majority of the
votes cast by our public stockholders.



Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise
of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.



At
the time of your investment in us, you were not be provided with an opportunity to evaluate the specific merits or risks of one
or more target businesses. Since 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.



The
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.



We
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 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock”
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less
than $5,000,001 upon consummation of our initial business combination 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.



The
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.



At
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. The amount
of the deferred underwriting commissions payable to the underwriter 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 commission and after such redemptions, the per-share value of shares held by
non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.





19







The
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 not be consummated and that you would have to wait for liquidation in
order to redeem your stock.



If
our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would not be consummated
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
market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your stock in the open market.



The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses
leverage over us in negotiating a business combination and may decrease our ability 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.



Any
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 the Combination Period. Consequently, such target business may obtain leverage over us
in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular
target business, we may be unable to complete our initial business combination with any target business. This risk will increase
as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter
into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.



We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all
operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public
stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire
worthless.



Our
sponsor, officers and directors have agreed that we must complete our initial business combination within the Combination Period.
We may not be able to find a suitable target business and complete our initial business combination within such time period. 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 ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up
to $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. In such case,
our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our
public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties
bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.00 per share” and other risk factors below.



If
we are unable to complete an initial business combination within the Combination Period, we may seek an amendment to our amended
and restated certificate of incorporation to extend the period of time we have to complete an initial business combination. Our
amended and restated certificate of incorporation will require that such an amendment be approved by holders of 65% of our outstanding
common stock.





20







If
we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates
may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce
the public “float” of our Class A Common Stock.



If
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 or their affiliates may purchase shares
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. Such a purchase may include a contractual acknowledgement that such
stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not
to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares
in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such
selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could
be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval
of the business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would
otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.



In
addition, if such purchases are made, the public “float” of our Class A Common Stock and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading
of our securities on a national securities exchange.



If
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.



We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business
combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy 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 indicate the applicable delivery requirements, which will include the requirement that a beneficial
holder must identify itself in order to validly tender or redeem its 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 tender offer documents or proxy materials
mailed to such holders, or up to two business days prior to the 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.



You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.



Our
public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion
of an initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (a) to modify the substance or timing of our obligation to
provide holders of our Class A Common Stock the right to have their shares redeemed or to redeem 100% of our public shares if
we do not complete our initial business combination within the Combination Period, or (b) with respect to any other provisions
relating to rights of holders of our Class A Common Stock, and (iii) the redemption of our public shares if we are unable to complete
an initial business combination within the Combination Period, subject to applicable law and as further described herein. In addition,
if we are unable to complete an initial business combination within the Combination Period for any reason, compliance with Delaware
law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution
of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the Combination Period
before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest
of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,
potentially at a loss.



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.



Our
securities are currently listed on the NYSE. However, we 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. 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 and we must have 400 round lot holders upon the consummation of our initial business combination. We may not be able to
meet those initial listing requirements at that time.





21







If
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:



| | ● | a
limited availability of market quotations for our securities;
| | - | ---------------------------------------------------------------



| | ● | reduced
liquidity for our securities;
| | - | -------------------------------------



| | ● | a
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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | a
limited amount of news and analyst coverage; and
| | - | --------------------------------------------------



| | ● | a
decreased ability to issue additional securities or obtain additional financing in the future.
| | - | ------------------------------------------------------------------------------------------------



The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A Common Stock
and warrants are currently listed on the NYSE, our Units, Class A Common Stock and warrants are covered securities. Although the
states are preempted from regulating the sale of covered 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.



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



Since
the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete
an initial business combination with a target business, we may be deemed to be a “blank check” company under the United
States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits
or protections of those rules. Among other things, this means that 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.



If
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 15% of our Class A Common Stock, you
will lose the ability to redeem all such shares in excess of 15% of our Class A Common Stock.



If
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 of the Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, 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. And as a result, you will continue to hold that number of shares
exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially
at a loss.





22







Because
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 approximately $10.00 per share on our redemption of our public shares, or less than such amount in certain circumstances,
and our warrants will expire worthless.



We
have encountered and 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 are 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 is limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because
we are obligated to pay cash for the shares of Class A Common Stock which our public stockholders redeem in connection with our
initial business combination, target companies will be aware that this may reduce the resources available to us for our initial
business combination. This may place us at a competitive disadvantage in successfully negotiating a business combination. 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. See “— If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.00 per share” and other risk factors below.



If
the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account
are insufficient to allow us to operate until the end of the Combination Period, 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.



The
funds available to us outside of the trust account may not be sufficient to allow us to operate until the end of the Combination
Period, assuming that our initial business combination is not completed during that time. We believe that the funds available
to us outside of the trust account are sufficient to allow us to operate until the end of the Combination Period; however, we
cannot assure you that our estimate is accurate. Of the funds available to us, 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 designed to keep target businesses
from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with
respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into
a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to
forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching
for, or conduct due diligence with respect to, a target business. 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.
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.





23







If
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, 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 combination.



Of
the net proceeds of our initial public offering and the sale of the private placement warrants, only $2.5 million (as of December
31, 2019) will be available to us outside the trust account to fund our working capital requirements. 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 may be
forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to
advance funds to us in such circumstances. Any such 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. 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 obtain these loans, we may
be unable to complete 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. Consequently,
our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants
will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption
of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be
reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors
below.



Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be
materially adversely affected by the recent coronavirus (COVID-19) outbreak.



In
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, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. 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 the business of any potential target
business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable
to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings
with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination 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, or the operations of a target business with which we ultimately consummate a business combination, may be materially
adversely affected.



Subsequent
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.



Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
surface all material issues that may be present inside a particular target business, that it would be possible to uncover all
material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our
control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure
our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully
identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with
our preliminary risk analysis. 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. In
addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of
assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly,
any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of
their shares. Such stockholders are unlikely to have a remedy for such reduction in value 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
such stockholders, or if they are able to successfully bring a private claim under securities laws that the tender offer materials
or proxy statement related to our initial business combination contained an actionable material misstatement or material omission.





24







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.



Our
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 registered public accounting firm), prospective target businesses
or 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.



Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.
In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for
any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed
timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide
for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.
Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per 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 vendor for services rendered or products sold to us, or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public
share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account
due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our franchise
and income taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of our initial public
offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability
for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity
obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve
for such indemnification obligations. Therefore, our sponsor may not 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. In such 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
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.



Our
directors may decide not to enforce 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.



In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser
amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value
of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes, 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.



While
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 may choose not to do so
if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable
or if the independent directors determine that a favorable outcome is not likely. 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.





25







If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and
our board may be exposed to claims of punitive damages.



If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, 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 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.



If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over
the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.



If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the 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.



If
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.



| | ● | If
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; and
| | - | --------------------------------------------------



| | ● | restrictions
on the issuance of securities, each of which may make it difficult for us to complete our business combination.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | ● | In
addition, we may have imposed upon us burdensome requirements, including:
| | - | ----------------------------------------------------------------------------



| | ● | registration
as an investment company;
| | - | --------------------------------------



| | ● | adoption
of a specific form of corporate structure; and
| | - | -------------------------------------------------------



| | ● | reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations.
| | - | -----------------------------------------------------------------------------------------------------



In
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 in securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting
more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
is 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.





26







We
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 185 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, 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. The trust account is intended
as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is
a business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend
our amended and restated certificate of incorporation (a) to modify the substance or timing of our obligation to provide holders
of our Class A common stock the right to have their shares redeemed or to redeem 100% of our public shares if we do not complete
our initial business combination within the Combination Period, or (b) with respect to any other provisions relating to the rights
of holders of our Class A Common Stock; or (iii) absent a business combination, our return of the funds held in the trust account
to our public stockholders as part of our redemption of the public shares. 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. 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.



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



We
are subject to laws 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 and results of operations.



Our
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.



Under
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 the Combination Period 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 end of the Combination Period in the event we do not complete our business combination and, therefore, we do not intend to
comply with the foregoing procedures.



Because
we will not be complying with 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 the Combination Period
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.





27







We
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.



In
accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until 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.



Holders
of Class A Common Stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.



Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation
of an initial business combination.



We
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 at this time, and such registration may not be in place when an investor desires to exercise warrants, thus
precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants
to expire worthless.



We
have not registered the shares of Class A Common Stock issuable upon exercise of the warrants issued in our initial public offering
under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have
agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business
combination, we will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under
the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants and thereafter will use commercially
reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and
to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, 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 issued in our initial public offering 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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying
the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise
of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired
their warrants as part of a purchase of Units will have paid the full unit purchase price solely for the shares of Class A Common
Stock included in the Units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we
are unable to register or qualify the underlying shares of Class A Common Stock for sale under all applicable state securities
laws.





28







The
grant of registration rights to our initial stockholders 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.



Pursuant
to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial
stockholders 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 founder shares and the private placement warrants held by them and holders of warrants
that may be issued upon conversion of working capital loans may demand that we register such warrants or the 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 or holders of working capital loans or their respective
permitted transferees are registered.



Because
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’ operations.



Although
we expect to focus our search for a target business in the industrial sector, we may seek to complete a business combination with
an operating company in any industry or sector. However, we are not, under our amended and restated certificate of incorporation,
permitted to effectuate our business combination with another blank check company or similar company with nominal operations.
Because we have not yet entered into a definitive agreement with any specific target business with respect to a business combination,
there is no basis to evaluate the possible merits or risks of any particular target business’ 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 shares. Such
stockholders are unlikely to have a remedy for such reduction in value.



We
may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of
expertise.



Although
we intend to focus on identifying business combination candidates in the industrials sector, we may consider a business combination
outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that
such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate
the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or
assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately
prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available,
in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information
contained herein regarding the areas of our management’s expertise would not be relevant to an understanding of the business
that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant
risk 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.





29







Although
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.



Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target
business with which we enter into our 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 receive only approximately
$10.00 per share on the liquidation of our trust account and our warrants will expire worthless.



We
may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue
or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.



To
the extent we complete our initial business combination with a financially unstable business or an entity lacking an established
record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we
combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although
our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to
properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that
those risks will adversely impact a target business.



We
are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and
consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our
company from a financial point of view.



Unless
we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value
of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that
is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial
point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will
determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.



We
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.



Our
amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A Common Stock,
par value $0.0001 per share, 50,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred
stock, par value $0.0001 per share. There are currently 465,500,000 and 41,375,000 authorized but unissued shares of Class A Common
Stock and Class B Common Stock, respectively, available for issuance, excluding shares of Class A Common Stock reserved for issuance
upon exercise of outstanding warrants and currently issuable upon conversion of Class B Common Stock. There are no shares of preferred
stock issued and outstanding. Shares of Class B Common Stock are convertible into shares of our Class A Common Stock initially
at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class
A Common Stock or equity-linked securities related to our initial business combination. Shares of Class B Common Stock are also
convertible at the option of the holder at any time.





30







We 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 to redeem the warrants or 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. However, our amended and restated
certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional
shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any
initial business combination. The issuance of additional shares of common or preferred stock:



| | · | may significantly dilute the equity interest of investors in our initial public offering;
| | - | -----------------------------------------------------------------------------------------



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



| | · | could cause a change of 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; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | may adversely affect prevailing market prices for our Units, Class A Common Stock and/or warrants.
| | - | --------------------------------------------------------------------------------------------------



Resources could be wasted in researching acquisitions
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 receive only approximately
$10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will
expire worthless.



We 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 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 receive only
approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.



Our 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.



Our 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.



In 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.





31







Our key personnel may negotiate employment or consulting
agreements with a target business in connection with a particular business combination. These agreements may provide for them to
receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining
whether a particular business combination is the most advantageous.



Our key personnel may be able to remain
with the company after the completion of our business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business
combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for
services they would render to us after the completion of the business combination. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such
individuals to remain with us after the completion of our business combination will not be the determining factor in our decision
as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key
personnel will remain with us after the completion of our business combination. We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain
with us will be made at the time of our initial business combination. In addition, pursuant to an agreement entered into concurrently
with the issuance and sale of the securities in our initial public offering, our sponsor, upon consummation of an initial business
combination, will be entitled to nominate three individuals for election to our board of directors.



We may have a limited ability to assess the management
of a prospective target business and, as a result, may affect 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.



When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business’ management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should
the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain
stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely
to have a remedy for such reduction in value.



Our 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.



