UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



| | x | 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: 001-39092



Galileo
Acquisition Corp.

(Exact name of registrant as specified
in its charter)



|Cayman islands                                                         |  | N/A                                            
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification Number)



|1049 Park Ave. 14A
New York, NY          |  | 10028     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s telephone number: (347)
517-1041



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 ordinary
        share and one Redeemable Warrant                     |  | GLEO.U            |  | The New York Stock Exchange               |  |  | 
|Ordinary Shares, par value $0.0001 per share                                                        |  | GLEO              |  | The New York Stock Exchange               |  |  | 
|Redeemable Warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 |  | GLEO 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 x



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 x



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 x   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 x   No  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.
See 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     x | Smaller reporting company x
|                            | Emerging growth company x  



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   x   No   ̈





As of June 28, 2019, the last business day of the registrant’s
most recent second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began
trading on the New York Stock Exchange (the “NYSE”) on October 18, 2019 and the registrant’s ordinary shares
and redeemable warrants began trading on the NYSE on November 14, 2019. The aggregate market value of the ordinary shares 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 ordinary shares on March 24, 2020, as reported on the NYSE, was approximately $132,804,000.
























TABLE OF CONTENTS



|         |                                                                                                                  | PAGE
|-------- | ---------------------------------------------------------------------------------------------------------------- | ----
|PART I   |                                                                                                                  | 5   
|Item 1.  | Business                                                                                                         | 5   
|Item 1A. | Risk Factors                                                                                                     | 16  
|Item 1B. | Unresolved Staff
    Comments                                                                                    | 36  
|Item 2.  | Properties                                                                                                       | 36  
|Item 3.  | Legal Proceedings                                                                                                | 36  
|Item 4.  | Mine Safety Disclosures                                                                                          | 36  
|         |                                                                                                                  |     
|PART II  |                                                                                                                  | 37  
|Item 5.  | Market for Registrant’s
    Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 37  
|Item 6.  | Selected Financial
    Data                                                                                      | 37  
|Item 7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                        | 37  
|Item 7A. | Quantitative and
    Qualitative Disclosures About Market Risk                                                   | 40  
|Item 8.  | Financial Statements
    and Supplementary Data                                                                  | 40  
|Item 9.  | Changes in and Disagreements
    with Accountants on Accounting and Financial Disclosure                         | 40  
|Item 9A. | Controls and Procedures                                                                                          | 40  
|Item 9B. | Other Information                                                                                                | 40  
|         |                                                                                                                  |     
|PART III |                                                                                                                  | 41  
|Item 10. | Directors, Executive
    Officers and Corporate Governance                                                       | 41  
|Item 11. | Executive Compensation                                                                                           | 47  
|Item 12. | Security Ownership
    of Certain Beneficial Owners and Management and Related Stockholder Matters               | 48  
|Item 13. | Certain Relationships
    and Related Transactions, and Director Independence                                    | 49  
|Item 14. | Principal Accounting
    Fees and Services                                                                       | 51  
|         |                                                                                                                  |     
|PART IV  |                                                                                                                  |     
|Item 15. | Exhibits and Financial
    Statement Schedules                                                                   | 51  
|Item 16. | Form 10-K Summary                                                                                                | 52  





2







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 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the
words “believes,” “estimates,” “anticipates,” “expects,” “intends,”
 “plans,” “may,” “will,” “potential,” “projects,” “predicts,”
 “continue,” 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:



| | · | ability to identify or complete
    an initial business combination;
| | - | --------------------------------------------------------------------



| | · | limited operating history;
| | - | --------------------------



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



| | · | potential ability to obtain
    additional financing to complete a business combination;
| | - | ----------------------------------------------------------------------------------------



| | · | pool of prospective target
    businesses;
| | - | ------------------------------------------



| | · | the ability of our officers
    and directors to generate potential investment opportunities;
| | - | ---------------------------------------------------------------------------------------------



| | · | potential change in control
    if we acquire one or more target businesses for shares;
| | - | ---------------------------------------------------------------------------------------



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



| | · | regulatory or operational risks
    associated with acquiring a target business;
| | - | --------------------------------------------------------------------------------



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



| | · | financial performance following
    this offering; or
| | - | -----------------------------------------------------



| | · | listing or delisting of our
    securities from the NYSE or the ability to have our securities listed on the NYSE following our initial business combination.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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.





3







Unless otherwise stated in this report, or the context otherwise
requires, references to:



| | · | “ordinary shares” are to our ordinary shares, par value
$0.0001 per share;
| | - | --------------------------------------------------------------------------



| | · | “founder shares” are to our ordinary shares initially
purchased by our sponsor in a private placement prior to our initial public offering;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | “initial shareholders” are to our sponsor and any other
holders of our founder shares (or their permitted transferees);
| | - | -----------------------------------------------------------------------------------------------------------------------



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



| | · | “private warrants” are to the warrants issued to our sponsor
and EarlyBirdCapital, Inc. in a private placement simultaneously with the closing of our initial public offering;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public shares” are to our ordinary shares sold as part
of the units in our initial public offering (whether they were purchased in such offering or thereafter in the open market);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public shareholder” are to the holders of our public
shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management
team purchase public shares, provided that each initial shareholder and member of our management team’s status as a “public
shareholder” shall only exist with respect to such public shares;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “public warrants” are to our redeemable warrants 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) and to any private warrants or warrants issued upon conversion of working capital loans that are sold to third
parties that are not initial shareholders or executive officers or directors (or permitted transferees) following the consummation
of our initial business combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “sponsor” are to Galileo Founders Holdings, L.P., a Delaware
limited partnership;
| | - | ---------------------------------------------------------------------------------



| | · | “warrants” are to our redeemable warrants, which includes
the public warrants as well as the private warrants to the extent they are no longer held by the initial shareholders of the private
warrants or their permitted transferees; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “we,” “us,” “company” or “our
company” are to Galileo Acquisition Corp.
| | - | -----------------------------------------------------------------------





4







PART I



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



We are
an early stage Cayman Islands exempted company structured as a blank check company for the purpose of effecting a merger, share
exchange, asset acquisition, share 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 have concentrated our
efforts in identifying businesses operating in the Consumer, Retail, Food and Beverage, Fashion and Luxury, Specialty Industrial,
Technology or Healthcare sectors which are headquartered in Western Europe, with an emphasis on Italian family-owned businesses,
portfolio companies of private equity funds, or corporate spin-offs, and that have significant North American exports and a clearly
defined North American high growth strategy.



We leverage
the substantial proprietary deal sourcing, investing and operating expertise of our management team and strategic advisors, including
their relationships with leading business leaders and entrepreneurs in Western Europe. Our team members collectively have significant
experience in middle market private equity and investment banking, and our Chairman and Chief Executive Officer, Luca Giacometti,
has already sponsored four special purpose acquisition vehicles in the Italian market, all of which completed their respective
business combinations.



In addition,
we intend to leverage the deep relationships and long-standing experience that our management team and strategic advisors command
in the global private equity asset management industry. We believe that this combination of relationships and experience puts us
in an excellent position to locate potential targets, particularly those owned by private equity funds.



Business Strategy and Acquisition
Criteria



Based on
our management team’s experience, including prior special purpose acquisition companies, we have developed the following
investment criteria that we have used and intend to continue to use to screen and evaluate prospective target businesses.



| | • | Export Oriented with
                                         Leading Industry Position and Competitive Market Advantage. We have focused
                                         our search on businesses based in Western Europe with strong ties and exports to the
                                         North American market, and businesses based in the United States with strong ties and
                                         exports to Western Europe, within industries that we believe have strong fundamentals,
                                         favorable prospects and a high likelihood of generating strong risk-adjusted returns
                                         for our shareholders. The factors we consider include management’s credentials,
                                         growth prospects, competitive dynamics, level of industry consolidation, need for capital
                                         investment, intellectual property, barriers to entry, and merger terms. We have also
                                         focused on companies based in Italy that represent the best of the “Made in Italy”
                                         brand, reflecting the superior engineering, quality craftsmanship and avant-garde style
                                         with which we believe Italian products are synonymous. We analyze the strengths and weaknesses
                                         of the target business relative to its competitors, focusing on product quality, customer
                                         loyalty, switching costs, patent protection and brand positioning. We also seek to acquire
                                         a business with diversified customer and supplier bases, and competitive advantages,
                                         which help protect its market position, sustain profitability and deliver strong free
                                         cash flow. We may also acquire a target with strong underlying fundamentals, but which
                                         is not properly capitalized. We do not intend to acquire start-up companies, although
                                         we are not prohibited from doing so.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Potential to Grow, including Through Further Acquisition Opportunities. We seek
to acquire a business which has the potential to supplement its organic growth with a pipeline of potentially actionable accretive
acquisitions, particularly in the North American market. We will work with the ongoing management team to develop the business
strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating
and maintaining the optimal capital structure for growth.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





5







| | • | Stable Free Cash Flow, Prudent Debt and Financial Visibility. We seek to acquire
a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow.
To support the free cash flow and maintain a strong balance sheet, we seek to limit debt immediately following an initial business
combination to levels below 3x EBITDA on a normalized, prospective basis. To provide reliable guidance, we also seek to acquire
a business that has strong visibility on forward financial performance and straightforward operating metrics. We also seek to avoid
businesses that are extremely sensitive to macroeconomic conditions and industry cycles.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Experienced Management Team. We seek to acquire a businesses that has an experienced
management team with a proven track record for producing corporate growth, enhancing profitability, generating positive free cash
flow, and with an ability to clearly and confidently articulate the business plan and market opportunities to public market investors.
A management team with demonstrable acquisition integration experience would be viewed favorably. Where necessary, we may also
look to complement and enhance the capabilities of the target business’s management team and our board of directors by recruiting
additional talent through our network of contacts or otherwise. This may include recruiting experienced industry professionals
to assist in our evaluation of the opportunity and marketing of the business combination prior to its completion, who may ultimately
assume an ongoing role with the business or board. While not a requirement, we would prefer opportunities where members of the
management team of the target have experience as public company officers or other substantive public market experience.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Sourced on a Proprietary Basis. We do not expect to participate in broadly marketed
processes, but rather will aim to leverage our extensive network to source a proprietary initial business combination. Notwithstanding
the foregoing, we would consider participating in a process that is focused primarily on special purpose acquisition companies,
where we would not compete with a conventional initial public offering or private equity acquisition, or at the tail end of a process
when other alternatives have been eliminated, on the strength of our prior experience in closing business combinations or because
our company is most appropriately sized to the target.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Preparedness for the Process and Public Markets. We seek
to acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems
and controls required in the public markets.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 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, as discussed in this prospectus, would be
in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.



Competitive Advantages



Experienced
Management Team. Our management team and strategic advisors have a substantial middle-market cross-border investment track
record and advisory experience, significant knowledge of both the North American and Western European markets, access to proprietary
deal flow on a pan-European basis, and strong relationships with Italian business leaders and entrepreneurs. We believe their backgrounds
allow us access to proprietary investment opportunities and position us to successfully navigate local business norms. In addition,
our Chairman and Chief Executive Officer has prior experience in consummating initial business combinations for blank check companies,
having already sponsored four special purpose acquisition vehicles in Italy, as discussed elsewhere in the prospectus.



Established
Deal Sourcing Network and Personal Contacts. We intend to maximize our pipeline of potential target investments by
proactively approaching our extensive network of contacts, including private equity and venture capital sponsors, family
offices, executives of public and private companies, merger and acquisition advisory firms, investment banks, capital markets
desks, lenders and other financial intermediaries. We believe the prior investment experience and track record of our team,
including our Chairman and Chief Executive Officer’s prior involvement in four blank check companies in Italy, will
give us a competitive advantage when sourcing potential initial business combination opportunities.