Our 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. Each of our officers is engaged in other business endeavors for which
he may be entitled to substantial compensation, including Mr. Fradin’s service as a director of GS Acquisition Holdings Corp.,
a special purpose acquisition company that, like us, intends to pursue a business combination in the industrial sector, and our
officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors 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. For
a complete discussion of our officers’ and directors’ other business affairs, please see Item 10 “Directors,
Executive Officers and Corporate Governance” and Item 13 “Certain Relationships and Related Transactions, and Director
Independence.”



Certain of our officers and directors are now, and
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.



Until we consummate our initial business
combination, we will continue to engage in the business of identifying and combining with one or more businesses. Our sponsor and
officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar business. For
instance, Mr. Fradin is currently a member of the board of directors of GS Acquisitions Holding Corp., a special purpose acquisition
company that intends, like us, to pursue a business combination in the industrial sector and has already raised funds in its initial
public offering. However, Mr. Fradin and Mr. Cook have agreed not to participate in the formation of, or become an officer or director
of, any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered
into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination
within the Combination Period. Our 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.





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Accordingly, they may have conflicts of
interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to another entity prior to its presentation to us. 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. For a complete discussion of our officers’ and directors’ business affiliations and the potential
conflicts of interest that you should be aware of, please see Item 10 “Directors, Executive Officers and Corporate Governance”
and Item 13 “Certain Relationships and Related Transactions, and Director Independence.”



Brian Cook, our Chief Executive Officer, Chief Financial
Officer and Director, is a party to a non-competition agreement that could limit the companies and businesses that we may target
for an initial business combination. This could negatively impact our prospects for an initial business combination.



Brian Cook, our Chief Executive Officer,
Chief Financial Officer and Director, is a party to a non-competition agreement with Honeywell International, Inc. (“Honeywell”)
that expires on May 6, 2020. The non-competition agreement precludes Mr. Cook from, without the written consent of Honeywell, becoming
employed by, performing services for, or otherwise becoming associated with (as an employee, officer, director, principal, agent,
manager, partner, co-partner or consultant or any other individual or representative role) any competing business of Honeywell
prior to expiration. No assurance can be given that Honeywell would provide any consent on terms satisfactory to us or at all.
As a result, we may be precluded from pursuing an initial business combination with certain businesses, which could limit our prospects
for an initial business combination and make us a less attractive buyer to certain target companies. In addition, if our initial
business combination does not cause Mr. Cook to violate the non-competition agreement, no assurance can be given that the combined
company would not in the future engage in competitive activities which would cause Mr. Cook to be in breach of the non-competition
agreement. If a court were to conclude that a violation this non-competition agreement had occurred, it could extend the term of
Mr. Cook’s non-competition restrictions and/or enjoin Mr. Cook from participating in our company, or enjoin us from engaging
in aspects of the business which compete with Honeywell, as applicable. A court could also impose monetary damages against Mr.
Cook or us. This could materially harm our business and the trading prices of our securities. Even if ultimately resolved in our
favor, any litigation associated with the non-competition agreement could be time consuming, costly and distract management’s
focus from locating suitable acquisition candidates and operating our business. If we are unable to complete our initial business
combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, upon the
liquidation of our trust account and our warrants will expire worthless. Please 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 herein.



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



We 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. We do not have a policy that expressly prohibits any such persons from engaging for their own
account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between
their interests and ours.



We 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.



In 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
or directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described
under Item 13 “Certain Relationships and Related Transactions, and Director Independence.” Such entities may compete
with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities
for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary
discussions concerning a business combination with any such entity or entities. Although we are not 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 as set forth in Item 1 “Business - Selection of a Target Business and
Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our disinterested directors.
Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent
accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more
domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as
they would be absent any conflicts of interest.





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Since our sponsor, officers and directors will lose
their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether
a particular business combination target is appropriate for our initial business combination.



In August 2019, our sponsor purchased 8,625,000
founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2019, our sponsor transferred
35,000 founder shares to each of our independent directors. The founder shares will be worthless if we do not complete an initial
business combination. In addition, our sponsor purchased 10,150,000 private placement warrants, each exercisable for one share
of our Class A Common Stock at $11.50 per share, for a purchase price of $10,150,000, or $1.00 per whole warrant, that will also
be worthless if we do not complete a business combination. Holders of founder shares have agreed (A) to vote any shares owned by
them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote
to approve a proposed initial business combination. In addition, 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 the initial business combination.



We may issue notes or other debt securities, or
otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition
and thus negatively impact the value of our stockholders’ investment in us.



Although we have no commitments as of the
date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur
substantial debt to complete our business combination. We have agreed that we will not incur any indebtedness unless we have obtained
from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such,
no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:



| | · | default and foreclosure on our assets if our operating revenues after 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;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------





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



| | · | other disadvantages compared to our competitors who have less debt.
| | - | -------------------------------------------------------------------



We may only be able to complete one business combination
with the proceeds of the initial public offering and the sale of the private placement warrants, 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.



Of the net proceeds from our initial public
offering and the sale of the private placement warrants, $ 347,250,000 is available to complete our initial business combination
and pay related fees and expenses (which includes up to approximately $ 12,075,000, for the payment of deferred underwriting commissions).



We may effectuate our business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not
be able to effectuate our business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present
operating results and the financial condition of several target businesses as if they had been operated on a combined basis. 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:



| | · | solely dependent upon the performance of a single business, property or asset, or
| | - | ---------------------------------------------------------------------------------



| | · | dependent upon the development or market acceptance of a single or limited number of products, processes or services.
| | - | ---------------------------------------------------------------------------------------------------------------------



This lack of diversification may subject
us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our business combination.



We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise
to increased costs and risks that could negatively impact our operations and profitability.



If we determine to simultaneously acquire
several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us,
and delay our ability, to complete our 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.



We 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.



In pursuing our acquisition strategy, we
may seek to effectuate our initial business combination with a privately held company. By definition, very little public information
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.





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



We may structure a business combination
so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target,
our stockholders prior to the business combination may collectively own a minority interest in the post business combination company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares of Class A Common Stock in exchange for all of the outstanding capital stock
of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of
our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target
business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills,
qualifications or abilities necessary to profitably operate such business.



We do not have a specified maximum redemption threshold.
The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial
majority of our stockholders do not agree.



Our amended and restated certificate of
incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination
(such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement
which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our
business combination even if 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 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.



In order to effectuate our initial business combination,
we may seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make
it easier for us to complete our initial business combination but that our stockholders may not support.



In order to effectuate a business combination,
blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments.
For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed
industry focus. We cannot assure you that we will not seek to amend our charter or governing instruments or change our industry
focus in order to effectuate our initial business combination.



The provisions of our amended and restated certificate
of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing
the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a
lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended
and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination
that some of our stockholders may not support.



Some 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 sometimes 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 related to pre-business combination activity
(including the requirement to deposit proceeds of our initial public offering and the private placement of 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 up to 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.





36







Our sponsor, officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation that would affect the substance or timing of our obligation to provide holders of our Class A Common Stock the
right to have their shares redeemed or redeem 100% of our public shares if we do not complete our initial business combination
within the Combination Period or with respect to any other provisions relating to the rights of holders of our Class A Common Stock,
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, divided
by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into
with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these
agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject
to applicable law.



We may be unable to obtain additional financing
to complete our 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.



Although we believe that the net proceeds
of our initial public offering and the sale of the private placement warrants are sufficient to allow us to complete our initial
business combination, because we have not yet entered into a definitive agreement with any prospective target business we cannot
ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale
of the private placement warrants 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 repurchase 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, 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 receive only
approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously released
to us to pay our franchise and income taxes on the liquidation of our trust account and our warrants will expire worthless. In
addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund
the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide
any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business
combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our trust account, and
our warrants will expire worthless.



Our initial stockholders may exert a substantial
influence on actions requiring a stockholder vote, potentially in a manner that you do not support.



Our initial stockholders own shares representing
20% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring
a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate
of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common
stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered
in making such additional purchases would include consideration of the current trading price of our Class A Common Stock. 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. In addition, prior to the completion of an initial business combination, holders of a majority of our founder
shares may remove a member of the board of directors for any reason. We have also agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of our sponsor. Roger Fradin, who controls both us and our
sponsor, is also a member of the board of directors of GS Acquisition Holdings Corp., a special purpose acquisition company that
intends to pursue a business combination in the industrial sector and has already raised funds in its initial public offering.
Mr. Fradin’s roles at both GS Acquisition Holdings Corp. and as our Chairman led Mr. Fradin to enter into an agreement with
an affiliate of GS Acquisition Holdings Corp. pursuant to which Mr. Fradin has agreed, prior to the earlier of GS Acquisition Holdings
Corp. entering into a definitive agreement regarding its initial business combination or June 12, 2020 (the deadline by which GS
Acquisition Holdings Corp. must enter into an initial business combination), not to pursue, and therefore will not permit our sponsor
to consent to, our entry into a definitive agreement regarding an initial business combination with an entity that has an enterprise
value of greater than $3 billion. Accordingly, our initial stockholders will continue to exert control at least until the completion
of our business combination.





37







We may amend the terms of the warrants in a manner
that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our
Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.



Our 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. 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 and, solely
with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect
to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to
amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples
of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise
period or decrease the number of shares of our Class A Common Stock purchasable upon exercise of a warrant.



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



We have the ability to redeem outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30
trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided
certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if
we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption
of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it
may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish
to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for
redemption, is likely to be substantially less than the market value of your warrants. Except as otherwise set forth herein, none
of the private placement warrants will be redeemable by us so long as they are held by the sponsor or its permitted transferees.



In addition, we may redeem your warrants
after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided
that holders will be able to exercise their warrants prior to redemption for a number of Class A Common Stock determined based
on the redemption date and the fair market value of our Class A Common Stock. Please see Exhibit 4.2 of this Report. 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.





38







Our 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.



We issued warrants to purchase 17,250,000
shares of Class A Common Stock as part of the Units sold in our initial public offering and, simultaneously with the closing of
our initial public offering, we issued in a private placement warrants to purchase an aggregate of 10,150,000 shares of Class A
Common Stock at $11.50 per share. Prior to our initial public offering, our sponsor purchased an aggregate of 8,625,000 founder
shares in a private placement. The founder shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject
to adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans
may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants, including as to exercise price, exercisability and exercise period. Our public warrants are
also redeemable by us for Class A Common Stock as described in Exhibit 4.2 of this Report.”



To 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 our Class A Common Stock and
reduce the value of the shares of Class A Common Stock issued to complete the business combination. Therefore, our warrants and
founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.



The private placement warrants are identical
to the warrants sold as part of the Units in our initial public offering except that, so long as they are held by our sponsor or
its permitted transferees, (i) they will not be redeemable by us, except as otherwise set forth herein (ii) they (including the
Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold by our sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised
by the holders on a cashless basis.



Because each unit contains one-half of one warrant
and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.



Each unit contains one-half of one warrant.
Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant
may be exercised at any given time. This is different from other offerings similar to ours whose Units include one share of common
stock and one warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce
the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate
for one-half of the number of shares compared to Units that each contain a warrant to purchase one whole share, thus making us,
we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our Units to be
worth less than if they included a warrant to purchase one whole share.



The requirements of being a public company may strain
our resources and divert management’s attention.



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,
the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations
increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand
on our systems and resources, particularly after we are no longer an “emerging growth company.” The Sarbanes-Oxley
Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial
reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial
reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s
attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may
need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase
our costs and expenses.





39







A provision in our warrant agreement may make it
more difficult for us to consummate an initial business combination.



Unlike most blank check companies, if (i)
we issue additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at a price of less than $9.20 per share (with such issue price or effective issue
price to be determined in good faith by us and, (x) in the case of any such issuance to our sponsor or its affiliates, without
taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and (y) without
taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as
a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the “Newly Issued Price”),
(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (iii) the the volume weighted average trading price of Class A Common Stock during the 20 trading day
period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us
to consummate an initial business combination with a target business.



A market for our securities may not develop, which
would adversely affect the liquidity and price of our securities.



The price of our securities may vary significantly
due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market
for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless
a market can be established and sustained.



Because 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.



The federal proxy rules require that a proxy
statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or
pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection
with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may
be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States
of America, or GAAP, or international financial reporting standards, or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States), or PCAOB. These financial statements may also be required to be prepared in accordance with GAAP in connection
with our current report on Form 8-K announcing the closing our initial business combination within four business days following
such closing. 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 statements in accordance with federal
proxy rules and complete our initial business combination within the prescribed time frame.



We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors
and may make it more difficult to compare our performance with other public companies.



We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging
growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market
value of our Class A Common Stock held by non-affiliates exceeds $700 million as of the end of a prior fiscal year’s second
fiscal quarter before that time, in which case we would no longer be an emerging growth company as of the following December 31.
We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some
investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices
of our securities may be more volatile.



Further, Section 102(b)(1) of the JOBS Act
exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended
transition period, which means that when a standard is issued or revised and it has different application dates for public or private
companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accountant standards used.





40







Additionally, we are a “smaller reporting
company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates
exceeds $250 million as of the end of the prior fiscal year’s second fiscal quarter, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million
as of the end of the prior fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure
obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.



Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management
resources, and increase the time and costs of completing an acquisition.



Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls over financial reporting 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
and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes
compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies
because a target company with which we seek to complete our business combination may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control over financial reporting
of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.



Provisions in our amended and restated certificate
of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in
the future for our Class A Common Stock and could entrench management.



Our amended and restated certificate of
incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their
best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate
the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.



We are also subject to anti-takeover provisions
under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management
more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.



Our amended and restated certificate of incorporation
will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with our company or our company’s directors, officers or other employees.



Our amended and restated certificate of
incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action
or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director,
officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged
breach, (3) action asserting a claim against our company or any director, officer or employee of our company arising pursuant to
any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim
against us or any director, officer or employee of our company governed by the internal affairs doctrine except for, as to each
of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities Act, as to which
the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive
forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability
or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall
be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital
stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of
incorporation. If any action the subject matter of which is within the scope the forum provisions is filed in a court other than
a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s
counsel in the foreign action as agent for such stockholder.





41







This choice-of-forum provision may limit
a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its
directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision
of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified
types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which
could materially and adversely affect our business, financial condition and results of operations and result in a diversion of
the time and resources of our management and board of directors.



If we effect our initial business combination with
a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that
may negatively impact our operations.



If we effect our initial business combination
with a company with operations or opportunities outside of the United States, we would be subject to any special considerations
or risks associated with companies operating in an international setting, including any of the following:



| | · | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial
and legal requirements of overseas markets;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | rules and regulations regarding currency redemption;
| | - | ----------------------------------------------------



| | · | complex corporate withholding taxes on individuals;
| | - | ---------------------------------------------------



| | · | laws governing the manner in which future business combinations may be effected;
| | - | --------------------------------------------------------------------------------



| | · | tariffs and trade barriers;
| | - | ---------------------------



| | · | regulations related to customs and import/export matters;
| | - | ---------------------------------------------------------



| | · | longer payment cycles and challenges in collecting accounts receivable;
| | - | -----------------------------------------------------------------------



| | · | tax issues, such as tax law changes and variations in tax laws as compared to the United States;
| | - | ------------------------------------------------------------------------------------------------



| | · | currency fluctuations and exchange controls;
| | - | --------------------------------------------



| | · | rates of inflation;
| | - | -------------------



| | · | cultural and language differences;
| | - | ----------------------------------



| | · | employment regulations;
| | - | -----------------------



| | · | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
| | - | -----------------------------------------------------------------------------------------



| | · | deterioration of political relations with the United States; and
| | - | ----------------------------------------------------------------



| | · | government appropriations of assets.
| | - | ------------------------------------



We may not be able to adequately address
these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations
and financial condition.



42







Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.



We 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 may face risks related to businesses in the industrial
sector.



Business combinations with businesses in
the industrial sector entail special considerations and risks. If we are successful in completing a business combination with such
a target business, we may be subject to, and possibly adversely affected by, the following risks:



| | · | the markets we may serve may be subject to general economic conditions and cyclical demand, which could lead to significant
shifts in our results of operations from quarter to quarter that make it difficult to project long-term performance;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | fluctuations in customer demand;
| | - | --------------------------------



| | · | competition and consolidation of the specific sector of the industry within which the target business operates;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | volatility in costs for strategic raw material and energy commodities or disruption in the supply of these commodities could
adversely affect our financial results;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | supplier stability, factory transitions and capacity constraints;
| | - | -----------------------------------------------------------------



| | · | inability to obtain necessary insurance coverage for the target business’ operations;
| | - | -------------------------------------------------------------------------------------



| | · | additional expenses and delays due to technical problems, labor problems (including union disruptions) or other interruptions
at our manufacturing facilities after our initial business combination;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | work-related accidents that may expose us to liability claims;
| | - | --------------------------------------------------------------



| | · | our manufacturing processes and products not complying with applicable statutory and regulatory requirements, or if we manufacture
products containing design or manufacturing defects, the demand for our products declining and potential liability claims;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | litigation and other proceedings, including that we may be liable for damages based on product liability claims, and we may
also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing
services;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | warranty claims related to our products, and resulting reputational damage and incurrence of significant costs;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | changes in industry standards;
| | - | ------------------------------



| | · | changes in tariffs and other trade practices;
| | - | ---------------------------------------------





43







| | · | inability to protect our intellectual property rights;
| | - | ------------------------------------------------------



| | · | our products and manufacturing processes being subject to technological change;
| | - | -------------------------------------------------------------------------------



| | · | being subject to applicable laws and regulations of federal, state and provincial governments, including environmental and
health and safety laws and regulations, and the costs of compliance with such regulations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | disruption or failure of networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation
of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar
events;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | fluctuations in foreign currency exchange rates; and
| | - | ----------------------------------------------------



| | · | the failure of our customers to pay the amounts owed to us in a timely manner.
| | - | ------------------------------------------------------------------------------



Any of the foregoing could have an adverse
impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will
not be limited to the industrial sector. Accordingly, if we acquire a target business in another industry, we will be subject to
risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different
than those risks listed above.



| | Item 1B. | Unresolved Staff Comments
| | -------- | -------------------------



None.



| | Item 2. | Properties
| | ------- | ----------



We do not own any real estate or other physical
properties materially important to our operation. Our executive offices are located at 14 Fairmount Avenue, Chatham, New Jersey
07928, and our telephone number is (973) 507-0359. Our executive offices are provided to us by an affiliate of our sponsor. Commencing
on the date our securities were first listed on the NYSE, we agreed to pay an affiliate of our sponsor a total of $10,000 per month
for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current
operations.



| | Item 3. | Legal Proceedings
| | ------- | -----------------



To the knowledge of our management, there
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
team in their capacity as such.



| | Item 4. | Mine Safety Disclosures
| | ------- | -----------------------



Not applicable.





44







PART II



| | Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
| | ------- | -------------------------------------------------------------------------------------------------------------



(a) Market Information



Our Units, Class A Common Stock and warrants
are each traded on the NYSE under the symbols “JIH.U,” “JIH” and “JIH WS”, respectively. Our
Units commenced public trading on November 8, 2019, and our Class A Common Stock and warrants commenced public trading on December
20, 2019.



(b) Holders



On December 31, 2019, there was one holder
of record of our Units, one holder of record of our Class A Common Stock, three holders of our Class B Common Stock and two holders
of record of our warrants.



(c) Dividends



We have not paid any cash dividends on our
common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we
incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.



(d) Securities Authorized for Issuance Under Equity Compensation
Plans.



None.



| | (e) | Performance Graph
| | --- | -----------------



Not applicable.



(f) Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Offerings



Unregistered Sales



In August, 2019, the sponsor paid $25,000,
or approximately $0.003 per share, on behalf of the Company in exchange for a capital contribution and in consideration of 8,625,000
shares of Class B Common Stock, par value $0.0001 per share. Such securities were issued in connection with the Company’s
organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of December 31,
2019, there were 8,625,000 shares of Class B Common Stock outstanding.



On November 7, 2019, the sponsor purchased
10,150,000 private placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, at a
price of $1.00 per warrant ($10,150,000 in the aggregate), in a private placement that closed simultaneously with the closing of
the initial public offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act.



No underwriting discounts or commissions
were paid with respect to such unregistered sales.



Use of Proceeds



In connection with the initial public offering
we incurred offering expenses of $1 million (excluding underwriting commissions of $6.9 million and deferred underwriting commissions
of $12,075,000). Other incurred offering costs consisted principally preparation fees related to the initial public offering. After
deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation
of the initial business combination, if consummated) and the initial public offering expenses, $345 million of the net proceeds
from our initial public offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00
per Unit sold in the initial public offering) was placed in the trust account and invested as described elsewhere in this Report.





45







There has been no material change in the
planned use of the proceeds from the initial public offering and private placement as is described in the Company’s final
prospectus related to the initial public offering and subsequent filings with the SEC.



(g) Purchases of Equity Securities by the Issuer and Affiliated
Purchasers



None.



| | Item 6. | Selected Financial Data
| | ------- | -----------------------



Not applicable.



| | Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations
| | ------- | -------------------------------------------------------------------------------------



References to the
“Company,” “Juniper Industrial Holdings, Inc.” “our,” “us” or “we”
refer to Juniper Industrial Holdings, Inc. The following discussion and analysis of the Company’s 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.



Cautionary 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 our 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 “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms
or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause
or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our
management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be
affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report
on Form 10-K should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report. For
these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act. 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. All subsequent written or oral forward-looking statements attributable
to us or persons acting on our behalf are qualified in their entirety by this paragraph.



Overview



We are a blank check
company incorporated in Delaware on August 12, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
Although the Company is not limited to a particular industry, sector or geographical location for purposes of consummating a Business
Combination, the Company intends to focus its search for a target business in the industrial sector. We are an early stage and
emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.
Our sponsor Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).



The
registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on November 7,
2019. We consummated our Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A
common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover
over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.00 million,
and incurring offering costs of approximately $19.59 million, inclusive of approximately $12.08 million in deferred underwriting
commissions.





46







Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 10,150,000
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a
price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating proceeds of $10.15 million.



Upon
the closing of the Initial Public Offering and the Private Placement, $345.00 million ($10.00 per Unit) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust
Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee,
and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.



Our
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of Private Placement Warrants, although all of the net proceeds of the Initial Public Offering and certain of the proceeds
of the sale of the Private Placement Warrants are intended to be applied generally toward consummating a Business Combination.



If
we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 13,
2021 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to us to pay our franchise and income taxes (less up to $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 the Company’s remaining
stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law.



Liquidity and Capital Resources



As
indicated in the accompanying financial statements, at December 31, 2019, we had approximately $2.5 million in cash, and working
capital of approximately $2.5 million(not taken into account franchise and income tax obligations),and
approximately $715,000 of interest available to pay for our taxes.



Our liquidity needs
prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founders
Shares, and loans from our Sponsor of approximately $97,000. The loan was repaid in full on November 15, 2019. Subsequent
from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds received from the
consummation of the Initial Public Offering and the Private Placement.



Based
on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet its needs through
the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using
these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge
with or acquire, and structuring, negotiating and consummating the Business Combination.



Results of Operations



Our entire activity
since inception up to December 31, 2019 was in preparation for our formation and the Initial Public Offering and, since the closing
of the Initial Public Offering, a search for a business combination candidate. We will not be generating any operating revenues
until the closing and completion of our initial Business Combination.





47







For the period from
August 12, 2019 (inception) through December 31, 2019, we had net income of approximately $322,000, which consisted of approximately
$715,000 generated from interest income earned in operating account, interest earned on marketable securities held in Trust Account,
and unrealized gain on marketable securities held in Trust Account, offset by approximately $187,000 in general and administrative
expenses, approximately $77,000 in franchise tax expenses and approximately $129,000 in income tax expenses.



Related Party Transactions



Founder
Shares



On
August 29, 2019, our Sponsor purchased 8,625,000 shares (the “Founder Shares”) of our Class B common
stock, par value $0.0001 per share, for an aggregate price of $25,000. On October 10, 2019, our Sponsor transferred 35,000
Founder Shares to each of our independent directors. The initial stockholders agreed to forfeit up to 1,125,000 Founder Shares
to the extent that the over-allotment option was not exercised in full by the underwriter. The forfeiture would be adjusted
to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder Shares would
represent 20.0% of our issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment
option in full on November 13, 2019; thus, the Founder Shares were no longer subject to forfeiture.



The initial stockholders have agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the
consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the
last sale price of our Class A 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 initial Business Combination or
(ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of
our stockholders having the right to exchange their shares of common stock for cash, securities or other property.



Private Placement
Warrants



On
November 13, 2019, we sold 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to
the Sponsor, generating gross proceeds of $10.15 million.



Each Private Placement Warrant is
exercisable for one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from
the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust
Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will
expire worthless. The Private Placement Warrants are non-redeemable under certain redemption scenarios
and exercisable on a cashless basis so long as they are held by our Sponsor or its permitted transferees.



Our
Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their
Private Placement Warrants until 30 days after the completion of the initial Business Combination.