6







Deal-making
and Capital Markets Experience through all Market Cycles. Our management team and strategic advisors consists of seasoned
dealmakers with experience in a wide variety of industries, structures and market conditions, as well as experienced equity and
debt capital markets professionals. Most have worked both in the North American and Western European markets, as principal investors
and as advisors, through different market cycles. Our management team and strategic advisors intend to apply the same disciplined
approach to acquire a business that they have used in connection with their current advisory services and principal investment
activities.



Experience
with Complex Transactions. Members of our management team and strategic advisors have a track record of completing transactions
that involve an element of complexity not well-served by a competitive auction process and on educating counterparties about the
benefits of the special purpose acquisition company structure and process. We believe that our management team and strategic advisors’
experience with complex situations requiring creative solutions is expected to lead to less competitive transactions. Members of
our management team and strategic advisors also have a history of leveraging their relationship networks for due diligence and
to develop a unique perspective and comfort with the issues faced in such complex opportunities.



Initial Business Combination



NYSE rules
require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market
value equal to at least 80% of the net assets held in the trust account (excluding any taxes payable). If our board of directors
is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from
an independent investment banking firm or another independent valuation or appraisal firm that regularly provides fairness opinions
solely with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make
such independent determination of fair market value, it may be unable to do so if the board is less familiar or experienced with
the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets
or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful
or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value meets the
80% fair market value test, unless such opinion includes material information regarding the valuation of a target business or the
consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However,
if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with
a proposed transaction will include such opinion.



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, 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 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 taken into account for purposes of
NYSE’s 80% fair market value test. If the business combination involves more than one target business, the 80% fair
market value test will be based on the aggregate value of all of the target businesses.





7







Our Business Combination Process



In evaluating
a prospective target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing
financial and other information made available to us and other reviews as we deem appropriate. We may also retain consultants with
expertise relating to a prospective target business.



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 or
another independent valuation or appraisal firm that regularly provides fairness opinions that our initial business combination
is fair to our company from a financial point of view.



Members
of our management team directly or indirectly own our securities and accordingly, they 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.



In order
to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors
has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation
or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation
to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing
fiduciary or contractual obligations he might have. Each of our directors and officers presently has, and in the future any of
our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or
her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to
honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present
it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association provides that,
subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered
to any officer or director 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 do not believe, however, that any fiduciary duties or contractual obligations of our directors
or officers would materially undermine our ability to complete our business combination.



Our officers
have agreed not to become an officer or director of any other special purpose acquisition company with a class of securities registered
under the Securities Exchange Act of 1934, 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 by July 22, 2021 (or by October
22, 2021 if a definitive agreement with respect to a proposed business combination has been executed by July 22, 2021).





8







Effecting a Business Combination



General



We are
not presently engaged in, and we will not engage in, any substantive commercial business until we consummate our initial business
combination. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement of private
warrants, our share capital, debt or a combination of these in effecting a business combination. Although substantially all of
the net proceeds of our initial public offering and the private placement of private warrants are intended to be applied generally
toward effecting a business combination as described in this report, the proceeds are not otherwise being designated for any more
specific purposes. Accordingly, investors are investing without first having an opportunity to evaluate the specific merits or
risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to establish a public trading market for its shares, while
avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant
expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek
to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.
While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability,
as a result of our limited resources, to effect only a single business combination.



Lack of Business Diversification



Our business
combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of
such acquisition. This process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore,
at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business combinations of entities operating in multiple industries
or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity,
our 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 a business combination,
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | result in our dependency upon the performance of a single operating business or the development
or market acceptance of a single or limited number of products, processes or services.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we
determine to simultaneously acquire several businesses and such businesses 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 acquisitions,
which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions,
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.



Limited Ability to Evaluate
the Target Business’ Management



Although we intend
to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business
combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In
addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to
manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following
a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel
will remain associated in senior management or advisory positions with us following a business combination, it is unlikely
that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they would only
be able to remain with the company after the consummation of a business combination 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 them to receive compensation in the form of cash payments
and/or our securities for services they would render to the company after the consummation of the business combination. While
the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a
target business, their ability to remain with the company after the consummation of a business combination will not be the
determining factor in our decision as to whether or
not we will proceed with any potential business combination.





9







Additionally,
our officers and directors may not have significant experience or knowledge relating to the operations of the particular target
business.



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 any such additional managers we do recruit
will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.



Shareholders May Not Have the
Ability to Approve an Initial Business Combination



In connection with
any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at a
meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on
deposit in the trust account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their
public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to
their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case
subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to
written letter agreements with us, not to convert any public shares held by them into their pro rata share of the
aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be
structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata
portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business
combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of
factors such as the timing of the transaction, whether the terms of the transaction would otherwise require us to seek
shareholder approval or whether we were deemed to be a foreign private issuer (which would require us to conduct a tender
offer rather than seeking shareholder approval under SEC rules). If we so choose and we are legally permitted to do so, we
have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents
with the SEC which will contain substantially the same financial and other information about the initial business combination
as is required under the SEC’s proxy rules. We will only consummate our initial business combination if we have net
tangible assets (after redemption) of at least $5,000,001 either immediately prior to or upon such consummation and, solely
if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the
business combination.



We chose our net tangible
asset threshold of $5,000,001 as described above to ensure that we would avoid being subject to Rule 419 promulgated under the
Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type
of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation
of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business
combination (as we may be required to have a lesser number of shares converted or sold to us) and may force us to seek third party
financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial
business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public
shareholders may therefore have to wait until July 22, 2021 (or October 22, 2021 if a definitive agreement with respect to a proposed
business combination has been executed by July 22, 2021) in order to be able to receive a pro rata share of the trust account.





10







Our initial shareholders
and our officers and directors and underwriters have agreed (1) to vote any ordinary shares owned by them in favor of any proposed
business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial
business combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.
As a result, if we sought shareholder approval of a proposed transaction, we would need only 5,100,001 of our public shares (or
approximately 37.0% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming
that the initial shareholders do not purchase any units or shares in the after-market and that the 150,000 representative shares
are voted in favor of the transaction).



If we
hold a meeting to approve a proposed business combination and a significant number of shareholders vote, or indicate an intention
to vote, against such proposed business combination, our officers, directors, initial shareholders or their affiliates could make
such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our
officers, directors, initial shareholders and their affiliates will not make purchases of ordinary shares if the purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s
stock.



Limitation on Redemption upon Completion
of Our Initial Business Combination If We Seek Shareholder Approval



Notwithstanding
the foregoing, if we seek shareholder 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 memorandum and articles of association
will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
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 Excess Shares. We believe this restriction will discourage shareholders 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 sponsor or its affiliates to purchase their shares at a significant premium
to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder 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 sponsor or its affiliates at a premium to the then-current market price or on other undesirable
terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering,
we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial 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 shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers
and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public
shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder
shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate
is subject to this waiver. However, to the extent any such affiliate acquires public shares, it would be a public shareholder and
restricted from seeking redemption rights with respect to any Excess Shares.



Conversion/Tender Rights



At any
meeting called to approve an initial business combination, public shareholders may seek to convert their public shares,
regardless of whether they vote for or against the proposed business combination, into their pro rata share of the
aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the
foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public
shares held by them into their pro ratashare of the aggregate amount then on deposit in the trust account. The
conversion rights will be effected under our amended and restated memorandum and articles of association and Cayman Islands
law as redemptions. If we hold a meeting to approve an initial business combination, a holder will always have the ability to
vote against a proposed business combination and not seek conversion of his shares.





11







Alternatively, if we engage in a tender
offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer. The
tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum
amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the
tender offer or remain an investor in our company.



Our initial
shareholders, officers and directors will not have conversion rights with respect to any ordinary shares owned by them, directly
or indirectly, whether acquired prior to our initial public offering or purchased by them in the aftermarket. Additionally, the
holders of the representative shares will not have conversion rights with respect to the representative shares.



We may
also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either
tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically using DTC’s
DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business
combination. Once the shares are converted by the legal holder, and effectively redeemed by us under Cayman Islands law, the transfer
agent will then update our Register of Members to reflect all conversions. The proxy solicitation materials that we will furnish
to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders
to satisfy such delivery requirements. Accordingly, a shareholder would have from the time our proxy statement is mailed through
the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under our amended
and restated memorandum and articles of association, we are required to provide at least 10 days’ advance notice of any general
meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise conversion rights.
As a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata
portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time
to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion
rights and may be forced to retain our securities when they otherwise would not want to.



There is
a nominal cost associated with this 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 $45 and it would be up to the broker whether or not to pass
this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing
of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise conversion rights
to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is
not consummated, this may result in an increased cost to shareholders.



Any request to
convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or
expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an
election of their conversion or tender and subsequently decides prior to the vote on the business combination or the
expiration of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the
certificate (physically or electronically).



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



Automatic Liquidation of Trust
Account if No Business Combination



If we do not
complete a business combination by July 22, 2021 from the consummation of our initial public offering (or October 22, 2021 if
a definitive agreement with respect to a proposed business combination has been executed by July 22, 2021), it will trigger
our automatic winding up, liquidation and dissolution pursuant to the terms of our amended and restated memorandum and
articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation
procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary
winding up, liquidation and dissolution.





12







The amount
in the trust account (less approximately $1,000 representing the aggregate nominal par value of the shares of our public shareholders)
under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately
following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in
the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute to our
public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date (including
any accrued interest, net of taxes payable). Prior to such distribution, we would be required to assess all claims that may be
potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors
take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly
assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims
of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation.
Furthermore, while we seek to have all vendors and service providers (which would include any third parties we engaged to assist
us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us
waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no
guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements
with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally
enforceable.



Each of
our initial shareholders and our sponsor has agreed to waive its rights to participate in any liquidation of our trust account
or other assets with respect to the insider shares and private warrants and to vote their insider shares in favor of any dissolution
and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account with respect
to our warrants or rights, which will expire worthless. If we are unable to complete an initial business combination and expend
all of the net proceeds of our initial public offering, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account, the initial per-share distribution from the trust account would be
$10.00.



The proceeds
deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
of our public shareholders. Although we seek to have all vendors, including lenders for money borrowed, prospective target businesses
or other entities we engage 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 shareholders, 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 a claim against our assets, including the funds
held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust
account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate
if such engagement would be in the best interest of our shareholders if such third party refused to waive such claims. Examples
of possible instances where we may engage a third party that refused 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 provider of required services willing to
provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter
into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement
would be significantly more beneficial to us than any alternative. 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, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay
debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or
contracted for or products sold to us in excess of the net proceeds of our initial public offering not held in the trust
account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust
account and only if such parties have not executed a waiver agreement. We have not asked our sponsor to reserve any amount to
satisfy any indemnification obligations that may arise and its only assets are expected to be our securities. Accordingly, we
believe it is unlikely that it will be able to satisfy those indemnification obligations if it is required to do so.
Accordingly, the actual per-share distribution could be less than $10.00 due to claims of creditors.





13







Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which 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 shareholders. To the extent any bankruptcy claims deplete the
trust account, we cannot assure you we will be able to return to our public shareholders at least $10.00 per share.



Competition



In identifying,
evaluating and selecting a target business, we encounter intense competition from other entities having a business objective similar
to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our
financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there
may be numerous potential target businesses that we could acquire with the net proceeds of our initial public offering, our ability
to compete in acquiring certain sizable target businesses may be limited by our available financial resources.