Related Party
Loans



On
August 29, 2019, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable
upon the completion of the Initial Public Offering. Prior to the consummation of the Initial Public Offering, we borrowed approximately
$97,000 under the Note. We repaid this Note in full on November 15, 2019.



In
addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor,
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital
Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust
Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.
In the event that a Business Combination is not consummated, we may use a portion of proceeds held outside the Trust Account to
repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business
Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date,
we had no Working Capital Loans outstanding.





48







Administrative
Services Agreement



Upon closing of the
Initial Public Offering and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed
to pay our Sponsor $10,000 per month for office space, utilities, secretarial support and administrative services. We incurred
$20,000 in expenses in connection with such services and recorded in general and administrative expenses in the Statement of Operations
for the period from August 12, 2019 (inception) through December 31, 2019. As of December 31, 2019, we had $20,000 in accrued expenses
for related party in connection with such services in the accompanying Balance Sheet.



Our Sponsor and our officers and
directors, or any of their respective affiliates, will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying
potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review
on a quarterly basis all payments that were made to our Sponsor or our officers, directors or their affiliates and will
determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the
reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on
our behalf.



Contractual Obligations



Registration
and Stockholder Rights



The
holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,
if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial
Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the
registration and stockholder rights agreement provides that we will not permit any registration statement filed under the Securities
Act to become effective until the termination of the applicable lock-up period for the securities to be
registered. We will bear the expenses incurred in connection with the filing of any such registration statements.



Underwriting
Agreement



The
underwriter was entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing
of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.08 million in the aggregate will be payable
to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts
held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting
agreement. The Underwriter has agreed to reimburse us $315,000 for expenses under certain circumstances. We received such reimbursement
on November 14, 2019.



Critical Accounting Policies



Class A
common stock subject to possible redemption



We
account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments
and are measured at fair value. Conditionally redeemable Class A common stock (including Class A 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) are classified as temporary equity. At all other times, Class A common stock is classified
as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside
of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 33,024,303 shares of
Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity
section of our balance sheet.





49







Net Loss Per Share of Common Stock



Net loss per share
is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate
of 33,024,303 shares of common stock subject to possible redemption at December 31, 2019 has been excluded from the calculation
of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata share of the trust
earnings. We have not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of
the Over-allotment) and Private Placement to purchase an aggregate of 27,400,000 shares of our common stock in the calculation
of diluted loss per share, since they are not yet exercisable.



Recent Accounting Pronouncements



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



Off-Balance Sheet Arrangements



As of December 31,
2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any
commitments or contractual obligations.



JOBS Act



On April 5, 2012,
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions
that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging
growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the
effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption
of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies
that comply with public company effective dates.



| | Item
                          7A. | Quantitative and Qualitative Disclosures About Market Risk.
| | ---------------------------------- | -----------------------------------------------------------



To date, our efforts
have been limited to organizational activities and activities relating to the initial public offering and the identification and
evaluation of prospective acquisition targets for a business combination. We have neither engaged in any operations nor generated
any revenues. Following our initial public offering, we invested the funds held in the Trust Account invested in U.S. government
treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries.
Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest
rate risk.



At December 31, 2019,
approximately $345.7 million was held in the Trust Account for the purposes of consummating a business combination. If we complete
a business combination prior to November 13, 2021, the funds in the Trust Account will be used to pay for the business combination,
redemptions of common stock, if any, minimum deferred underwriting compensation of $12.08 million and accrued expenses related
to the business combination. Any funds remaining will be made available to us to provide working capital to finance our operations.



We have not engaged in any hedging activities
since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.



| | Item 8. | Financial Statements and Supplementary Data
| | ------- | -------------------------------------------



Reference is made to Pages F-1 through F-17
comprising a portion of this Report.



Index to Financial Statements



|                                                                                                                       | Page
|---------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm                                                                | F-1 
|Financial Statements:                                                                                                  |     
|Balance Sheet as of December 31, 2019                                                                                  | F-2 
|Statement of Operations for the period from August 12, 2019 (inception) through December 31, 2019                      | F-3 
|Statement of Changes in Stockholders’ Equity for the period from August 12, 2019 (inception) through December 31, 2019 | F-4 
|Statement of Cash Flows for the period from August 12, 2019 (inception) through December 31, 2019                      | F-5 
|Notes to Financial Statements                                                                                          | F-6 





50







| | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
| | ------- | -------------------------------------------------------------------------------------



None.



| | Item 9A. | Controls and Procedures.
| | -------- | ------------------------



Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



As required by Rules 13a-15 and 15d-15 under
the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of December 31, 2019. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15 (e) under the Exchange Act) were effective.



Management’s Report on Internal Controls Over Financial
Reporting



This Report does not include a report of
management’s assessment regarding internal control over financial reporting or an attestation report of our registered public
accounting firm due to a transition period established by the rules of the SEC for newly public companies.



Changes in Internal Control over Financial Reporting



During the most recently completed fiscal
quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



| | Item 9B. | Other Information
| | -------- | -----------------



None.



51







PART III



| | Item 10. | Directors, Executive Officers and Corporate Governance
| | -------- | ------------------------------------------------------



Directors and Executive Officers



As of the date of this Report, our directors
and officers are as follows:



|Name              |  | Age |    |  | Position
|----------------- |  | --- | -- |  | --------
|Roger Fradin      |  |     | 66 |  |         
|Brian Cook        |  |     | 48 |  |         
|Mitchell Jacobson |  |     | 70 |  |         
|Mark Levy         |  |     | 68 |  |         
|David M. Cote     |  |     | 68 |  |         



Roger Fradin, serves as our Chairman. Mr. Fradin
has over 40 years of experience acquiring, building, and leading a diverse set of industrial businesses. Mr. Fradin began his career
at Pittway Corporation where he held a variety of roles of increasing responsibility, including President and Chief Executive Officer
of the Security and Fire Solutions segment, and helped lead an entrepreneurial team which transformed Pittway into a $2 billion
world leader in electronic security and fire systems. In 2000, Pittway was acquired by Honeywell International Inc. (NYSE: HON),
or Honeywell. Shortly thereafter, Mr. Fradin assumed the role of President and Chief Executive Officer of Honeywell Automation
and Control Solutions, or ACS. In this role, Mr. Fradin transformed ACS from a business with $7 billion in sales in 2003 focused
predominantly on the U.S. market to a $17 billion in sales (as of 2014) global business leader in the development and manufacture
of environmental controls, life safety products, and building and process solutions. From 2000 to 2017, Mr. Fradin oversaw, directed,
and integrated the acquisition of 60 companies at Honeywell, aggregating billions of dollars in deal value. Mr. Fradin’s
strategy and execution for ACS helped create more than $85 billion of value to Honeywell’s shareholders. During his tenure
at Honeywell, Mr. Fradin also served as Vice Chairman of Honeywell where he was responsible for acquisition strategy for all of
Honeywell. After retiring from Honeywell, Mr. Fradin was named Chairman of Resideo Technologies, Inc. (NYSE: REZI), or Resideo,
a leading provider of home comfort and security solutions. At Resideo, Mr. Fradin recruited the Chief Executive Officer, senior
management team, and Board of Directors as well as installed all public company board processes and procedures. In addition to
Resideo, Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX), MSC Industrial Direct Co., Inc. (NYSE:
MSM), or MSC, Pitney Bowes Inc. (NYSE: PBI), GS Acquisition Holdings Corp. (NYSE: GSAH) and several of The Carlyle Group’s,
or Carlyle, portfolio companies in his capacity as a Carlyle Operating Executive. Mr. Fradin holds a B.S. and M.B.A. from The Wharton
School at the University of Pennsylvania. We believe Mr. Fradin’s significant expertise in business strategy and corporate
finance and management experience makes him well qualified to serve as a director.



Brian Cook, serves as our Chief Executive Officer,
Chief Financial Officer and Director. Mr. Cook has over 20 years of experience within mergers and acquisitions, business development,
and strategic planning across a wide range of industries. Mr. Cook began his career at PricewaterhouseCoopers, or PwC, where he
was responsible for providing business and financial due diligence and transaction structuring services to financial sponsor and
corporate clients on a global basis. While at PwC, Mr. Cook’s transaction experience included Viacom’s acquisition
of CBS, Ingersoll-Rand’s disposal of Ingersoll-Dresser Pump and Ford Motor Company’s acquisition of the Volvo Car Corporation.
Following his tenure at PwC, Mr. Cook served as Vice President of Corporate Development and subsequently Global Head of M&A
at Honeywell, in which he oversaw a global team of approximately 25 people. Over the course of his 17 years at Honeywell, Mr. Cook
aided or led the execution of over 60 buy- and sell-side transactions, most of which were attributable to the ACS segment in which
he partnered directly with Mr. Fradin. These transactions included the acquisitions of Novar plc, Norcross Safety Products and
Intelligrated, among others. During 2018, Mr. Cook led the execution of the tax-free spinoffs of Honeywell’s Home Automation
(Resideo) and Turbochargers (Garrett Motion) businesses. Mr. Cook’s transaction experience includes public and private transactions
across a variety of end markets and product categories. Mr. Cook holds a B.S. from University of Rhode Island. We believe Mr. Cook’s
significant expertise in business strategy and corporate finance and management experience makes him well qualified to serves as
a director.





52







Mitchell Jacobson, serves as a member
of our Board of Directors. Mr. Jacobson began his career in 1976 at MSC Industrial Direct (“MSC”) (NYSE: MSM), a premier
distributor of MRO products and services to industrial customers throughout North America. In 1995, Mr. Jacobson was appointed
to President and Chief Executive Officer of MSC and served as President until 2003 and Chief Executive Officer until 2005. Mr.
Jacobson became Chairman of the Board of MSC in 1998 and transitioned to Non-Executive Chairman in 2013. Mr. Jacobson has served
as a director of Ambrosia Holdings, L.P. (the holding company of TriMark USA, the country’s largest provider of equipment,
supplies, and design services to the foodservices industry) since 2017 and previously served as a director of HD Supply Holdings,
Inc. (NASDAQ: HDS) from 2007 to 2013. Mr. Jacobson is currently a member of the Board of Trustees for New York Presbyterian Hospital,
as well as the hospital’s Investment and Patient Experience committees. Mr. Jacobson also serves as a Trustee for New York
University School of Law. Mr. Jacobson is a graduate of Brandeis University and the New York University School of Law. We believe
Mr. Jacobson’s business strategy expertise makes him well qualified to serve as a director.



Mark Levy, serves as a member of
our Board of Directors. Mr. Levy has over 20 years of experience within the industrials sector. From 2000 to 2014, Mr. Levy served
as President and Chief Executive Officer of Honeywell’s Life Safety division where he led the transformation of the business
into a global leader in commercial fire alarm systems, gas detection, and industrial-grade personal protection equipment. Additionally,
during his tenure, Mr. Levy spearheaded 26 acquisitions, growing sales from $350 million to $3.9 billion. Mr. Levy started his
career at Fire-Lite Alarms, a fire alarm business in Connecticut, which he grew to $50 million before selling to Pittway Corporation,
and then subsequently grew to $350 million before selling to Honeywell. Mr. Levy remained president of Fire-Lite Alarms and in
1987 was additionally named president of NOTIFIER, also acquired by Pittway. Mr. Levy previously served on the board of directors
of the University of New Haven and as Chairman of the board of directors of Easter Seals/Goodwill Industries in Connecticut. Mr.
Levy currently serves a member of the Board of Directors at Quexco, Inc., Eco-Bat Technologies, Sciens Building Solutions and Laticrete
International. Mr. Levy also currently serves as Co-Chairman of the Board of Directors at Potter Electric Signal Co. Mr. Levy holds
a B.S. in Business Administration from the University of Denver and an honorary Doctor of Business from the University of New Haven.
We believe Mr. Levy’s significant expertise in building businesses and corporate finance experience makes him well qualified
to serve as a director.





David
M. Cote, serves as a member of our Board of Directors and was appointed in March 2020. Mr. Cote currently serves as the
Executive Chairman of Vertiv Holdings Co (formerly known as GS Acquisition Holdings Corp). From April 2018 until February 2020,
Mr. Cote served as Chief Executive Officer, President and Secretary and Chairman of the Board of Directors of GS Acquisition Holdings
Corp. Mr. Cote served as Chairman and Chief Executive Officer of Honeywell from July 2002 to March 2017. Most recently, Mr. Cote
was Executive Chairman of the Board of Honeywell until April 23, 2018. He joined Honeywell as President and Chief Executive Officer
in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW Inc., a provider
of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From
February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001
he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of General Electric Company and President
and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank
of New York from March 2014 to March 2018. He previously served as a director of JPMorgan Chase & Co. from July 2007 to July
2013. Mr. Cote earned a bachelor’s degree in business administration from the University of New Hampshire. We believe Mr.
Cote’s significant expertise in building businesses and corporate finance experience makes him well qualified to serve as
a director.