The following also may not be viewed
favorably by certain target businesses:



| | • | our obligation to seek shareholder approval of a business combination or
obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or
prevent the completion of a transaction;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our obligation to convert public shares held by our public shareholders may reduce the resources
available to us for a business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | • | the NYSE may require us to file a new listing application and meet its initial listing requirements
to maintain the listing of our securities following a business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our outstanding warrants and the potential future dilution
they represent;
| | - | --------------------------------------------------------------------------



| | • | our obligation to pay EarlyBirdCapital an aggregate fee of 3.5% of the gross proceeds of our
initial public offering upon consummation of our initial business combination pursuant to the business combination marketing agreement;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our obligation to either repay or issue warrants upon conversion of up to $1,000,000 of working
capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | our obligation to register the resale of the insider shares, as well as the private warrants
(and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon
conversion of working capital loans; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the impact on the target business’ assets as a result of unknown liabilities under the securities
laws or otherwise depending on developments involving us prior to the consummation of a business combination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any of
these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes,
however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive
advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant
growth potential on favorable terms. Furthermore, the fact that we will not be required to pay our underwriters any deferred compensation
upon consummation of an initial business combination may give us a competitive advantage over other similarly structured blank
check companies.





14







If we
succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.



Facilities



Our principal
executive offices are located at 1049 Park Ave. 14A, New York, NY 10028. Our sponsor, an affiliate of Luca Giacometti, our Chairman
and Chief Executive Officer and Alberto Recchi, our Chief Financial Officer and one of our directors, has agreed that, commencing
through the earlier of our consummation of our initial business combination or our liquidation, it will make available to us certain
general and administrative services, including office space, utilities and secretarial support, as we may require from time to
time. We pay an affiliate of our Chief Financial Officer approximately $3,000 per month for providing such services to us pursuant
to a letter agreement between us and our sponsor. We consider our current office space adequate for our current operations.



Employees



We have
two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and devote only
as much time as they deem necessary to our affairs. The amount of time they devote in any time period will vary based on whether
a target business has been selected for the business combination and the stage of the business combination process the company
is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such
target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than
they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time
as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to
locate a potential target business to a majority of their time as we move into serious negotiations with a target business for
a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.



Periodic Reporting and Audited
Financial Statements



We have
registered our units, ordinary shares and warrants under the Exchange Act and 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, this
report contains financial statements audited and reported on by our independent registered public accountants.



We will
provide shareholders with audited financial statements of the prospective target business as part of any proxy solicitation sent
to shareholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy
solicitation materials will need to be prepared in accordance with U.S. GAAP or IFRS, depending on the circumstances, and the historical
financial statements may be required to be audited in accordance with the standards of the PCAOB. The financial statements may
also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination,
which would need to be filed within four business days thereafter. We cannot assure you that any particular target business identified
by us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot
be met, we may not be able to acquire the proposed target business.



We will
be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December
31, 2020. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.



We are an emerging
growth company as defined in the JOBS Act and will remain such for up to five years. However, if our non-convertible debt
issued within a three-year period or our total revenues exceed $1.0 billion or revenues exceed $1.07 billion, or the market
value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal
quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an
emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to 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.





15









Item 1A. Risk Factors.



You should
carefully consider all of the following risk factors and all 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. In such an event, the trading price of our securities could decline, and you could lose all or part of your
investment. This report also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks
described below.



Risks Associated with Our Business



We are a recently formed
early stage company with limited operating history and, accordingly, you will l have little basis on which to evaluate our ability
to achieve our business objective.



We are
a recently formed early stage company with little operating results to date. Since we have a limited operating history, you will
have little basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business.
We will not generate any revenues until, at the earliest, after the consummation of a business combination.



If
we are unable to consummate a business combination, our public shareholders may be forced to wait until July 22, 2021(or
October 22, 2021) before receiving liquidation distributions.



We have
until July 22, 2021, (or October 22, 2021 if a definitive agreement with respect to a proposed business combination has been executed
by July 22, 2021) in which to complete a business combination. We have no obligation to return funds to investors prior to such
date unless we consummate a business combination prior thereto and only then in cases where investors have sought to convert their
shares. Only after the expiration of this full time period will public shareholders be entitled to liquidation distributions if
we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such
date and to liquidate your investment, you may be forced to sell your securities potentially at a loss.



The requirement that we
complete an initial business combination within a specific period of time may give potential target businesses leverage over us
in negotiating a business transaction.



We have
until July 22, 2021 (or up until October 22, 2021 if a definitive agreement with respect to a proposed business combination has
been executed by July 22, 2021) to complete an initial business combination. Any potential target business with which we enter
into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain
leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular
target business, we may be unable to complete a business combination with any other target business. This risk will increase as
we get closer to the time limits referenced above.



If we are
unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust
account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless.



You are not entitled to protections
normally afforded to investors of some other blank check companies.



Since
the net proceeds of our initial public offering are intended to be used to complete a business combination with a target
business that has not been identified, we may be deemed to be a “blank check” company under the United States
securities laws. However, since we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by
the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors are not afforded the benefits
or protections of those rules which would, for example, completely restrict the transferability of our securities, restrict
the use of interest earned on the funds held in the trust account and require us to complete a business combination by July
22, 2021. Because we are not subject to Rule 419, we will be entitled to withdraw amounts from the funds held in the trust
account prior to the completion of a business combination and we may have more time to complete an initial business
combination.





16







If we seek shareholder
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 shareholders are deemed to hold 15% or more of our ordinary shares, you will lose the ability to redeem
all such shares in excess of 15% of our ordinary shares.



If we seek
shareholder 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 memorandum and articles of association provides that a
public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), are restricted from seeking redemption rights
with respect to 15% or more of the shares sold in our initial public offering, which we refer to as the “Excess Shares.”
However, we are not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or
against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability
to complete our initial 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 initial business combination. And as a result, you will continue to hold that number of shares equal to 15% or more
and, in order to dispose of such shares, are required to sell your shares in open market transactions, potentially at a loss.



We may issue ordinary
or preference shares or debt securities to complete a business combination, which would reduce the equity interest of our shareholders
and likely cause a change in control of our ownership.



Our memorandum
and articles of association currently authorize the issuance of up to 200,000,000 ordinary shares, par value $.0001 per share,
and 2,000,000 preference shares, par value $.0001 per share. There is currently 164,690,000 authorized but unissued ordinary shares
available for issuance (after appropriate reservation for the issuance of the shares underlying the public and private warrants).
Although we have no commitment as of the date of this report, we may issue a substantial number of additional ordinary shares or
preference shares, or a combination of ordinary shares and preference shares, to complete a business combination. The issuance
of additional ordinary shares or preference shares:



| | • | may significantly reduce the equity interest of investors;
| | - | ----------------------------------------------------------



| | • | may subordinate the rights of holders of ordinary shares if we issue preference shares with rights
senior to those afforded to our ordinary shares;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| | • | may cause a change in control if a substantial number of ordinary shares 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
ordinary shares.
| | - | ----------------------------------------------------------------------



Similarly, if we issue debt securities, it could
result in:



| | • | default and foreclosure on our assets if our operating revenues after a business combination
are insufficient to repay our debt obligations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------





17







| | • | 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; and
| | - | -------------------------------------------------------------------------------------------------------------------



| | • | 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
the net proceeds of our initial public offering not being held in trust are insuff icient to allow us to operate until July 22,
2021 (or until October 22, 2021 if a def initive agreement with respect to a proposed business combination has been executed by
July 22, 2021), we may be unable to complete a business combination.



We believe
that the funds available to us outside of the trust account will be sufficient to allow us to operate until at least July 22, 2021
(or until October 22, 2021 if a definitive agreement with respect to a proposed business combination has been executed by July
22, 2021), assuming that a business combination is not consummated during that time. However, we cannot assure you that our estimates
will be accurate. Accordingly, if we use all of the funds held outside of the trust account, we may not have sufficient funds available
with which to structure, negotiate or close an initial business combination. In such event, we would need to borrow funds from
our sponsor, initial shareholders, officers or directors or their affiliates to operate or may be forced to liquidate. Our sponsor,
initial shareholders, officers, directors and their affiliates may, but are not obligated to, loan us funds, from time to time
or at any time, in whatever amount that they deem reasonable in their sole discretion for our working capital needs. Each loan
would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination,
without interest, or, at holder’s discretion, up to $1,000,000 of the notes may be converted into warrants at a price of
$1.00 per warrant.



We may be unable to obtain
additional financing, if required, to complete a business combination or to fund the operations and growth of the target business,
which could compel us to restructure or abandon a particular business combination.



We cannot
currently ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering
prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in
search of a target business, or the obligation to convert into cash (or purchase in any tender offer) a significant number of shares
from dissenting shareholders, we will be required to seek additional financing. Such financing may not be available on acceptable
terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business
combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek
an alternative target business candidate. In addition, if we consummate a business combination, we may require additional 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 shareholders is required
to provide any financing to us in connection with or after a business combination.



If third parties bring
claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by shareholders may
be less than $10.00.



Our
placing of funds in trust may not protect those funds from third party claims against us. Although we seek to have all
vendors and service providers we engage and prospective target businesses we negotiate with 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 shareholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with
us, they may seek recourse against the monies held in the trust account. A court may not uphold the validity of such
agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our
public shareholders. If we liquidate the trust account before the completion of a business combination, our sponsor has
agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target
businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or
products sold to us and which have not executed a waiver agreement. We have not asked our sponsor to reserve any amount to
satisfy any indemnification obligations that may arise and its only assets are expected to be our securities. Accordingly, we
believe it is unlikely that our sponsor will be able to meet such indemnification obligations if it is required to do so.
Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00, plus interest, due
to such claims.





18







Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if
we otherwise enter compulsory or court supervised liquidation, 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 shareholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our
public shareholders at least $10.00 per share.



Our shareholders may be
held liable for claims by third parties against us to the extent of distributions received by them.



Our amended
and restated memorandum and articles of association provide that we will continue in existence only until July 22, 2021 (or until
October 22, 2021 if a definitive agreement with respect to a proposed business combination has been executed by July 22, 2021)
if a business combination has not been consummated by such time. If we are unable to complete an initial business combination during
such time period, it will trigger our automatic winding up, liquidation and dissolution. As such, our shareholders could potentially
be liable for any claims to the extent of distributions received by them pursuant to such process and any liability of our shareholders
may extend beyond the date of such distribution. Accordingly, we cannot assure you that third parties, or us under the control
of an official liquidator, will not seek to recover from our shareholders amounts owed to them by us.



If we
are unable to consummate a transaction within the required time period, upon notice from us, the trustee of the trust account will
distribute the amount in our trust account to our public shareholders. Concurrently, we shall pay, or reserve for payment, from
funds not held in trust, our liabilities and obligations, although we cannot assure you that there will be sufficient funds for
such purpose. If there are insufficient funds held outside the trust account for such purpose, our sponsor has agreed that it will
be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors
or other entities that are owed money by us for services rendered or contracted for or products sold to us and which have not executed
a waiver agreement.



If we
are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they
fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted
in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders 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. We and
our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium
account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense
and may be liable to pay a fine of US$18,292.68 and subject to imprisonment for five years in the Cayman Islands.



Holders of warrants will
not have redemption rights if we are unable to complete an initial business combination within the required time period.



If we are
unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account,
the warrants will expire and holders will not receive any of such proceeds with respect to the warrants.



We have no obligation to net
cash settle the warrants.



We have
no obligation to net cash settle the warrants. Accordingly, the warrants may expire worthless.