Number and Terms of Office of Officers and Directors



Our board of directors is divided into
three classes with only one class of directors being elected in each year and each class (except for those directors
appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class
of directors, consisting of Mitchell Jacobson, will expire at our first annual meeting of stockholders. The term of office of
the second class of directors, consisting of Mark Levy and David M. Cote, will expire at the second annual meeting of
stockholders. The term of office of the third class of directors, consisting of Roger Fradin and Brian Cook, will expire at
the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our
initial business combination.



Prior to the completion of an initial business
combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.
In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove
a member of the board of directors for any reason.



Pursuant to an agreement to be entered into
concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business
combination will be entitled to nominate three individuals for election to our board of directors.



Our officers are appointed by the board
of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors
is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers
may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary,
Treasurer and such other offices as may be determined by the board of directors.





53







Involvement in certain legal proceedings



There is no material litigation, arbitration
or governmental proceeding currently pending against us or any members of our management team in their capacity as such.



Committees of the Board of Directors



Our board of directors have three standing
committees: an audit committee; a nominating committee; and a compensation committee. Subject to phase-in rules and a limited exception,
the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors, and the rules of the NYSE require that the nominating and compensation committees of a listed company
be comprised solely of independent directors.



Audit Committee



Mark Levy, Mitchell Jacobson and David
M. Cote serve as members of our audit committee, and Mark Levy serves as chairman of the audit committee. Under the NYSE
listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our board of
directors has determined that each of Mark Levy, Mitchell Jacobson and David M. Cote are independent.



Each member of the audit committee is financially
literate and our board of directors has determined that Mark Levy qualifies as an “audit committee financial expert”
as defined in applicable SEC rules.



We have adopted an audit committee charter,
which details the principal functions of the audit committee, including:



| | · | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting
firm and any other independent registered public accounting firm engaged by us;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm
or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and discussing with the independent registered public accounting firm all relationships they have with us in order
to evaluate their continued independence;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | setting clear hiring policies for employees or former employees of the independent registered public accounting firm;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
| | - | -----------------------------------------------------------------------------------------------------



| | · | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i)
the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised
by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by
any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more
independent audits carried out by the firm and any steps taken to deal with such issues;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated
by the SEC prior to us entering into such transaction; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints
or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes
in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





54







Compensation Committee



Mark Levy, Mitchell Jacobson and David
M. Cote serve on our compensation committee, and Mark Levy serves as chairman of the compensation committee. Under the NYSE
listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of
directors has determined that each of Mark Levy, Mitchell Jacobson and David M. Cote are independent.



We have adopted a compensation committee
charter, which details the principal functions of the compensation committee, including:



| | · | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s
compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving on an annual basis the compensation of all of our other officers;
| | - | -----------------------------------------------------------------------------------------



| | · | reviewing on an annual basis our executive compensation policies and plans;
| | - | ---------------------------------------------------------------------------



| | · | implementing and administering our incentive compensation equity-based remuneration plans;
| | - | ------------------------------------------------------------------------------------------



| | · | assisting management in complying with our proxy statement and annual report disclosure requirements;
| | - | -----------------------------------------------------------------------------------------------------



| | · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if required, producing a report on executive compensation to be included in our annual proxy statement; and
| | - | -----------------------------------------------------------------------------------------------------------



| | · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | --------------------------------------------------------------------------------------------------



Notwithstanding the foregoing, as indicated
above, other than the $10,000 per month administrative fee payable to an affiliate of our sponsor and reimbursement of expenses,
no other compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our officers, directors
or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a
business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation
committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.



The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by NYSE and the SEC.



Director Nominations



Mark Levy, Mitchell Jacobson and David
M. Cote serve on our nominating committee, and Mitchell Jacobson serves as chairman of the nominating committee. Under the
NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board
of directors has determined that each of Mark Levy, Mitchell Jacobson and David M. Cote are independent.



The nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers
persons identified by its members, management, stockholders, investment bankers and others.





55







We have established the following guidelines
for selecting director nominees. The guidelines for selecting nominees, which are be specified a charter to be adopted by us, generally
provide that persons to be nominated:



| | · | should have demonstrated notable or significant achievements in business, education or public service;
| | - | ------------------------------------------------------------------------------------------------------



| | · | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors
and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests
of the shareholders.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



The nominating committee considers a number
of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating
a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the
overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does
not distinguish among nominees recommended by shareholders and other persons.



Compensation Committee Interlocks and Insider Participation



None of our executive officers currently
serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that
has one or more executive officers serving on our board of directors.



Code of Ethics



We have adopted a code of ethics that applies
to our officers, directors and employees. We have filed copies of our code of ethics, our audit committee charter and our compensation
committee charter as exhibits to our registration statement in connection with our initial public offering. You may review these
documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics
will be provided without charge upon request to us.



Conflicts of Interest



Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the
future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity
to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations
of our officers arising in the future would materially undermine our ability to complete our business combination.



Mr. Fradin and Mr. Cook have agreed not
to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class
of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business
combination or we have failed to complete our initial business combination within 24 months after the closing of this offering.



Potential investors should also be aware
of the following other potential conflicts of interest:



| | · | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts
of interest in allocating his or her time among various business activities, including in connection with Mr. Fradin’s service
as a director of GS Acquisition Holdings Corp., a special purpose acquisition company that intends to pursue a business combination
in the industrial sector and has already raised funds in its initial public offering.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





56







| | · | Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares
held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have
agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business
combination within 24 months after the closing of our initial public offering. If we do not complete our initial business combination
within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be
used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited
exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the
completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the closing price
of our Class A 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 our
initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock
for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common
stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until
30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or
indirectly own common stock and warrants following our initial public offering, our officers and directors may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
business combination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if
the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement
with respect to our initial business combination.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing
arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance
transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The conflicts described above may not be
resolved in our favor.



In general, officers and directors of a
corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:



| | · | the corporation could financially undertake the opportunity;
| | - | ------------------------------------------------------------



| | · | the opportunity is within the corporation’s line of business; and
| | - | -----------------------------------------------------------------



| | · | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | · | Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating
to presenting business opportunities meeting the above-listed criteria to multiple entities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Below is a table summarizing the
entities to which our executive officers and directors currently have fiduciary duties or contractual
obligations:





|Individual        |  | Entity                                      |  | Entity’s Business                       |  | Affiliation             
|----------------- |  | ------------------------------------------- |  | --------------------------------------- |  | ------------------------
|Roger Fradin      |  | Resideo Technologies, Inc.                  |  | HVAC and Security Technology            |  | Chairman of the Board   
|                  |  | L3Harris Technologies Inc.                  |  | Technology                              |  | Board Member            
|                  |  | MSC Industrial Direct Co., Inc.             |  | Industrial Equipment                    |  | Board Member            
|                  |  | Pitney Bowes Inc.                           |  | Technology                              |  | Board Member            
|                  |  | GS Acquisition Holdings Corp.               |  | Special Purpose Acquisition Corporation |  | Board Member            
|Mitchell Jacobson |  | Trustees for New York Presbyterian Hospital |  | Healthcare                              |  | Board Member            
|                  |  | New York University School of Law           |  | Education                               |  | Trustee                 
|Mark Levy         |  | Quexco, Inc.                                |  | Smelting                                |  | Board Member            
|                  |  | Eco-Bat Technologies                        |  | Recycling Technology                    |  | Board Member            
|                  |  | Sciens Building Solutions                   |  | Fire Protection Technology              |  | Board Member            
|                  |  | Laticrete International                     |  | Chemicals                               |  | Board Member            
|                  |  | Potter Electric Signal Co.                  |  | Manufacturing                           |  | Co-Chairman of the Board
|David M. Cote     |  | Vertiv Holdings Co.                         |  | Electrical Equipment                    |  | Executive Chairman      



57







Brian Cook, our Chief Executive Officer,
Chief Financial Officer and Director, is a party to a non-competition agreement with Honeywell International, Inc. (“Honeywell”)
that expires on May 6, 2020. The non-competition agreement precludes Mr. Cook from, without the written consent of Honeywell, becoming
employed by, performing services for, or otherwise becoming associated with (as an employee, officer, director, principal, agent,
manager, partner, co-partner or consultant or any other individual or representative role) any competing business of Honeywell
prior to expiration. No assurance can be given that Honeywell would provide any consent on terms satisfactory to us or at all.
As a result, we may be precluded from pursuing an initial business combination with certain businesses, which could limit our prospects
for an initial business combination and make us a less attractive buyer to certain target companies. In addition, if our initial
business combination does not cause Mr. Cook to violate the non-competition agreement, no assurance can be given that the combined
company would not in the future engage in competitive activities which would cause Mr. Cook to be in breach of the non-competition
agreement. If a court were to conclude that a violation of this non-competition agreement had occurred, it could extend the term
of Mr. Cook’s non-competition restrictions and/or enjoin Mr. Cook from participating in our company, or enjoin us from engaging
in aspects of the business which compete with Honeywell, as applicable. A court could also impose monetary damages against Mr.
Cook or us. This could materially harm our business and the trading prices of our securities. Even if ultimately resolved in our
favor, any litigation associated with the non-competition agreement could be time consuming, costly and distract management’s
focus from locating suitable acquisition candidates and operating our business. If we are unable to complete our initial business
combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, upon the
liquidation of our trust account and our warrants will expire worthless. Please see “Risk Factors—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 herein.



Accordingly, if any of the above
executive officers or directors becomes aware of a business combination opportunity which is suitable for
any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or
her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it
to us if such entity rejects the opportunity. We do not believe, however, that any of the foregoing fiduciary duties or
contractual obligations will materially affect our ability to complete our business combination. 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.



We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete
our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from
an independent investment banking firm which is a member of FINRA or from an independent accounting firm, that such an initial
business combination is fair to our company from a financial point of view.



We have agreed not to enter into a definitive
agreement regarding an initial business combination without the prior consent of our sponsor. Roger Fradin, who controls both us
and our sponsor, is also a member of the board of directors of GS Acquisition Holdings Corp., a special purpose acquisition company
that intends to pursue a business combination in the industrial sector and has already raised funds in its initial public offering.
Mr. Fradin’s roles at both GS Acquisition Holdings Corp. and as our Chairman led Mr. Fradin to enter into an agreement with
an affiliate of GS Acquisition Holdings Corp. pursuant to which Mr. Fradin has agreed, prior to the earlier of GS Acquisition Holdings
Corp. entering into a definitive agreement regarding its initial business combination or June 12, 2020 (the deadline by which GS
Acquisition Holdings Corp. must enter into an initial business combination), not to pursue, and therefore will not permit our sponsor
to consent to, our entry into a definitive agreement regarding an initial business combination with an entity that has an enterprise
value of greater than $3 billion. In the event that we submit our initial business combination to our public stockholders for a
vote, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after
the offering in favor of our initial business combination and our officers and directors have also agreed to vote any public shares
purchased during or after the offering in favor of our initial business combination.





58







Limitation on Liability and
Indemnification of Officers and Directors



Our amended and restated certificate of
incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,
as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty
as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper
personal benefit from their actions as directors.



We entered into agreements with our officers
and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated
certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for
any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We purchased
a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of
defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors.



These provisions may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of
reducing the likelihood of derivative litigation against 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 officers and directors pursuant to these indemnification provisions.



We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.



| | Item 11. | Executive Compensation
| | -------- | ----------------------



Compensation Discussion and Analysis



In October 2019, our sponsor transferred
35,000 founder shares to each of Mark Levy and Mitchell Jacobson. None of our officers or directors has received any cash compensation
for services rendered to us. Commencing on the date our securities were first listed on the NYSE, we have agreed to pay an affiliate
of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion
of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including
finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates,
for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.



After the completion of our initial business
combination, directors or members of our management team who remain with us may be paid consulting or management fees from the
combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is
unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors
of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be
paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.



We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain
with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain
their positions with us may influence our management’s motivation in identifying or selecting a target business but we do
not believe that the ability of our management to remain with us after the consummation of our initial business combination will
be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements
with our officers and directors that provide for benefits upon termination of employment.