19







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



Unlike some other blank check companies,
if



| | • | we issue additional ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20
per share,
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                         

| | • | 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
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                         

| | • | the Market Value is below $9.20 per share,
| | - | ------------------------------------------



then the exercise price of each
warrant will be adjusted such that the effective exercise price per full share will be equal to 115% of the higher of the Market
Value and the price at which we issue the additional ordinary shares or equity-linked securities. This may make it more difficult
for us to consummate an initial business combination with a target business.



If we do not maintain
a current and effective prospectus relating to the ordinary shares issuable upon exercise of the redeemable warrants, public holders
will only be able to exercise such redeemable warrants on a “cashless basis” which would result in a fewer number of
shares being issued to the holder had such holder exercised the redeemable warrants for cash.



Except
as set forth below, if we do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise
of the warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless
basis,” provided that an exemption from registration is available. As a result, the number of ordinary shares that a holder
will receive upon exercise of its warrants will be fewer than it would have been had such holder exercised its warrant for cash.
Further, if an exemption from registration is not available, holders would not be able to exercise their warrants on a cashless
basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating to the ordinary
shares issuable upon exercise of the warrants is available. Under the terms of the warrant agreement, we have agreed to use our
best efforts to meet these conditions and to maintain a current and effective prospectus relating to the ordinary shares issuable
upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so.
If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced or
the warrants may expire worthless. Notwithstanding the foregoing, the private warrants may be exercisable for unregistered ordinary
shares for cash even if the prospectus relating to the ordinary shares issuable upon exercise of the warrants is not current and
effective.



An investor will only
be able to exercise a warrant if the issuance of ordinary shares upon such exercise has been registered or qualif ied or is deemed
exempt under the securities laws of the state of residence of the holder of the warrants.



No
warrants will be exercisable for cash and we will not be obligated to issue ordinary shares unless the ordinary shares issuable
upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the warrants. At the time that the warrants become exercisable, we expect to continue to be listed on a national
securities exchange, which would provide an exemption from registration in every state. However,
we cannot assure you of this fact. If the ordinary shares issuable upon exercise of the warrants are not qualified or exempt from
qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the
market for the warrants may be limited and they may expire worthless if they cannot be sold.



Our management’s
ability to require holders of our redeemable warrants to exercise such redeemable warrants on a cashless basis will cause holders
to receive fewer ordinary shares upon their exercise of the redeemable warrants than they would have received had they been able
to exercise their redeemable warrants for cash.



If we
call our warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied,
our management will have the option to require any holder that wishes to exercise his warrants (including any warrants held
by our initial shareholders or their permitted transferees) to do so on a “cashless basis.” If our management
chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder
upon exercise will be fewer than it would have been had such holder exercised his warrants for cash. This will have the
effect of reducing the potential “upside” of the holder’s investment in our company.





20







We may amend the terms
of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding
warrants.



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. The warrant agreement requires the approval by the holders of a majority
of the then outstanding warrants (including the private warrants) in order to make any change
that adversely affects the interests of the registered holders. Accordingly, we would need approval from the holders of only 4,425,001,
or 36.9%, of the public warrants to amend the terms of the warrants (assuming that the initial shareholders do not purchase any
units in this offering units or warrants in the after-market and that the holders of the private warrants, excluding EarlyBirdCapital,
voted in favor of such amendment.



We are unable to currently
ascertain the merits or risks of the industry or business in which we may ultimately operate.



While we
are focusing and will continue to focus our search for target businesses on specific locations and industry sectors as described
in this report, we are not limited to those locations and sectors and may consummate a business combination with a company in any
location or industry we choose. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the
particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we
complete a business combination with a financially unstable company or an entity in its development stage, we may be affected by
numerous risks inherent in the business operations of those entities. If we complete a business combination with an entity in an
industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. Although
our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that
we will properly ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units
will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a target
business.



The requirement that the
target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of
the funds in the trust account at the time of the execution of a definitive agreement for our initial business combination may
limit the type and number of companies that we may complete such a business combination with.



Pursuant
to the NYSE listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to
at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial
business combination. This restriction may limit the type and number of companies with which we may complete a business combination.
If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate
and you will only be entitled to receive your pro rata portion of the funds in the trust account.



If the
NYSE delists our securities from trading on its exchange, we would not be required to satisfy the fair market value requirement
described above and could complete a business combination with a target business having a fair market value substantially below
80% of the balance in the trust account (excluding any taxes payable).



Our ability to successfully
effect a 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 a business combination. While we intend to closely scrutinize any individuals we engage after
a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.



Our
ability to successfully effect a business combination is dependent upon the efforts of our key personnel. We believe that our
success depends on the continued service of our key personnel, at least until we have
consummated our initial business combination. We cannot assure you that any of our key personnel will remain with us for the
immediate or foreseeable future. In addition, none of our officers are required to commit any specified amount of time to our
affairs and, accordingly, they have conflicts ofinterest in allocating management time among various business
activities, including identifying potential business combinations and monitoring the related due diligence. We do not have
employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services of
our key personnel could have a detrimental effect on us.





21







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 a business combination, it is likely that some or
all of the management of the target business will remain in place or be hired after consummation of the business combination. While
we intend to closely scrutinize any individuals we engage after a 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 public
company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could
be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.



Our officers and directors
may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.



While we
intend to focus our search for target businesses within the locations and industries as described in this report, we may consummate
a business combination with a target business in any geographic location or industry we choose. We cannot assure you that our officers
and directors will have enough experience or have sufficient knowledge relating to the jurisdiction of the target or its industry
to make an informed decision regarding a business combination.



If we become
aware of a potential business combination outside of the geographic location or industry where our officers and directors have
the most experience, our management may retain consultants and advisors with experience in such industries to assist in the evaluation
of such business combination and in our determination of whether or not to proceed with such a business combination. However, our
management is not required to engage consultants or advisors in any situation. If they do not engage any consultants or advisors
to assist them in the evaluation of a particular target business or business combination, our management may not properly analyze
the risks attendant with such target business or business combination. Even if our management does engage consultants or advisors
to assist in the evaluation of a particular target business or business combination, we cannot assure you that such consultants
or advisors will properly analyze the risks attendant with such target business or business combination. As a result, we may enter
into a business combination that is not in our shareholders’ best interests.



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 a 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 will be able to remain with the company after the consummation of a business combination only if they are able to negotiate
employment or consulting agreements or other arrangements 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 the company after the consummation of the
business combination. The personal and financial interests of such individuals may influence their motivation in identifying and
selecting a target business.





22







Our officers and directors
allocate their time to other businesses thereby potentially limiting the amount of time they devote to our affairs. This conflict
of interest could have a negative impact on our ability to consummate our initial business combination.



Our
officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest
when allocating their time between our operations and their other commitments. We presently expect each of our employees to
devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a
week while we are trying to locate a potential target business to a majority of their time as we move into serious
negotiations with a target business for a business combination). We do not intend to have any full-time employees prior to
the consummation of our initial business combination. All of our officers and directors are engaged in several other business
endeavors and are not obligated to devote any specific number of hours to our affairs. If our officers’ and
directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it could
limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate our initial
business combination. We cannot assure you these conflicts will be resolved in our favor.



Our officers and directors
have pre-existing f fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which
entity a particular business opportunity should be presented.



Our officers
and directors have pre-existing fiduciary and contractual obligations to other companies, including other companies that are engaged
in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions and have
obligations that may be in conflict or competition with our consummation of our initial business combination. As a result, a potential
target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded
the opportunity to engage in a transaction with such target business.



Our officers’ and
directors’ personal and financial interests may influence their motivation in determining whether a particular target business
is appropriate for a business combination.



Our officers,
directors and our sponsor, which is affiliated with certain of our officers, have waived their right to convert (or sell to us
in any tender offer) their insider shares or any other ordinary shares (although none of these insiders have indicated any intention
to purchase units) or to receive distributions from the trust account with respect to their insider shares upon our liquidation
if we are unable to consummate our initial business combination. Accordingly, these securities will be worthless if we do not consummate
our initial business combination. Our sponsor has also purchased from us an aggregate of 4,110,000 private warrants at $1.00 per
private warrant (for a total purchase price of $4,110,000) that will expire worthless if we do not consummate a business combination.
In addition, our officers and directors or their affiliates may loan funds to us and may be owed reimbursement for expenses incurred
in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting
a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying
and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and
timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case,
it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we might have a claim against such individuals.
However, we might not ultimately be successful in any claim we may make against them for such reason.



The 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 units,
ordinary shares and warrants are listed on the NYSE. Although we expect to continue to meet, on a pro forma basis, the minimum
initial listing standards set forth in the NYSE listing standards, 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.





23







Generally, we must maintain
a minimum number of holders of our securities (400 public holders). Additionally, in connection with our initial business combination,
we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s
continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, our share
price would generally be required to be at least $4 per share. We cannot assure you that we will be able to meet those initial
listing requirements at that time. 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 ordinary shares are a “penny stock” which will require brokers
trading in our ordinary shares 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.
| | - | ------------------------------------------------------------------------------------------------



We may only be able to
complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent
on a single business which may have a limited number of products or services.



We may
only be able to complete one business combination with the proceeds of our initial public offering. By consummating a business
combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting
of losses, unlike other entities which may have the resources to complete several business combinations in different industries
or different areas of a single industry. Accordingly, the prospects for our success may be:



| | • | solely dependent upon the performance of a single business,
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 a business combination.



Alternatively,
if we determine to simultaneously acquire several businesses and such businesses 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 the 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.



The
ability of our public shareholders to exercise their conversion rights or sell their public shares to us in a tender offer may
not allow us to effectuate the most desirable business combination or optimize our capital structure.



If
our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know
how many public shareholders may exercise conversion rights or seek to sell their public shares to us in a tender offer, we
may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange
third party financing to help fund our business transaction. In the event that the business combination involves the issuance
of our shares as consideration, we may be required to issue a higher percentage of our shares to make up for a shortfall in
funds. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at
higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to
us.



24









We may be unable to consummate
a business combination if a target business requires that we have cash in excess of the minimum amount we are required to have
at closing and public shareholders may have to remain shareholders of our company and wait until our liquidation to receive a pro
rata share of the trust account or attempt to sell their shares in the open market.



A
potential target may make it a closing condition to our business combination that we have a certain amount of cash in excess
of the $5,000,001 of net tangible assets we are required to have pursuant to our organizational documents available at the
time of closing. If the number of our shareholders electing to exercise their conversion rights or sell their shares to us in
a tender offer has the effect of reducing the amount of money available to us to consummate a business combination below such
minimum amount required by the target business and we are not able to locate an alternative source of funding, we will not be
able to consummate such business combination and we may not be able to locate another suitable target within the applicable
time period, if at all. In that case, public shareholders may have to remain shareholders of our company and wait until July
22, 2021 (or October 22, 2021 if a definitive agreement with respect to a proposed business combination has been executed by
July 22, 2021) in order to be able to receive a pro rata portion of the trust account, or attempt to sell their shares
in the open market prior to such time, in which case they may receive less than a pro rata share of the trust account
for their shares.



Our public shareholders
may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business
combination even though a majority of our public shareholders do not support such a combination.



We intend
to hold a shareholder vote before we consummate our initial business combination. However, if a shareholder vote is not required,
for business or legal reasons, we may conduct conversions via a tender offer and not offer our shareholders the opportunity to
vote on a proposed business combination. In determining whether to seek shareholder approval on a proposed business combination,
we will consider factors such as timing and cost and other factors that we may deem material at the time of entry into a definitive
agreement. Accordingly, we may consummate our initial business combination even if holders of a majority of our public shares do
not approve of the business combination.



In connection with any
meeting held to approve an initial business combination, we will offer each public shareholder the option to vote in favor of a
proposed business combination and still seek conversion of his, her or its public shares, which may make it more likely that we
will consummate a business combination.



In connection with any meeting held to approve
an initial business combination, we will offer each public shareholder the right to have his, her or its public shares converted
to cash (subject to the limitations described elsewhere in this report) regardless of whether such shareholder votes for or against
such proposed business combination. Furthermore, we will only consummate our initial business combination if we have net tangible
assets (after redemption) of at least $5,000,001 either immediately prior to or upon such consummation and a majority of the issued
and outstanding shares voted are voted in favor of the business combination. Accordingly, public shareholders owning shares sold
in our initial public offering may exercise their conversion rights and we could still consummate a proposed business combination
so long as a majority of shares voted at the meeting are voted in favor of the proposed business combination. This is different
than other similarly structured blank check companies where shareholders are offered the right to convert their shares only when
they vote against a proposed business combination.





25







In connection with any
meeting called to approve a proposed initial business combination, we may require shareholders who wish to convert their public
shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion
rights prior to the deadline for exercising their rights.



In connection
with any meeting called to approve a proposed initial business combination, each public shareholder will have the right, regardless
of whether it is voting for or against such proposed business combination, to demand that we convert its public shares into a share
of the trust account. Such conversion will be effectuated under Cayman Islands law as a redemption of the shares, with the redemption
price to be paid being the applicable pro rata portion of the monies held in the trust account. We may require public shareholders
who wish to convert their public shares in connection with a proposed business combination to either tender their certificates
to our transfer agent or to deliver their shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, at any time at or prior to the vote taken at the shareholder meeting relating
to such business combination. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker,
DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally
allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over
this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate.
It is also our understanding that it takes a short time to deliver shares through the DWAC System. However, this too may not be
the case. Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who wish to
convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.



Investors may not have sufficient
time to comply with the delivery requirements for conversion.



Pursuant
to our memorandum and articles of association, we are required to give a minimum of only ten days’ notice for each general
meeting. As a result, if we require public shareholders who wish to convert their public shares into the right to receive a pro
rata portion of the funds in the trust account to comply with specific delivery requirements for conversion, holders may not
have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise
their conversion rights and may be forced to retain our securities when they otherwise would not want to.



If we require public shareholders
who wish to convert their public shares to comply with the delivery requirements for conversion, such converting shareholders may
be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.



If we require
public shareholders who wish to convert their public shares to comply with specific delivery requirements for conversion described
above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public
shareholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their
securities after the failed acquisition until we have returned their securities to them. The market price for our shares may decline
during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek
conversion may be able to sell their securities.



Because of our limited
resources and structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business
combination.



We encounter
intense competition from entities other than blank check companies having a business objective similar to ours, including venture
capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that
we could acquire with the net proceeds of our initial public offering, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, seeking shareholder approval of a business combination may
delay or prevent the consummation of a transaction, a risk a target business may not be willing to accept. Additionally, our outstanding
warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of
the foregoing may place us at a competitive disadvantage in successfully negotiating a business combination.



Our initial shareholders
control a substantial interest in us and thus may influence certain actions requiring a shareholder vote.



Our initial
shareholders collectively own approximately19.8% of our issued and outstanding ordinary shares. None of our officers,
directors, initial shareholders or their affiliates has indicated any intention to purchase ordinary shares from persons in
the open market or in private transactions. However, our officers, directors, initial shareholders or their affiliates could
determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law,
in order to assist us in consummating our initial business combination. In connection with any vote for a proposed business
combination, all of our initial shareholders, as well as all of our officers and directors, have agreed to vote the ordinary
shares owned by them immediately before our initial public offering as well as any ordinary shares acquired in the
aftermarket in favor of such proposed business combination.





26







There is no requirement
under the Companies Law for us to hold annual or general meetings to elect directors. Accordingly, shareholders would not have
the right to such a meeting or election of directors, unless the holders of not less than 10% in par value capital of our company
request such a meeting. As a result, it is unlikely that there will be an annual general meeting to elect new directors prior to
the consummation of a business combination, in which case all of the current directors will continue in office until at least the
consummation of the business combination. Accordingly, you may not be able to exercise your voting rights until July 22, 2021 (or
until October 22, 2021 if a definitive agreement with respect to a proposed business combination has been executed by July 22,
2021). If there is an annual general 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 shareholders, because of their ownership position, will
have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least
until the consummation of a business combination.



Our outstanding warrants
may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect a business combination.



We issued
warrants that will result in the issuance of up to 13,800,000 ordinary shares as part of the units offered in our initial public
offering and private warrants that will result in the issuance of an additional 4,110,000 ordinary shares. The potential for the
issuance of a substantial number of additional shares upon exercise of the warrants could make us a less attractive acquisition
vehicle in the eyes of a target business. Such securities, when converted, will increase the number of issued and outstanding ordinary
shares and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more
difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the sale, or
even the possibility of sale, of the shares underlying the warrants could have an adverse effect on the market price for our securities
or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to
your holdings.



If our shareholders exercise
their registration rights with respect to their securities, it may have an adverse effect on the market price of our ordinary shares
and the existence of these rights may make it more difficult to effect a business combination.



Our initial
shareholders are entitled to make a demand that we register the resale of their insider shares at any time commencing three months
prior to the date on which their shares may be released from escrow. Additionally, the holders of representative shares, the purchasers
of the private warrants and our initial shareholders, officers and directors are entitled to demand that we register the resale
of the representative shares, the shares underlying the private warrants and private warrants and any securities our initial shareholders,
officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after we consummate
a business combination. The presence of these additional securities trading in the public market may have an adverse effect on
the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate a business
combination or increase the cost of acquiring the target business, as the shareholders of the target business may be discouraged
from entering into a business combination with us or will request a higher price for their securities because of the potential
effect the exercise of such rights may have on the trading market for our ordinary shares.



EarlyBirdCapital may
have a conflict of interest in rendering services to us in connection with our initial business combination.



We have
engaged EarlyBirdCapital to assist us in connection with our initial business combination. We will pay EarlyBirdCapital a cash
fee for such services upon the consummation of our initial business combination in an aggregate amount equal to 3.5% of the total
gross proceeds raised in the offering. We will also pay EarlyBirdCapital a cash fee of 1.0% of the total consideration payable
in a proposed business combination if EarlyBirdCapital introduces us to the target business with which we complete a business combination.
EarlyBirdCapital’s shares will also be worthless if we do not consummate an initial business combination. The financial interests
may result in EarlyBirdCapital having a conflict of interest when providing the services to us in connection with an initial business
combination.



If we are deemed to be an
investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which
may make it difficult for us to complete a business combination.



A
company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the
business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment
company under the Investment Company Act of 1940. Since we will invest the proceeds held in the trust account only in United
States government treasury bills, notes or bonds having a maturity of 180 days or less or in money market funds meeting the
applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United
States treasuries, we believe that we will not be considered to be an investment company pursuant to the exemption provided
in Rule 3a-1 promulgated under the Investment Company Act of 1940.





27







If we are nevertheless deemed
to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions that may make
it more difficult for us to complete a business combination, including:



| | • | restrictions on the nature of our investments; and
| | - | --------------------------------------------------



| | • | restrictions on the issuance of securities.
| | - | -------------------------------------------



In addition, we may have imposed
upon us certain burdensome requirements, including:



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



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

| | • | reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure
requirements and other rules and regulations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



Compliance
with these additional regulatory burdens would require additional expense that we have not provided for.



We may not seek an opinion
from an unaffiliated third party as to the fair market value of the target business we acquire.



We are
not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in
excess of at least 80% of the balance of the trust account (excluding any taxes payable) unless our board of directors cannot make
such determination on its own. We are also not required to obtain an opinion from an unaffiliated third party indicating that the
price we are paying is fair to our shareholders from a financial point of view unless the target is affiliated with our officers,
directors, initial shareholders or their affiliates. If no opinion is obtained, our shareholders will be relying on the judgment
of our board of directors, whose collective experience in business evaluations for blank check companies like ours is not significant.
Furthermore, our directors may have a conflict of interest in analyzing the transaction due to their personal and financial interests.



We may acquire a target
business that is affiliated with our officers, directors, initial shareholders or their affiliates.



While
we do not currently intend to pursue an initial business combination with a company that is affiliated with our officers, directors,
initial shareholders or their affiliates, we are not prohibited from pursuing such a transaction, nor are we prohibited from consummating
a business combination where any of our officers, directors, initial shareholders or their affiliates acquire a minority interest
in the target business alongside our acquisition, provided in each case we obtain an opinion from an unaffiliated third party indicating
that the price we are paying is fair to our shareholders from a financial point of view. These affiliations could cause our officers
or directors to have a conflict of interest in analyzing such transactions due to their personal and financial interests.



Because we are incorporated
under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your
rights through the U.S. Federal courts may be limited.



We are
an exempted company incorporated under the laws of the Cayman Islands and certain of our officers and directors are residents of
jurisdictions outside the United States. As a result, it may be difficult for investors to effect service of process within the
United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors
or officers.



Our corporate
affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may
be supplemented or amended from time to time) or the common law of the Cayman Islands. The rights of shareholders to take action
against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman
Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived
in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of
whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders
and the fiduciary responsibilities of our directors under Cayman Islands law are different from statutes or judicial precedent
in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared
to the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action
in a Federal court of the United States.





28







We
have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or
enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal
securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose
liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or
any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman
Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on
the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of
taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the
grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the
public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.



As a result
of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by
management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States
company.



We are subject to changing
law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs
and the risk of non-compliance.



We are
subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection
of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under
applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to
result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating
activities to compliance activities.



Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve
over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and
additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply
with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.



Because we must furnish
our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issued by the
IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses.



We will
be required to provide historical and pro forma financial statement disclosure relating to our target business to our shareholders.
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 as issued by the International
Accounting Standards Board, 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. The financial
statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial
business combination, which would need to be filed within four business days after closing. These financial statement requirements
may limit the pool of potential target businesses we may acquire.



Compliance with the Sarbanes-Oxley
Act of 2002 requires substantial financial and management resources and may increase the time and costs of completing an acquisition.



Section
404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and may require us
to have such system audited by an independent registered public accounting firm. If we fail to maintain the adequacy of our internal
controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or shareholder litigation. Any inability
to provide reliable financial reports could harm our business. A target business may also not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding the adequacy of internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore,
any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls
over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting
obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which
could have a negative effect on the trading price of our securities.





29







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 and 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,” as defined in the JOBS Act. We will remain an “emerging growth
company” for up to five years. However, if our non-convertible debt issued within a three-year period exceeds $1.0
billion or revenues exceed $1.07 billion, or the market value of our ordinary shares that are held by non-affiliates exceeds
$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the following fiscal year. As an emerging growth company, we are not being required to comply with the auditor
attestation requirements of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards apply to private companies. As
such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot
predict if investors will find our shares less attractive because we may rely on these provisions. If some investors find our
shares less attractive as a result, there may be a less active trading market for our shares and our share price 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, will not adopt the new or revised
standard until the time private companies are required to 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.



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 June 30th, 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 prior June 30th. 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.



We may be a passive foreign
investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.



If we are determined to be a PFIC (under
the rules described below) for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as
defined below) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences
and may be subject to additional reporting requirements. The term “U.S. Holder” means a beneficial owner of Class A
ordinary shares or warrants who or that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the United
States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created
or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District
of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or
(iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid
election to be treated as a U.S. person.



A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S.
tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation
in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will
be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market
value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered
to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally
includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or
business) and gains from the disposition of passive assets.





30







Because we are a blank check company, with no current active
business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant
to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up
year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a
PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either
of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable
year. After the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending
on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the
acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the
start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for our current taxable year or any
future taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance
with respect to our status as a PFIC for our current taxable year or any future taxable year.