59







| | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
| | -------- | ----------------------------------------------------------------------------------------------



The following table sets forth information
regarding the beneficial ownership of our common stock as of March 30, 2020 based on information obtained from the persons
named below, with respect to the beneficial ownership of shares of our common stock, by:



| | · | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
| | - | -------------------------------------------------------------------------------------------------------------



| | · | each of our executive officers and directors that beneficially owns shares of our common stock; and
| | - | ---------------------------------------------------------------------------------------------------



| | · | all our executive officers and directors as a group.
| | - | ----------------------------------------------------



In the table below, percentage ownership
is based on 34,500,000 shares of our Class A Common Stock (which includes Class A Common Stock that are underlying the Company’s
Units) and 8,625,000 shares of our Class B Common Stock outstanding as of March 30, 2020. Voting power represents the combined
voting power of Class A Common Stock and Class B Common Stock owned beneficially by such person. On all matters to be voted upon,
the holders of the Class A Common Stock and the Class B Common Stock vote together as a single class, except as required by law
or stock exchange rule; provided that only holders of shares of Class B Common Stock have the right to vote on the election of
the Company’s directors prior to the initial business combination. Currently, all of the shares of Class B Common Stock are
convertible into shares of Class A Common Stock on a one-for-one basis. The table below does not include the shares of Class A
Common Stock underlying the private placement warrants held or to be held by our officers or sponsor because these securities are
not exercisable within 60 days of this Report.



Unless otherwise indicated, we believe
that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them.



|Name of Beneficial Owners (1)                                          |  | Class B Common Stock Number of Shares Beneficially Owned |           |  | Class B Common Stock Approximate Percentage of Class |  |      | Class A Common Stock Number of Shares Beneficially Owned |  |  | Class A Common Stock Approximate Percentage of Class |  |  | Approximate Percentage of Voting Control |     
|---------------------------------------------------------------------- |  | -------------------------------------------------------- | --------- |  | ---------------------------------------------------- |  | ---- | -------------------------------------------------------- |  |  | ---------------------------------------------------- |  |  | ---------------------------------------- | ----
|UBS O’Connor LLC(2)                                                    |  |                                                          | —         |  |                                                      |  | —    |                                                          |  |  | 2,625,000                                            |  |  |                                          | 7.61
|Juniper Industrial Sponsor, LLC(3)                                     |  |                                                          | 8,555,000 |  |                                                      |  | 99.2 | %                                                        |  |  | —                                                    |  |  |                                          | —   
|Roger Fradin(3)                                                        |  |                                                          | 8,555,000 |  |                                                      |  | 99.2 | %                                                        |  |  | —                                                    |  |  |                                          | —   
|Brian Cook(3)                                                          |  |                                                          | 8,555,000 |  |                                                      |  | 99.2 | %                                                        |  |  | —                                                    |  |  |                                          | —   
|Mark Levy                                                              |  |                                                          | 35,000    |  |                                                      |  | *    |                                                          |  |  | —                                                    |  |  |                                          | —   
|Mitchell Jacobson                                                      |  |                                                          | 35,000    |  |                                                      |  | *    |                                                          |  |  | —                                                    |  |  |                                          | —   
|All executive officers and
    directors as a group (four individuals) |  |                                                          | 8,625,000 |  |                                                      |  | 99.2 | %                                                        |  |  | —                                                    |  |  |                                          | —   



| | * | Less than one percent.
| | - | ----------------------



| | (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Juniper Industrial Holdings,
Inc., 14 Fairmount Avenue, Chatham, New Jersey 07928.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



60







| | (2) | As
                                         of December 31, 2019, as reported on Schedule 13G filed by UBS O’Connor LLC (“UBS”).
                                         UBS serves as the investment manager to (i) Nineteen77 Global Multi-Strategy Alpha Master
                                         Limited (“GLEA”) and (ii) Nineteen77 Global Merger Arbitrage Master Limited
                                         (“OGMA”). In such capacity, the UBS exercises voting and investment power
                                         over the shares of Class A Common Stock held for the account of GLEA and OGMA. UBS is
                                         a registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
                                         as amended. As a result, UBS may be deemed to have beneficial ownership of the shares
                                         of Class A Common Stock held for the account of GLEA and OGMA. The principal business
                                         office of the Reporting Person is One North Wacker Drive, 32nd Floor, Chicago, Illinois
                                         60606.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Excludes
                                         10,150,000 shares which may be purchased by exercising warrants that are not presently
                                         exercisable. Roger Fradin and Brian Cook have voting and investment discretion with respect
                                         to the shares held of record by the sponsor and may be deemed to have shared beneficial
                                         ownership of the shares of Class B Common Stock directly held by the sponsor.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Changes
in Control



None.



Item
13. Certain Relationships and Related Transactions, and Director Independence



Certain
Relationships and Related Transactions



In
August 2019, our sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000 in cash, or approximately
$0.003 per share. In October 2019, our sponsor transferred 35,000 founder shares to each of Mark Levy and Mitchell Jacobson, our
independent directors. These 70,000 shares were not subject to forfeiture in the event the underwriter’s over-allotment
option is not exercised. The number of founder shares issued was determined based on the expectation that such founder shares
would represent 20.0% of the outstanding shares upon completion of our initial public offering. The founder shares (including
the Class A Common Stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned
or sold by the holder.



Our
sponsor purchased 10,150,000 private placement warrants for a purchase price of $1.00 per whole warrant, or $10,150,000 in the
aggregate, in private placement transactions that occurred simultaneously with the closing of our initial public offering and
the closing of the over-allotment option for our initial public offering. Each private placement warrant entitles the holder to
purchase one share of our Class A Common Stock at $11.50 per share. Warrants may be exercised only for a whole number of shares
of Class A Common Stock. The private placement warrants (including the Class A Common Stock issuable upon exercise of the private
placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.



If
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of
any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such entity. Our officers and directors current have certain relevant
fiduciary duties or contractual obligations that may take priority over their duties to us.



We
have entered into an Administrative Service Agreement with our sponsor, pursuant to which we will pay a total of $10,000 per month
for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or
our liquidation, we will cease paying these monthly fees.



No
compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or
any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business
combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our
or their affiliates and determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.



Prior
to our initial public offering, our sponsor provided an aggregate of $300,000 to us under an unsecured promissory note and in
advances, to be used for a portion of the expenses of our initial public offering. These loans and advances were non-interest
bearing, unsecured and were repaid upon the closing of our initial public offering.



61







In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete an initial business combination, we would repay such loaned amounts. In the event that the 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 warrants
at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if
any, have not been determined and no written agreements exist with respect to such loans.



After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other
fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in
the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such
compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting
held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business
to determine executive and director compensation.



We
have entered into a registration and stockholder rights agreement pursuant to which our sponsor will be entitled to certain registration
rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any)
and the shares of Class A Common Stock issuable upon exercise of the foregoing and upon conversion of the founder shares, and,
upon consummation of our initial business combination, to nominate three individuals for election. The holders of these securities
will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for
sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities
in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. We will bear the costs and expenses of filing any such registration statements.



Policy
for Approval of Related Party Transactions



We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the
transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.



In
addition, our audit committee, pursuant to the audit committee charter, is responsible for reviewing and approving related party
transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit
committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.
A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent
of all of the members of the audit committee will be required to approve a related party transaction. We also require each of
our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information
about related party transactions.



To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is
affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an
opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial
business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements
or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, by us for services rendered to
us prior to or in connection with the completion of our initial business combination. However, the following payments will be
made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering
held in the trust account prior to the completion of our initial business combination:



| | ● | payment
                                         to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office
                                         space, utilities and secretarial and administrative support;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | reimbursement
                                         for any out-of-pocket expenses related to identifying, investigating and completing an
                                         initial business combination; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | repayment
                                         of loans which may be made by our sponsor or an affiliate of our sponsor or certain of
                                         our officers and directors to finance transaction costs in connection with an intended
                                         initial business combination, the terms of which have not been determined nor have any
                                         written agreements been executed with respect thereto. Up to $1,500,000 of such loans
                                         may be convertible into warrants, at a price of $1.00 per warrant at the option of the
                                         lender.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



62







Our
sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the
federal securities laws.



Director
Independence



The
NYSE listing standards require that a majority of our board of directors be independent. An “independent director”
is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship
with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with
the company). Our board of directors has determined that Mark Levy and Mitchell Jacobson are “independent directors”
as defined in the NYSE listing standards and applicable SEC rules. Pursuant to NYSE’s phase-in rules for newly listed companies,
we have one year from the date on which we are first listed on NYSE to for a majority of our board of directors be independent.
Our independent directors will have regularly scheduled meetings at which only independent directors are present.



Item
14. Principal Accountant Fees and Services.



The
following is a summary of fees paid to Marcum LLP (“Marcum”), for services rendered.



Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements
and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for
professional services rendered for the audit of our annual financial statements, review of the financial information included
in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2019, including
services in connection with our initial public offering totaled $57,005. The above amounts include interim procedures and audit
fees, as well as attendance at audit committee meetings.



Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include
attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting
standards. During the year ended December 31, 2019, we did not pay Marcum for consultations concerning financial accounting and
reporting standards.



Tax
Fees. We did not pay Marcum for tax planning and tax advice during the year ended December 31, 2019.



All
Other Fees. We did not pay Marcum for other services during the year ended December 31, 2019.



Pre-Approval
Policy



Our
audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our
board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will
pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees
and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are
approved by the audit committee prior to the completion of the audit).



63







PART
IV



Item
15. Exhibits, Financial Statement Schedules



(a)       The
following documents are filed as part of this Report:



(1)       Financial
Statements



(2)       Financial
Statements Schedule



All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the
required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.



(3)       Exhibits



We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by
reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580,
Washington D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street,
N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.



EXHIBIT
INDEX



|Exhibit
        No. |  | Description                                                                                                                                                          
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                 |  | Amended and Restated Certificate of Incorporation.(1)                                                                                                                
|3.2                 |  | Amended and Restated Bylaws.(1)                                                                                                                                      
|4.1                 |  | Warrant Agreement, dated November 13, 2019, between the Company and Continental Stock Transfer & Trust Company.(2)                                                   
|4.2                 |  | Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.*                                                   
|10.1                |  | Sponsor Warrants Purchase Agreement, dated November 7, 2019 among the Company and Juniper Industrial Sponsor, LLC.(2)                                                
|10.2                |  | Investment Management Trust Account Agreement, dated November 13, 2019, between the Company and Continental Stock Transfer & Trust Company.(2)                       
|10.3                |  | Registration and Stockholder Rights Agreement, dated November 13, 2019, between the Company, Juniper Industrial Sponsor, LLC and certain directors of the Company.(2)
|10.4                |  | Letter Agreement between the Company and Juniper Industrial Sponsor, LLC and each of the officers and directors of the Company.(2)                                   
|10.5                |  | Administrative Support Agreement, dated November 13, 2019, between the Company and Juniper Industrial Sponsor, LLC.(2)                                               
|14.1                |  | Code of Ethics*                                                                                                                                                      
|31.1                |  | Certification of the Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*                                                            
|32.1                |  | Certification of the Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**                                         










| | * | Filed
                                         herewith
| | - | -------------------------------------------------------

| | ** | Furnished
                                         herewith
| | -- | -----------------------------------------------------------

| | (1) | Incorporated
                                         by reference to the Company’s Registration Statement on Form S-1/A, filed with
                                         the SEC on October 29, 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated
                                         by reference to the Company’s Current Report on Form 8-K, filed with the SEC on
                                         November 13, 2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item
16. Form 10-K Summary



Not
applicable.



64







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Shareholders and Board of Directors of
Juniper Industrial Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance
sheet of Juniper Industrial Holdings, Inc. (the “Company”) as of December 31, 2019, the related statements of operations,
changes in stockholders’ equity and cash flows for the period from August 12, 2019 (inception) through December 31, 2019,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its
operations and its cash flows for the period from August 12, 2019 (inception) through December 31, 2019, in conformity with accounting
principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.



/s/ Marcum llp



Marcum llp



We have served as the Company’s auditor since 2019.



New York, NY
March 30, 2020











F-1







JUNIPER
INDUSTRIAL HOLDINGS, INC.