If we are determined to be a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants and, in the case of
our Class A ordinary shares, the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election
for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares or a timely
 “mark to market” election, each as described below, such holder generally will be subject to special rules with respect
to:



| | ● | any gain recognized by
the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants; and
| | - | -----------------------------------------------------------------------------------------------------------------------



| | ● | any “excess distribution”
made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater
than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the
three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A ordinary
shares).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under these rules,



| | ● | the U.S. Holder’s
gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares
and warrants (as applicable);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the amount allocated
to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to
the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will
be taxed as ordinary income;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the amount allocated
to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest
tax rate in effect for that year and applicable to the U.S. Holder; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the interest charge generally
applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S.
Holder.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



In general, if we are determined to be a PFIC, a U.S. Holder
may avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making
a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital
gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the
taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election
to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject
to an interest charge.



A U.S. Holder may not make a QEF election with respect to its
warrants to acquire our Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other
than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules
treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the U.S. Holder
held the warrants. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired
Class A ordinary shares (or has previously made a QEF election with respect to our Class A ordinary shares), the QEF election will
apply to the newly acquired Class A ordinary shares, but the adverse tax consequences relating to PFIC shares, adjusted to take
into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired
Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the
period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election. The purging election creates a deemed
sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax
and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election,
the U.S. Holder will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants
for purposes of the PFIC rules.



The QEF election is made on a shareholder-by-shareholder basis
and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A
U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a
timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally
may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent
of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive
QEF election under their particular circumstances.





31







In order to comply with the requirements of a QEF election,
a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we
will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement,
in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely
knowledge of our status as a PFIC in the future or of the required information to be provided.



If a U.S. Holder has made a QEF election with respect to our
Class A ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election
for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint
pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally will
be taxable as capital gain and no interest charge will be imposed under the PFIC rules. As discussed above, U.S. Holders of a QEF
are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent
distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend
to such U.S. Holders. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in
income, and decreased by amounts distributed but not taxed as dividends, under the above rules.



Although a determination as to our PFIC status will be made
annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held
Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years.
A U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or
is deemed to hold) our Class A ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed
above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to
such shares for any taxable year of us that ends within or with a taxable year of the U.S. Holder and in which we are not a PFIC.
On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the U.S. Holder
holds (or is deemed to hold) our Class A ordinary shares, the PFIC rules discussed above will continue to apply to such shares
unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent
in such shares attributable to the pre-QEF election period.



Alternatively, if a U.S. Holder, at the close of its taxable
year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect
to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the
U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A ordinary shares in us and for which we are determined
to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Class A ordinary shares.
Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of
its Class A ordinary shares at the end of its taxable year over the adjusted basis in its Class A ordinary shares. The U.S. Holder
also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Class A ordinary shares
over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount
of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary
shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable
disposition of the Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election likely may
not be made with respect to our warrants.



The mark-to-market election is available only for stock that
is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including
the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market
price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability
and tax consequences of a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances.



If we are a PFIC and, at any time, have a foreign subsidiary
that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and
generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or
dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an
interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that
may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we
will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any
such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information.
U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.



A U.S. Holder that owns (or is deemed
to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF
or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.



The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders
of our Class A ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules
to our Class A ordinary shares or warrants under their particular circumstances.



We may reincorporate in
another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on
shareholders.



We may,
in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require
a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members
are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes.
Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.





32







If our management following
a business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws which could lead to various regulatory issues.



Following
a business combination, our management will likely resign from their positions as officers of the company and the management of
the target business at the time of the business combination will remain in place. We cannot assure you that management of the target
business will be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend
time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.



If restrictions on repatriation
of earnings from the target business’ home jurisdiction to foreign entities are instituted, our business following a business
combination may be materially negatively affected.



It
is possible that following an initial business combination, the home jurisdiction of the target business may have restrictions
on repatriations of earnings or additional restrictions may be imposed in the future. If they were, it could have a material adverse
effect on our operations.



Risks Associated with Acquiring
and Operating a Business Outside of the United States



If we effect our initial
business combination with a company located 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 located outside of the United States, we would be subject to any special
considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the
following:



| | • | rules and regulations or currency redemption or 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;
| | - | ----------------------



| | • | 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;
| | - | -------------------



| | • | challenges in collecting accounts receivable;
| | - | ---------------------------------------------



| | • | cultural and language differences;
| | - | ----------------------------------



| | • | employment regulations;
| | - | -----------------------



| | • | crime, strikes, riots, civil disturbances, terrorist
attacks and wars; and
| | - | --------------------------------------------------------------------------



| | • | deterioration of political relations with the United States which could result in any number
of difficulties, both normal course such as above or extraordinary such as sanctions being imposed. We may not be able to adequately
address these additional risks. If we were unable to do so, our operations might suffer.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we effect a business
combination with a company located outside of the United States, the laws applicable to such company will likely govern all of
our material agreements and we may not be able to enforce our legal rights.



If we effect
a business combination with a company located outside of the United States, the laws of the country in which such company operates
will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will
be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws
and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the
United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it
is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors
might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their
legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated
upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.





33







Because of the costs and
difficulties inherent in managing cross-border business operations after we acquire it, our results of operations may be negatively
impacted following a business combination.



Managing
a business, operations, personnel or assets in another country is challenging and costly. Management of the target business
that we may hire (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of
significant differences in accounting rules, legal regimes and labor practices. Even with a seasoned and experienced
management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets can
be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational
performance.



After our initial business
combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived
from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent,
to the economic, political and legal policies, developments and conditions in the country in which we operate.



The economic,
political and social conditions, as well as government policies, of the country in which our operations are located could affect
our business. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there
may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially
and adversely affect our ability to find an attractive target business with which to consummate our initial business combination
and if we effect our initial business combination, the ability of that target business to become profitable.



Exchange rate fluctuations
and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.



In the
event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The
value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic
conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any
target business or, following consummation of our initial business combination, our financial condition and results of operations.
Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination,
the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate
such transaction.



Because
our business objective includes the possibility of acquiring one or more operating businesses with primary operations in markets
outside the United States, we will focus on changes in the exchange rate between the U.S. dollar and the currency of any relevant
jurisdiction may affect our ability to achieve such objective. If the U.S. dollar declines in value against the relevant currency,
any business combination will be more expensive and therefore more difficult to complete. Furthermore, we may incur costs in connection
with conversions between U.S. dollars and the relevant currency, which may make it more difficult to consummate a business combination.



Because foreign law could
govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which
could result in a significant loss of business, business opportunities or capital.



Foreign
law could govern almost all of our material agreements. The target business may not be able to enforce any of its material agreements
or that remedies will be available outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement
of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United
States. Judiciaries in such jurisdiction may also be relatively inexperienced in enforcing corporate and commercial law, leading
to a higher than usual degree of uncertainty as to the outcome of any litigation. As a result, the inability to enforce or obtain
a remedy under any of our future agreements could result in a significant loss of business and business opportunities.



Corporate governance standards
in foreign countries may not be as strict or developed as in the United States and such weakness may hide issues and operational
practices that are detrimental to a target business.



General
corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable
related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws
often do not go far to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally
as a result of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some
parts of the overall company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in
inadequate credit evaluation and weakness that may precipitate or encourage financial crisis. In our evaluation of a business combination
we will have to evaluate the corporate governance of a target and the business environment, and in accordance with United States
laws for reporting companies take steps to implement practices that will cause compliance with all applicable rules and accounting
practices. Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk to an investment
we ultimately make and that result in an adverse effect on our operations and financial results.





34







Companies
in foreign countries may be subject to accounting, auditing, regulatory and financial standards and requirements that differ, in
some cases significantly, from those applicable to public companies in the United States, which may make it more difficult or complex
to consummate a business combination. In particular, the assets and profits appearing on the financial statements of a foreign
company may not reflect its financial position or results of operations in the way they would be reflected had such financial statements
been prepared in accordance with U.S. GAAP and there may be substantially less publicly available information about companies in
certain jurisdictions than there is about comparable United States companies. Moreover, foreign

companies may not be subject to the same degree
of regulation as are United States companies with respect to such matters as insider trading rules, tender offer regulation, shareholder
proxy requirements and the timely disclosure of information.



Legal
principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and shareholders’ rights for foreign corporations may differ from those that may apply in the U.S., which may make the consummation
of a business combination with a foreign company more difficult. We therefore may have more difficulty in achieving our business
objective.



Because a foreign judiciary
may determine the scope and enforcement of almost all of our target business’ material agreements under the law of such foreign
jurisdiction, we may be unable to enforce our rights inside and outside of such jurisdiction.



The law
of a foreign jurisdiction may govern almost all of our target business’ material agreements, some of which may be with governmental
agencies in such jurisdiction. We cannot assure you that the target business or businesses will be able to enforce any of their
material agreements or that remedies will be available outside of such jurisdiction. The inability to enforce or obtain a remedy
under any of our future agreements may have a material adverse impact on our future operations.



A
slowdown in economic growth in the markets that our business target operates in may adversely affect our business, financial condition,
results of operations, the value of its equity shares and the trading price of our shares following our business combination.



Following
the business combination, our results of operations and financial condition may be dependent on, and may be adversely affected
by, conditions in financial markets in the global economy, and, particularly in the markets where the business operates. The specific
economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization
policies, business corruption, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest
rates, inflation, commodity and energy prices and various other factors which may adversely affect our business, financial condition,
results of operations, value of our equity shares and the trading price of our shares following the business combination.



Regional hostilities,
terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence
and a decline in the value of our equity shares and trading price of our shares following our business combination.



Terrorist
attacks, civil unrest and other acts of violence or war may negatively affect the markets in which we may operates our business
following our business combination and also adversely affect the worldwide financial markets. In addition, the countries we will
focus on, have from time to time experienced instances of civil unrest and hostilities among or between neighboring countries.
Any such hostilities and tensions may result in investor concern about stability in the region, which may adversely affect the
value of our equity shares and the trading price of our shares following our business combination. Events of this nature in the
future, as well as social and civil unrest, could influence the economy in which our business target operates, and could have an
adverse effect on our business, including the value of equity shares and the trading price of our shares following our business
combination.



The occurrence of natural
disasters may adversely affect our business, financial condition and results of operations following our business combination.



The occurrence
of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our
business, financial condition or results of operations following our business combination. The potential impact of a natural disaster
on our results of operations and financial position is speculative, and would depend on numerous factors. The extent and severity
of these natural disasters determines their effect on a given economy. We cannot assure you that natural disasters will not occur
in the future or that its business, financial condition and results of operations will not be adversely affected.



Any downgrade of credit
ratings of the country in which the company we acquire does business may adversely affect our ability to raise debt financing following
our business combination.



No assurance
can be given that any rating organization will not downgrade the credit ratings of the sovereign foreign currency long-term debt
of the country in which our business target operates, which reflect an assessment of the overall financial capacity of the government
of such country to pay its obligations and its ability to meet its financial commitments as they become due. Any downgrade could
cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with
our future variable rate debt and our ability to access the debt markets on favorable terms in the future. This could have an adverse
effect on our financial condition following our business combination.





35







Returns on investment in foreign
companies may be decreased by withholding and other taxes.



Our investments
will incur tax risk. Income that might otherwise not be subject to withholding of local income tax under normal international conventions
may be subject to withholding of income tax. Additionally, proof of payment of withholding taxes may be required as part of the
remittance procedure. Any withholding taxes paid by us on income from our investments in such country may or may not be creditable
on our income tax returns. We intend to seek to minimize any withholding tax or local tax otherwise imposed. However, there is
no assurance that the foreign tax authorities will recognize application of such treaties to achieve a minimization of such tax.
We may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the potential tax consequences
of a business combination.



The decision by British voters
to exit the European Union may negatively impact us.



The United Kingdom
(the “U.K.”) withdrew from the European Union on January 31, 2020 (commonly referred to as “Brexit”). The
terms under which the U.K is leaving the European Union are still uncertain. If the U.K. leaves the European Union with no agreement,
it will likely have an adverse impact on labor and trade in addition to creating further short-term uncertainty and currency volatility.
In the absence of a future trade deal, the U.K.’s trade with the European Union and the rest of the world would be subject
to tariffs and duties set by the World Trade Organization. Additionally, the movement of goods between the U.K. and the remaining
member states of the European Union will be subject to additional inspections and documentation checks, leading to possible delays
at ports of entry and departure. These changes to the trading relationship between the U.K and European Union would likely result
in increased cost of goods imported into and exported from the U.K. and may decrease the profitability of U.K.-based and other
operations. Additional currency volatility could drive a weaker British pound, which would increase the cost of goods imported
into the U.K. operations and may decrease the profitability of U.K. operations. A weaker British pound versus the U.S. dollar also
causes local currency results of U.K. operations to be translated into fewer U.S. dollars during a reporting period. With a range
of outcomes still possible, the impact from Brexit remains uncertain and will depend, in part, on the final outcome of tariff,
trade, regulatory and other negotiations. As a result, we may be negatively affected by the above contingencies to the extent that
they occur and to the extent that we consummate an initial business combination with a target that either is located in the U.K.,
has material exposure to the U.K., or is otherwise materially influenced by the potential negative consequences of Brexit.



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.



|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. We currently maintain our principal executive offices at 1049 Park Ave.
14A, New York, NY 10028. The cost for this space is included in the $3,000 per-month aggregate fee we pay to an affiliate of our
Chef Financial Officer for general and administrative services. We consider our current office space, combined with the other office
space otherwise available to our executive officers, adequate for our current operations.



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



To the knowledge of our management, there
is no litigation currently pending against us, any of our officers or directors in their capacity as such or against any of our
property.



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



Not applicable.











36









PART II



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



Market Information



Our units, ordinary shares and warrants
are each traded on the New York Stock Exchange under the symbols “GLEO.U,” “GLEO” and “GLEO WS,”
respectively. Our units commenced public trading on October 18, 2019, and our ordinary shares and warrants commenced separate public
trading on November 14, 2019.



Holders





On March 20, 2020, there was one holder
of record of our units, three holders of record of our ordinary shares and three holders of record of our warrants.



Securities Authorized for Issuance Under Equity Compensation
Plans



None.



Recent Sales of Unregistered Securities



None.



Purchases of Equity Securities by the Issuer and Affiliated
Purchasers



None.



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



Not required.



ITEM 7.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of
the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements
and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual
Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors”
and elsewhere in this Annual Report on Form 10-K.



Overview



We are a blank check company incorporated
in the Cayman Islands on July 30, 2019 formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar Business Combination with one or more businesses. Our efforts to identify
a prospective target business will not be limited to a particular industry or geographic location. However, we believe we are particularly
well-positioned to capitalize on growing opportunities which are headquartered in Western Europe and are significantly export oriented
towards the United States and with a clearly defined North American high growth strategy. We intend to effectuate our Business
Combination using cash derived from the proceeds of the Initial Public Offering, our shares, debt or a combination of cash, shares
and debt.



The issuance of additional
ordinary shares in a Business Combination:



| | ● | may significantly reduce the equity interest of our shareholders;
| | - | -----------------------------------------------------------------



| | ● | may subordinate the rights of holders of ordinary shares if we issue preference shares with rights senior to those afforded to our ordinary shares;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------





37







| | ● | will likely cause a change in control if a substantial number of our ordinary  shares are issued, which may affect, among other things, our ability to use our net operating  loss carry forwards,  if any, and most likely will also result in the resignation  or removal of our present officers and directors; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | may adversely affect prevailing market prices for our securities.
| | - | -----------------------------------------------------------------



Similarly, if we issue debt
securities, it could result in:



| | ● | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | ● | acceleration of our obligations  to repay the indebtedness  even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant 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; and
| | - | -------------------------------------------------------------------------------------------------------------------



| | ● | our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Results of Operations



We have neither engaged in any operations
nor generated any revenues to date. Our only activities from inception to December 31, 2019 were organizational activities, those
necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating
income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being
a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in
connection with completing a Business Combination.



For the period from July 30, 2019 (inception)
through December 31, 2019, we had a net income of $241,659, which consists of interest income on marketable securities held in
the Trust Account of $414,479, offset by operating and formation costs of $172,820.



Liquidity and Capital Resources



Until the consummation of the Initial Public
Offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from
our Sponsor.



On October 22, 2019, we consummated the
Initial Public Offering of 13,800,000 Units, which included the full exercise by the underwriters of the over-allotment option
to purchase an additional 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000. Simultaneously with the
closing of the Initial Public Offering, we consummated the sale of 4,110,000 Private Warrants to the Sponsor and EarlyBirdCapital,
at a price of $1.00 per Private Warrant, generating gross proceeds of $4,110,000.



Following the Initial Public Offering,
the exercise of the over-allotment option and the sale of the Private Warrants, a total of $138,000,000 was placed in the Trust
Account. We incurred $3,187,305 in transaction costs, including $2,760,000 of underwriting fees and $427,305 of other offering
costs.



For the period from July 30, 2019 (inception)
through December 31, 2019, cash used in operating activities was $231,770. Net income of $241,659 was affected by interest earned
on marketable securities held in the Trust Account of $414,479, formation costs paid by Sponsor of $5,000 and changes in operating
assets and liabilities, which used $63,950 of cash from operating activities.



As of December 31, 2019, we had cash and
marketable securities held in the Trust Account of $138,414,479. We intend to use substantially all of the funds held in the Trust
Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. To the extent
that our share capital is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds
held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make
other acquisitions and pursue our growth strategies.



As of December 31, 2019, we had cash of
$712,062 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and
evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.





38







In order to fund working capital deficiencies
or 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. If we complete a Business Combination,
we would repay such loaned amounts. In the event that a 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 $1,000,000 of such loans may be convertible into warrants identical to the Private Warrants, at a price of $1.00
per warrant at the option of the lender.



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



Off-balance sheet financing arrangements



We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2019. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or
purchased any non-financial assets.



Contractual obligations



We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities.



We have an agreement to pay an affiliate
of our Chief Financial Officer a monthly fee of $3,000 for office space, utilities and secretarial and administrative support to
the Company. We began incurring these fees on October 17, 2019 and will continue to incur these fees monthly until the earlier
of the completion of the Business Combination and the Company’s liquidation.



We engaged EarlyBirdCapital as an advisor
in connection with a Business Combination to assist us in locating target businesses, holding meetings with our shareholders to
discuss a potential Business Combination and the target business’ attributes, introduce us to potential investors that are
interested in purchasing securities, assist us in obtaining shareholder approval for the Business Combination and assist us with
our press releases and public filings in connection with a Business Combination. We will pay EarlyBirdCapital a cash fee equal
to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000, for such services only upon the consummation of a
Business Combination. Of such amount, up to approximately 25% may be paid (subject to our discretion) to third parties who are
investment banks or financial advisory firms not participating in Initial Public Offering that assist us in consummating its Business
Combination. The election to make such payments to third parties will be solely at the discretion of our management team, and such
third parties will be selected by the management team in their sole and absolute discretion.



Additionally, we will pay EarlyBirdCapital
a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it introduces us to the target
business with which we complete a Business Combination; provided that the foregoing fee will not be paid prior to the date that
is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be
deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii).



Critical Accounting Policies



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



Ordinary shares subject to possible redemption



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





39







Net income (loss) per ordinary share



We apply the two-class
method in calculating earnings per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares is calculated
by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding
since original issuance outstanding for the period. Net loss per common share, basic and diluted for non-redeemable ordinary shares
is calculated by dividing the net income (loss), less income attributable to redeemable ordinary shares, by the weighted average
number of non-redeemable ordinary shares outstanding for the period.



Recent Accounting Pronouncements



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



Item 7A.      Quantitative and Qualitative Disclosures about Market
Risk



As of December 31, 2019, we were not subject
to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial
Public Offering, including amounts in the Trust Account, have been 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 believe there will be no associated material exposure to interest rate risk.



Item 8.        Financial Statements and Supplementary Data



This information appears following Item 15 of this Report and
is included herein by reference.



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 are procedures that
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules
and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated
to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief
financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December
31, 2019, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of December 31, 2019, our disclosure controls and procedures were effective.



We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and
the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures,
no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies
and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.



Management’s Report on Internal
Controls Over Financial Reporting



This Annual Report on Form 10-K does not
include a report of management’s assessment regarding internal control over financial reporting or an attestation report
of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public
companies.





40







Changes in Internal Control over Financial Reporting



There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



Item 14.      Principal Accountant
Fees and Services.



The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.



Audit Fees. During the period from
July 30, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately
$44,800, for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2019
financial statements included in this Annual Report on Form 10-K.



Audit-Related Fees. During the period
from July 30, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render assurance
and related services related to the performance of the audit or review of financial statements.



Tax Fees. During the period from
July 30, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.



All Other Fees. During the period
from July 30, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by our independent
registered public accounting firm other than those set forth above.



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).



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



None.



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                                              | ​
|---------------- | - | - | --- | - | - | ----------------------------------------------------- | -
|Luca Giacometti  | ​ | ​ | 59  | ​ | ​ | Chairman of the
    Board and Chief Executive Officer | ​
|                 |   |   |     |   |   |                                                       |  
|Alberto Recchi   | ​ | ​ | 46  | ​ | ​ | Chief Financial
    Officer and Director              | ​
|                 |   |   |     |   |   |                                                       |  
|Patrick S. Jones | ​ | ​ | 75  | ​ | ​ | Director                                              | ​
|                 |   |   |     |   |   |                                                       |  
|Alberto Pontonio | ​ | ​ | 53  | ​ | ​ | Director                                              | ​
|                 |   |   |     |   |   |                                                       |  
|Robert
    Cohen | ​ | ​ | 63  | ​ | ​ | Director                                              | ​





41







Luca Giacometti, has served as our
Chairman and Chief Executive Officer since inception, has over 30 years of experience in private equity and as a sponsor of
blank check companies, having previously led four blank check companies in Italy. He launched the first blank check company under
Italian law in 2011. In 2017 he sponsored Glenalta (merged with CFT S.p.A.), GF in 2015 (merged with Orsero S.p.A.), IPO Challenger
in 2014 (merged with Italian Wine Brands S.p.A.), and MII1 in 2011 (merged with SeSa S.p.A.). In 2005 Mr. Giacometti co-founded
European Co-investment Partners LLP with Mr. David Smith, one of our strategic advisors, and other former GE Capital colleagues,
thereby forming Capital Dynamics’ private equity co-investment business. Capital Dynamics is an independent global private
asset management business commanding over $16 billion in assets under management and advisory service arrangements, more than
700 fund investments, over 350 fund general partner relationships and a global footprint of 11 offices. Capital Dynamics is not
our affiliate. Mr. Giacometti remains a Senior Adviser to Capital Dynamics, typically working closely with Mr. Smith.
He has been an independent director of Digital Magics (DM:XMIL) since 2012. Digital Magics is a large Italian digital incubator,
listed on the Milan Stock Exchange, with more than 70 accelerated startups. From 2003 to 2005, he worked at the Ferrero family
office in Italy, where he was in charge of its private equity activities. From 1996 to 2002, Mr. Giacometti founded and managed
General Electric’s private equity business in Italy. At the time, Mr. Giacometti worked with another one of our strategic
advisors, Mr. Giuseppe Recchi. Mr. Giacometti built a private equity portfolio including Cantieri Rodriguez, Nuova Bianchi,
Bafin, SM Logistics, Vimercati, GMV Martini MARR and Euralcom, sometimes serving on the board of directors of these companies;
Messrs. Giacometti and Smith worked together closely in sourcing, executing and realizing this portfolio. Prior to this, Mr. Giacometti
was deputy director of merchant banking at Banca Commerciale Italiana, where he worked on private equity investments in Italian
companies including Grove, IMA, and Industrie Ilpea. Prior to joining Banca Commerciale Italiana, Mr. Giacometti worked in
the syndications group at Citibank in Milan where he was responsible for the syndication of Italian MBOs. Mr. Giacometti holds
a degree in business and economics from the Luigi Bocconi School of Business in Milan. Mr. Giacometti is well-qualified to
serve on our Board due to his extensive blank check company, investment and banking experience.