BALANCE
SHEET





|                                                                                                                                                                             |  | December 31, 2019 |            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -----------
|                                                                                                                                                                             |  |                   |            
|Assets:                                                                                                                                                                      |  |                   |            
|Current assets:                                                                                                                                                              |  |                   |            
|Cash                                                                                                                                                                         |  | $                 | 2,456,150  
|Prepaid expenses                                                                                                                                                             |  |                   | 275,686    
|Total current assets                                                                                                                                                         |  |                   | 2,731,836  
|Cash and marketable securities held in Trust Account                                                                                                                         |  |                   | 345,714,541
|Total assets                                                                                                                                                                 |  | $                 | 348,446,377
|                                                                                                                                                                             |  |                   |            
|Liabilities and Stockholders’ Equity:                                                                                                                                        |  |                   |            
|Current liabilities:                                                                                                                                                         |  |                   |            
|Accounts payable                                                                                                                                                             |  | $                 | 75,406     
|Accrued expenses                                                                                                                                                             |  |                   | 166,318    
|Accrued expenses - related party                                                                                                                                             |  |                   | 20,000     
|Franchise tax payable                                                                                                                                                        |  |                   | 77,310     
|Income tax payable                                                                                                                                                           |  |                   | 128,824    
|Total current liabilities                                                                                                                                                    |  |                   | 467,858    
|Deferred underwriting commissions                                                                                                                                            |  |                   | 12,075,000 
|Total liabilities                                                                                                                                                            |  |                   | 12,542,858 
|                                                                                                                                                                             |  |                   |            
|Commitments                                                                                                                                                                  |  |                   |            
|Class A common stock, $0.0001 par value; 33,024,303 shares subject to possible redemption at $10.02 per share                                                                |  |                   | 330,903,516
|                                                                                                                                                                             |  |                   |            
|Stockholders’ Equity:                                                                                                                                                        |  |                   |            
|Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding                                                                                 |  |                   | -          
|Class A common stock, $0.0001 par value; 500,000,000 shares authorized; 1,475,697 shares issued and outstanding (excluding 33,024,303 shares subject to possible redemption) |  |                   | 148        
|Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding                                                               |  |                   | 863        
|Additional paid-in capital                                                                                                                                                   |  |                   | 4,677,369  
|Retained earnings                                                                                                                                                            |  |                   | 321,623    
|Total stockholders’ equity                                                                                                                                                   |  |                   | 5,000,003  
|Total Liabilities and Stockholders’ Equity                                                                                                                                   |  | $                 | 348,446,377



The
accompanying notes are an integral part of these financial statements.



F-2







JUNIPER
INDUSTRIAL HOLDINGS, INC.

STATEMENT
OF OPERATIONS

FOR
THE PERIOD FROM AUGUST 12, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019



|General and administrative expenses                            |  | $ | 186,884   |  
|-------------------------------------------------------------- |  | - | --------- | -
|Franchise tax expense                                          |  |   | 77,310    |  
|Loss from operations                                           |  |   | (264,194  | )
|                                                               |  |   |           |  
|Other income:                                                  |  |   |           |  
|Interest income in operating account                           |  |   | 100       |  
|Interest earned on marketable securities held in Trust Account |  |   | 690,662   |  
|Unrealized gain on marketable securities held in Trust Account |  |   | 23,879    |  
|Income before income tax expense                               |  |   | 450,447   |  
|Income tax expense                                             |  |   | (128,824  | )
|Net income                                                     |  | $ | 321,623   |  
|                                                               |  |   |           |  
|Weighted average shares outstanding, basic and diluted (1)     |  |   | 8,505,410 |  
|                                                               |  |   |           |  
|Basic and diluted net loss per share                           |  | $ | (0.02     | )



(1) This number
excludes an aggregate of up to 33,024,303 shares subject to possible redemption at December 31, 2019.



The
accompanying notes are an integral part of these financial statements.



F-3







JUNIPER
INDUSTRIAL HOLDINGS, INC.

STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR
THE PERIOD FROM AUGUST 12, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019





|                                                                   |  | Common Stock |             |   | Additional |   |        |         |  |  | Total     | 
|------------------------------------------------------------------ |  | ------------ | ----------- | - | ---------- | - | ------ | ------- |  |  | --------- | 
|                                                                   |  | Class A      |             |   | Class B    |   |        | Paid-In |  |  | Retained  | 
|                                                                   |  | Shares       |             |   | Amount     |   |        | Shares  |  |  | Amount    | 
|Balance - August 12, 2019 (inception)                              |  |              | -           |   |            | $ | -      |         |  |  | -         | 
|Issuance of Class B common stock to Sponsor (“Founder Shares”)     |  |              | -           |   |            |   | -      |         |  |  | 8,625,000 | 
|Sale of units in initial public offering, gross                    |  |              | 34,500,000  |   |            |   | 3,450  |         |  |  | -         | 
|Offering costs                                                     |  |              | -           |   |            |   | -      |         |  |  | -         | 
|Sale of private placement warrants to Sponsor in private placement |  |              | -           |   |            |   | -      |         |  |  | -         | 
|Common stock subject to possible redemption                        |  |              | (33,024,303 | ) |            |   | (3,302 | )       |  |  | -         | 
|Net income                                                         |  |              | -           |   |            |   | -      |         |  |  | -         | 
|Balance - December 31, 2019                                        |  |              | 1,475,697   |   |            | $ | 148    |         |  |  | 8,625,000 | 



The
accompanying notes are an integral part of these financial statements.



F-4







JUNIPER
INDUSTRIAL HOLDINGS, INC.

STATEMENT
OF CASH FLOWS





|Cash Flows from Operating Activities:                                            |  |   |             
|-------------------------------------------------------------------------------- |  | - | ------------
|Net income                                                                       |  | $ | 321,623     
|Adjustments to reconcile net income to net cash used in operating activities:    |  |   |             
|Interest earned on marketable securities held in Trust                           |  |   | (690,662    
|Unrealized gain on marketable securities held in Trust Account                   |  |   | (23,879     
|Changes in operating assets and liabilities:                                     |  |   |             
|Prepaid expenses                                                                 |  |   | (275,686    
|Accounts payable                                                                 |  |   | 1,157       
|Accrued expenses                                                                 |  |   | 81,318      
|Accrued expenses - related party                                                 |  |   | 20,000      
|Franchise tax payable                                                            |  |   | 77,310      
|Income tax payable                                                               |  |   | 128,824     
|Net cash used in operating activities                                            |  |   | (359,995    
|                                                                                 |  |   |             
|Cash Flows from Investing Activities                                             |  |   |             
|Investment of cash in Trust Account                                              |  |   | (345,000,000
|Net cash used in investing activities                                            |  |   | (345,000,000
|                                                                                 |  |   |             
|Cash Flows from Financing Activities:                                            |  |   |             
|Proceeds from issuance of Class B common stock to Sponsor                        |  |   | 25,000      
|Proceeds from note payable from related parties                                  |  |   | 97,031      
|Repayment of note payable from related parties                                   |  |   | (97,031     
|Proceeds received from initial public offering, gross                            |  |   | 345,000,000 
|Proceeds received from private placement                                         |  |   | 10,150,000  
|Offering costs paid                                                              |  |   | (7,673,855  
|Reimbursement from underwriters for certain offering costs                       |  |   | 315,000     
|Net cash provided by financing activities                                        |  |   | 347,816,145 
|                                                                                 |  |   |             
|Net change in cash                                                               |  |   | 2,456,150   
|                                                                                 |  |   |             
|Cash - beginning of the period                                                   |  |   | -           
|Cash - end of the period                                                         |  | $ | 2,456,150   
|                                                                                 |  |   |             
|Supplemental disclosure of noncash activities:                                   |  |   |             
|Offering costs included in accrued expenses                                      |  | $ | 85,000      
|Offering costs included in accounts payable                                      |  | $ | 74,249      
|Deferred underwriting commissions in connection with the initial public offering |  | $ | 12,075,000  
|Initial value of common stock subject to possible redemption                     |  | $ | 330,609,260 
|Change in value of common stock subject to possible redemption                   |  | $ | 294,256     



The
accompanying notes are an integral part of these financial statements.



F-5







JUNIPER
INDUSTRIAL HOLDINGS, INC.

NOTES
TO FINANCIAL STATEMENTS



Note
1—Description of Organization, Business Operations and Basis of Presentation



Juniper
Industrial Holdings, Inc. (the “Company”) was incorporated in Delaware on August 12, 2019. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the “Business Combination”). Although the Company is not limited to
a particular industry, sector or geographical location for purposes of consummating a Business Combination, the Company intends
to focus its search for a target business in the industrial sector. The Company is an emerging growth company and, as such, the
Company is subject to all of the risks associated with emerging growth companies.



As
of December 31, 2019, the Company had not commenced any operations. All activity for the period from August 12, 2019 (inception)
through December 31, 2019 relates to the Company’s formation and the initial public offering (the “Initial Public
Offering”) described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on cash and marketable
securities from the proceeds derived from the Initial Public Offering held in Trust Account (as defined below). The Company has
selected December 31 as its fiscal year end.



The
Company’s sponsor is Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s Initial Public Offering was declared effective on November 7, 2019. The
Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A
common stock included in the Units being offered, the “Public Shares”), including 4,500,000 additional Units to cover
over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $345.00 million,
and incurring offering costs of approximately $19.59 million, inclusive of approximately $12.08 million in deferred
underwriting commissions (Note 5).



Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”)
of 10,150,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating proceeds of $10.15 million
(Note 4).



Upon
the closing of the Initial Public Offering and the Private Placement, $345.00 million ($10.00 per Unit) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust
Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee,
and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the
Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described
below.



As
of December 31, 2019, the Company had approximately $2.5 million in cash held outside of
the Trust Account.The Company’s management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although all of the net proceeds of
the Initial Public Offering and certain of the proceeds of the sale of the Private Placement Warrants are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market
value of at least 80% of the net assets held in the Trust Account (as defined below) excluding the amount of any deferred underwriting
discount held in trust and taxes on the income earned on the trust account) at the time of the agreement to enter into the initial
Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns
or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act.



F-6







The
Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share,
sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of
their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will
seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust
Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed
to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company
will pay to the underwriter (as discussed in Note 5). These Public Shares are recorded at redemption value and classified as temporary
equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with
a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination
and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law
and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to
its Amended and Restated Certificate of Incorporation (as it may be amended and restated, the “Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”)
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of
the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company
will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for
or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the
initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below) and any Public Shares purchased
during or after the Initial Public Offering in favor of such Business Combination. In addition, the initial stockholders have
agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion
of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business
Combination without the prior consent of the Sponsor.



Notwithstanding
the foregoing, the 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
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.



The
Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an
amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide
holders of our Class A common stock the right to have their shares redeemed or to redeem 100% of the Public Shares if the
Company does not complete a Business Combination within the time frame described below or with respect to any other provisions
relating to the rights of holders of Public Shares, unless the Company provides the Public Stockholders with the opportunity to
redeem their Public Shares in conjunction with any such amendment.



If
the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering,
or November 13, 2021 (the “Combination Period”), the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its 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 the Company’s remaining stockholders and its
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law.



F-7







The
initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to
complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares
in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect
to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has
agreed to waive its rights to the deferred underwriting commission (Note 5) held in the Trust Account in the event the Company
does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with
the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of
such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including
Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to
be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered
public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the
Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”),
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 due to reductions in the value of the trust assets as 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 the Company
to pay its franchise and income taxes. This liability will not apply with respect to any claims by a third party or Target that
executed an agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement
is enforceable or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The
Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers, Targets or other entities with which the Company does business, execute
agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.



Liquidity
and Capital Resources



As
indicated in the accompanying financial statements, at December 31, 2019, the Company had approximately $2.5 million in cash,
and working capital of approximately $2.5 million(not
taken into account franchise and income tax obligations),and approximately
$715,000 of interest available to pay for its taxes.



The
Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of
$25,000 from the sale of the Founders Shares (as defined in Note 4), and loans from the Sponsor of approximately $97,000. The
loan was repaid in full on November 15, 2019. Subsequent from the consummation of the Initial Public Offering, the Company’s
liquidity has been satisfied through the net proceeds received from the consummation of the Initial Public Offering and the Private
Placement.



Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its
needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the
Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business
Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the
target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.



Basis
of Presentation



The
accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.



Emerging
Growth Company



The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved.



Further,
section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth 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. The Company has 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, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.



F-8







This
may make comparison of the Company’s financial statements with those of another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.



Note
2—Summary of Significant Accounting Policies



Concentration
of Credit Risk



Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2019, the Company has
not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.



Financial
Instruments



The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.



Use
of Estimates



The
preparation of the balance sheet in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet,
which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly,
the actual results could differ from those estimates.



Cash
and marketable securities held in Trust Account



At
December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills.



Offering
Costs Associated with the Initial Public Offering



Offering
costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly
related to the Initial Public Offering, and were charged to stockholders’ equity upon the completion of the Initial Public
Offering.



Class A
common stock subject to possible redemption



The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic
480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is
classified as liability instruments and are measured at fair value. Conditionally redeemable



Class A
common stock (including Class A 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 the Company’s control) are classified
as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s
Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and
subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019, 33,024,303 shares of Class A common
stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the
Company’s balance sheet.



Net
Loss Per Share of Common Stock



Net
loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the
period. An aggregate of 33,024,303 shares of common stock subject to possible redemption at December 31, 2019 has been excluded
from the calculation of basic loss per share of common stock, since such shares, if redeemed, only participate in their pro rata
share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including
the consummation of the Over-allotment) and Private Placement to purchase an aggregate of 27,400,000 shares of the Company’s
common stock in the calculation of diluted loss per share, since they are not yet exercisable.



F-9







Reconciliation
of net loss per share of common stock



The
Company’s net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as
these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic
and diluted loss per share of common stock is calculated as follows:



|                                                                         |  | For the  period from           |          
|------------------------------------------------------------------------ |  | ------------------------------ | ---------
|                                                                         |  | August 12, 2019 (inception)    |          
|                                                                         |  | through
    December  31, 2019 |          
|Net income                                                               |  | $                              | 321,623  
|Less: Income attributable to common stock subject to possible redemption |  |                                | (486,647 
|Adjusted net loss                                                        |  | $                              | (165,024 
|                                                                         |  |                                |          
|Weighted average common stock outstanding, basic and diluted             |  |                                | 8,505,410
|                                                                         |  |                                |          
|Basic and diluted net loss per share of common stock                     |  | $                              | (0.02    



Income
Taxes



The
Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of December
31, 2019.



FASB
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more
likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December
31, 2019. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The
Company’s currently taxable income primarily consists of interest earned and unrealized gain on marketable securities held
in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not
currently deductible. The Company’s effective tax rate for the period from August 12, 2029 (inception) through December
31, 2019 was 28.6%, which differ from the expected income tax rate due to the start-up costs (discussed above) which are not currently
deductible.



No
amounts were accrued for the payment of interest and penalties as of December 31, 2019. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position. The Company
is subject to income tax examinations by major taxing authorities since inception.



Recent
Accounting Pronouncements



The
Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements,
if currently adopted, that would have a material effect on the Company’s financial statements.



F-10







Note
3—Initial Public Offering



On
November 13, 2019, the Company sold 34,500,000 Units, including 4,500,000 Over-Allotment Units, at a price of $10.00 per
Unit, generating gross proceeds of $345.00 million, and incurring offering costs of approximately $19.59 million,
inclusive of approximately $12.08 million in deferred underwriting commissions.



Each
Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each,
a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock
at a price of $11.50 per share, subject to adjustment (Note 6).



Note
4—Related Party Transactions



Founder
Shares



On
August 29, 2019, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B
common stock, par value $0.0001 per share, for an aggregate price of $25,000. On October 10, 2019, the Sponsor transferred
35,000 Founder Shares to each of the Company’s independent directors. The initial stockholders agreed to forfeit up to 1,125,000
Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. The forfeiture
would be adjusted to the extent that the over-allotment option was not exercised in full by the underwriter so that the Founder
Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter
exercised its over-allotment option in full on November 13, 2019; thus, the Founder Shares were no longer subject to forfeiture.



The
initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
one year after the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination,
(i) the last sale price of the Company’s Class A 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 initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger,
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of common stock for cash, securities or other property.



Private
Placement Warrants



On
November 13, 2019, the Company sold 10,150,000 Private Placement Warrants at a price of $1.00 per Private Placement
Warrant to the Sponsor, generating gross proceeds of $10.15 million.



Each
Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. A portion
of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering
held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private
Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable under certain redemption scenarios
and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.



The
Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or
sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.



Related
Party Loans



On
August 29, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial
Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable
upon the completion of the Initial Public Offering. Prior to the consummation of the Initial Public Offering, the Company has
borrowed approximately $97,000 under the Note. The Company repaid this Note in full on November 15, 2019.



In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would
be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated, the Company
may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000
of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per
warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company had no Working Capital Loans
outstanding.



F-11







Administrative
Services Agreement



Upon
closing of the Initial Public Offering and continuing until the earlier of the Company’s consummation of a Business Combination
or the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial
support and administrative services. The Company incurred $20,000 in expenses in connection with such services and recorded in
general and administrative expenses in the Statement of Operations for the period from August 12, 2019 (inception) through December
31, 2019. As of December 31, 2019, the Company had $20,000 in accrued expenses for related party in connection with such services
in the accompanying Balance Sheet.



The
Sponsor and the Company’s officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence
on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were
made to the Sponsor or the Company’s officers, directors or their affiliates and will determine which expenses and the amount
of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on the Company’s behalf.



Note
5—Commitments



Registration
and Stockholder Rights



The
holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,
if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights pursuant to a registration and stockholder rights agreement entered into in connection with the consummation of the Initial
Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the
registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under
the Securities Act to become effective until the termination of the applicable lock-up period for the
securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.



Underwriting
Agreement



The
underwriter was entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing
of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.08 million in the aggregate will be payable
to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts
held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement. The Underwriter has agreed to reimburse the Company $315,000 for expenses under certain circumstances. The Company
received such reimbursement on November 14, 2019.



Note
6—Stockholders’ Equity



Class A
Common Stock—The Company is authorized to issue 500,000,000 shares of Class A common stock with a par
value of $0.0001 per share. As of December 31, 2019, there were 34,500,000 shares of Class A common stock issued or outstanding,
including 33,024,303 shares of Class A common stock subject to possible redemption.



Class B
Common Stock—The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value
of $0.0001 per share. As of December 31, 2019, there were 8,625,000 shares of Class B common stock outstanding.



Prior
to the initial Business Combination, only holders of the Company’s Class B common stock will have the right to vote
on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors
during such time. These provisions of the Certificate of Incorporation may only be amended if approved by holders representing
a majority of the Class B common stock voting. With respect to any other matter submitted to a vote of the Company’s
stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or
stock exchange rule, holders of the Company’s Class A common stock and holders of the Company’s Class B
common stock will vote together as a single class, with each share entitling the holder to one vote.



F-12







The
Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination
on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common
stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering
and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert
into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares
of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the Business Combination).



Preferred
Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share,
with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s
board of directors. As of December 31, 2019, there were no shares of preferred stock issued or outstanding.



Warrants—Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the
Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after
the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each
case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common
stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits
holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the
Securities Act). The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing
of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement
for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public
Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance
with the provisions of the warrant agreement. Notwithstanding the above, if the 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, the Company may, at its option, require holders of Public Warrants who exercise
their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants
will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.



The
Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of
Class A common stock issuable upon exercise of the Private Placement Warrants, will not be transferable, assignable or salable
until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants will be non-redeemable under certain scenarios so long as they are held by the Sponsor
or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company under all scenarios and exercisable by such holders on the same
basis as the Public Warrants.



The
Company may call the Public Warrants for redemption:



| | ● | in
whole and not in part;
| | - | -------------------------



| | ● | at
a price of $0.01 per warrant;
| | - | --------------------------------



| | ● | upon
a minimum of 30 days’ prior written notice of redemption; and
| | - | ------------------------------------------------------------------



| | ● | if,
and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days
within the 30-trading day period ending on the third business day prior to the date on which the Company
sends the notice of redemption to the warrant holders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-13







Commencing
90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants for Class A common stock:



| | ● | in
whole and not in part;
| | - | -------------------------



| | ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to a table in
the warrant agreement based on the redemption date and the “fair market value” the Company’s Class A common
stock (the “fair market value” of the Class A common stock shall mean the average last reported sale price of
the 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);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | if,
and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock
splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company
sends the notice of redemption to the warrant holders;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | if,
and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of
Class A common stock) as the outstanding Public Warrants, as described above; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | if,
and only if, there is an effective registration statement covering the issuance of the Class A common stock issuable upon
exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written
notice of redemption is given, or an exemption from registration is available.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.



The
exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain
circumstances including in the event of stock splits, stock dividends, recapitalization, reorganization, merger or consolidation.
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital
raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price
of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and,
(i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held
by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer
of Founder Shares or private placement warrants (including if such transfer is effectuated as a surrender to the Company and subsequent
reissuance by the Company) by the Sponsor in connection with such issuance)) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting
on the trading day prior to the day on which we consummate the initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company will recognize the
value of the exercise price reset provision if and when it becomes triggered, by recognizing the value of the effect of the exercise
price reset as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share.



In
no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive
any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.



Note
7 — Fair Value Measurements



The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value
at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.



F-14







The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company
would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable
inputs used in order to value the assets and liabilities:



|Level 1: | Quoted
    prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
    transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
    basis.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                        
|Level 2: | Observable
    inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or
    liabilities and quoted prices for identical assets or liabilities in markets that are not active.                                        
|         |                                                                                                                                                                                                                                                                                        
|Level 3: | Unobservable
    inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.                                                                                                                                               



The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at
December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:



|Description                                          |  |  | Level |   |  | December  31,  2019 |  
|---------------------------------------------------- |  |  | ----- | - |  | ------------------- | -
|Assets:                                              |  |  |       |   |  |                     |  
|Cash and marketable securities held in Trust Account |  |  |       | 1 |  |                     | $



Approximately
$1,400 of the balance held in Trust Account was held in cash as of December 31, 2019.



Note
8 – Income Taxes



The
Company’s net deferred tax assets are as follows:



|                                                               |  | December 31, 2019 |        
|-------------------------------------------------------------- |  | ----------------- | -------
|Deferred tax assets:                                           |  |                   |        
|Startup/organizational costs                                   |  |                   | 39,232 
|Total deferred tax assets                                      |  |                   | 39,232 
|Valuation Allowance                                            |  |                   | (34,217
|                                                               |  |                   |        
|Deferred tax liabilities:                                      |  |                   |        
|Unrealized gain on marketable securities held in Trust Account |  |                   | (5,015 
|Total deferred tax liabilities                                 |  |                   | (5,015 
|Net Deferred tax assets/(liabilities), net of allowance        |  | $                 | -      



The
income tax provision consists of the following:





|                              |  | For the period from                                                                                       |        
|----------------------------- |  | --------------------------------------------------------------------------------------------------------- | -------
|                              |  | August 12, 2019 (inception)                                                                               |        
|                              |  | through
                                                                                December 31, 2019 |        
|Current                       |  |                                                                                                           |        
|Federal                       |  | $                                                                                                         | 128,824
|State                         |  |                                                                                                           | -      
|Deferred                      |  |                                                                                                           |        
|Federal                       |  |                                                                                                           | 34,217 
|State                         |  |                                                                                                           | -      
|Change in valuation allowance |  |                                                                                                           | (34,217
|Income tax provision expense  |  | $                                                                                                         | 128,824



F-15







In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.
For the period from August 12, 2019 (inception) through December 31, 2019, the change in the valuation allowance was approximately
$34,000.



A
reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:



|                                        |  | December 
    31, 2019 |     
|--------------------------------------- |  | ---------------------- | ----
|Statutory federal income tax rate       |  |                        | 21.0
|State taxes, net of federal tax benefit |  |                        | 0.0 
|Federal tax rate change                 |  |                        | 0.0 
|Valuation allowance                     |  |                        | 7.6 
|Income tax provision expense            |  |                        | 28.6



The
Company’s major tax jurisdiction is the United States. All of the Company’s tax years will remain open three years
for examination by the Federal authorities from the date of utilization of the net operating loss. The Company does not have any
tax audits pending.



Note
9—Subsequent Events



The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
statements were issued. Based upon this review, except as disclosed elsewhere in these financial statements, the Company did not
identify any other subsequent events that would have required adjustment or disclosure in the balance sheets.



F-16







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|March 30, 2020 | JUNIPER INDUSTRIAL HOLDINGS, INC.
|-------------- | ---------------------------------
|               |                                  
|               | By:                              
|               | Name:                            
|               | Title:                           
|               |                                  



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                  |  | Position                                                      |  | Date          
|--------------------- |  | ------------------------------------------------------------- |  | --------------
|                      |  |                                                               |  |               
|/s/ Roger Fradin      |  | Chairman of the Board of Directors                            |  | March 30, 2020
|Roger Fradin          |  |                                                               |  |               
|                      |  |                                                               |  |               
|/s/ Brian Cook        |  | Chief Executive Officer, Chief Financial Officer and Director |  | March 30, 2020
|Brian Cook            |  | (Principal Executive and Financial Officer)                   |  |               
|                      |  |                                                               |  |               
|/s/ Mitchell Jacobson |  | Director                                                      |  | March 30, 2020
|Mitchell Jacobson     |  |                                                               |  |               
|                      |  |                                                               |  |               
|/s/ Mark Levy         |  | Director                                                      |  | March 30, 2020
|Mark Levy             |  |                                                               |  |               
|                      |  |                                                               |  |               
|/s/ David M. Cote     |  | Director                                                      |  | March 30, 2020
|David M. Cote         |  |                                                               |  |               





F-17