Alberto Recchi, has served as our
Chief Financial Officer and one of our Directors since inception, has over 15 years of experience in corporate and leveraged
finance, mergers and acquisitions, and principal investing, in both the North American and Western European markets. In 2019, he
founded Ampla Capital, a merchant bank, based in New York, which focuses on proprietary direct co-investments, in both established
and growth-oriented SMEs in the North American and Western European markets. Previously, from 2016 to 2019, he was a Managing Director
at MC Square Capital, a co-investment platform and cross-border boutique merchant bank. Prior to this, Mr. Recchi spent 12 years
at Credit Suisse, where he worked in the Private Banking and Wealth Management Division in London for three years, advising
corporate treasury departments, single and multi-family offices, ultra-high net worth individuals, across all product offerings,
including direct investments, asset management, custody, corporate finance, structured finance, and private wealth management.
Prior to that he worked in the Investment Banking Division for nine years, advising financial sponsors in the U.S. and E.U.,
structuring and executing LBOs, IPOs and M&A deals, based in New York first and London thereafter. During his tenure at Credit
Suisse, Mr. Recchi developed a network of relationships with single and multi-family offices, and with private equity players
in North America and Western Europe. He is the brother of one of our strategic advisors. Mr. Recchi holds B.S. and M.S. degrees
in Aerospace Engineering from the Polytechnic of Turin, Italy. He also holds an M.B.A. from Columbia Business School as well as
an M&A Certificate of Mastery issued by the New York Institute of Finance. Mr. Recchi is well-qualified to serve on our
Board due to his extensive investment and finance background in both the U.S. and Western Europe.



Patrick S. Jones, has served as one
of our Directors since October 2019, is a private investor with considerable independent board member experience with a variety
of technology companies. He currently serves as audit committee chairman and independent board member for Talend SA (TLND:NASDAQ),
a software company, since 2015, as audit committee chairman and independent board member for Fluidigm (FLDM:NASDAQ), a designer
and manufacturer of integrated fluidic circuit technology, since 2011, and also an independent board member of Itesoft SA (ITE.PA:PARIS),
a software company, since 2014. Previously, from 2007 to 2017, he was Chairman of the Board of Lattice Semiconductor (LSCC:NASDAQ),
Chairman of the Board of InsideSecure (INSD.PA:PARIS) (now Verimatrix), Chairman of the Board of Dialogic (DLGC:OTC), Chairman
of the Board of Epocrates (EPOC:NASDAQ), and has served on other boards including Openwave Systems (UPIP:NASDAQ) and Novell (NOVL:NASDAQ).
Prior to this, he was Senior Vice President and Chief Financial Officer for Gemplus SA, where he worked closely with Mr. David
Smith, one of our strategic advisors, who also served on Gemplus’s board of directors, audit committee and IPO committee
prior to the company’s initial public offering, representing shareholder GE Capital. Prior to this, Mr. Jones was Vice
President of Finance — Corporate Controller for Intel Corp (INTC:NASDAQ). Mr. Jones has an undergraduate
degree from the University of Illinois, and an MBA from Saint Louis University. Mr. Jones is well-qualified to serve on our
Board due to his extensive investment and board experience.





42







Alberto
Pontonio, has served as one of our Directors since October 2019 and has over 25 years of experience in the financial
services industry in both the US and European markets. In January 2019, he joined Raymond James as a financial advisor,
based in Miami. Prior to this, from 2015 to December 2018, he traded Equity Index futures. In 2009, he co-founded
Censible, an automated investment platform that allows individual investors to align their investments with their personal
interests and social values. Previously, Mr. Pontonio worked for Espirito Santo Investment Banking, was a Managing
Director at Bear Stearns in London, and worked at Merrill Lynch, in New York and then in London, as a Director in the
Institutional Equity department. Mr. Pontonio started his career in New York at Cowen & Co. He holds a B.A. in
economics from the Catholic University in Milan, Italy. Mr. Pontonio is well-qualified to serve on our Board due to his
extensive experience in the financial services industry in both the US and European markets.



Robert Cohen, has served as one of
our Directors since October 2019 and has 37 years’ of experience in investment banking and financial services around
the world. In 2007, he founded Cohen Brothers, an international fund placement agent, raising capital across all main private asset
fund strategies for fund manager clients in the US, Europe and Asia. From 2000 to 2007, he held chief executive positions at Deutsche
Bank and Schroder fund management businesses in France. From 1998 to 2000, he was a director and executive board member of J. Henry
Schroder & Co. in London in structured investments, a vice president at Natixis in Equity Capital Markets, a deputy chief financial
officer in Barclay’s France group specialized credit division and a senior auditor at Ernst & Young Paris, where he started
his career. He holds the Ecole des Hautes Etudes Commerciales diploma (MBA), Jouy en Josas, France and was a board member of AFG,
the French fund management professional association. Mr Cohen is well qualified to serve on our board given his extensive executive,
board, audit and private and public company experience.



Strategic Advisors



David Smith, has served as one of
our strategic advisors since October 2019 and has over 30 years of experience in private equity and infrastructure investments.
Since 2002, Mr. Smith has been Senior Managing Director and a senior member of the Co-Investment team at Capital Dynamics,
based in London. He is also the Chairman of Capital Dynamics’ Clean Energy Infrastructure Investment Committee in respect
of certain existing investment mandates. Prior to joining Capital Dynamics, Mr. Smith worked with GE Capital in the UK and
the US from early 1990 until late 2002, serving in its energy infrastructure finance and private equity business, where he worked
closely with Mr. Giacometti, our Chief Executive Officer. Messrs. Giacometti and Smith have worked together for over 20 years.
Earlier in his career, Mr. Smith was engaged as an adviser to AXA Private Equity (now known as Ardian) and established the
European business of First Reserve Corporation, a private equity firm specializing in leveraged buyouts and growth capital investments
in the energy sector, prior to which he was with BP Ventures’ solar photovoltaics business. He serves on the board of directors
of the Major Projects Association and is a member of the Institution of Engineering and Technology. Mr. Smith holds a B.A.
in Electrical Engineering and a Masters Degree in Engineering, each from the University of Southampton, and an M.B.A. from the
Cass Business School of City University London.



Galeazzo Pecori Giraldi has served
as one of our strategic advisors since October 2019. He is Chairman of the Board of Hedge Invest SGR, an Italian independent asset
management company specialized in the creation and management of alternative investments with over €1 billion AUM. Previously,
he was the Global Head of Private Investment Banking at Société Générale, based in Paris, responsible
for relationships with major holding companies and family offices for Europe and the Middle East. He was also Deputy Chairman of
the Investment Banking Committee and Member of the European Strategic Committee. Prior to this, he spent 24 years at Morgan
Stanley as Vice Chairman Europe, Chairman and Chief Executive Officer of Italy & Switzerland, Member of the Global Investment
Committee of MSREF (real estate funds). He also spent seven years at Citibank in London at the start of his banking experience.
He has served on the Advisory Board of Bridgepoint Capital since 2007 and served as an independent Deputy Chairman at Clessidra
SGR (Italian mid-cap private equity) until June 2019. He also serves as member of the board of non-profit organizations FAI
(National Trust) and Accenture Foundation. Mr. Pecori Giraldi graduated with a degree in international law from Padua University
and attended graduate courses in Business Economics at Cambridge and Harvard Universities.



Silvio Marenco, has served as one
of our strategic advisors since October 2019 and has over 20 years of professional experience in strategic consultancy, blank
check companies, executive education, venture capital and entrepreneurial activity. Mr. Marenco and Mr. Giacometti have
worked closely together over the last 8 years. They started doing business together when Mr. Marenco invested in Mr. Giacometti’s
first two blank check companies, Made in Italy 1 and IPO Challenger. They reinforced their partnership when they both became SPAC
sponsors and Chief Executive Officers of Glenalta Food and Glenalta. Mr. Marenco founded YouAbroad, a company organizing study
trips abroad for high school students, of which he is now a board member and owner, turning the start-up into a leading company
with revenues exceeding €11 million and EBITDA of €1.6 million. Mr. Marenco also spent 13 years as
a manager of ESCP Europe Business School and 6 years as a strategic consultant in Bain & Company. His core expertise as
strategic consultant includes business growth strategy, turnaround, due diligence, SMEs, market analysis and consumer insight,
specializing particularly in the Food & Beverage, Retail, Industrial Goods and Apparel sectors. Mr. Marenco earned a PhD
at Bournemouth University and University of Turin and an MBA from SDA Bocconi School of Management.





43







Giuseppe
Recchi, has served as one of our strategic advisors since October 2019 and is the Chief Executive Officer of Affidea
Group BV, a leading European provider of diagnostic imaging, cancer treatment and outpatient services operating from 245
centers in 16 countries. Mr. Recchi is a board member of Unipol S.p.A. and he was Executive Chairman of publicly
listed Telecom Italia S.p.A. (now TIM S.p.A.). He was also Chairman of the Board of Eni S.p.A (NYSE: ENI). Prior to
this, he worked at General Electric, where he held several managerial positions in Europe and in the USA: he served as Chief
Executive Officer of GE Capital Structure Finance Group in Italy, Managing Director for Industrial M&A and Business
Development of GE in EMEA, Chairman and Chief Executive Officer of GE Italy, and as Chairman and Chief Executive Officer of
GE Southern Europe. During his tenure at General Electric in London and in Italy, he worked closely with Luca Giacometti, our
Chief Executive Officer, and other colleagues who are today senior professionals at Capital Dynamics. Mr. Recchi has
co-Chaired the Task Force on Improving Transparency and Anti-Corruption at B20 in 2011. He served on several boards,
including the European Advisory Board of The Blackstone Group, the Advisory Board of Invest Industrial (a top quartile
pan-European private equity firm), the Massachusetts Institute of Technology E.I. Advisory Board, and EXOR S.p.A. From 2004
to 2006, he was a visiting Professor in Corporate Finance at Turin University. He is the brother of our Chief Financial
Officer. In 2017, he was appointed by the President of the Republic of Italy, Knight with the Order of Merit for Labor (the
highest recognition for business merit in Italy). Mr. Recchi graduated in Civil Engineering at the Polytechnic
University of Turin.



Our strategic advisors (i) assist us
in sourcing and negotiating with potential business combination targets, (ii) provide their business insights when we assess potential
business combination targets and (iii) upon our request, provide their business insights as we work to create additional value
in the businesses that we acquire. We further expect that our strategic advisors will be invited to attend board meetings as observers.
However, our strategic advisors have no other employment or compensation arrangements with us. Moreover, our strategic advisors
will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting
or decision making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts
or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if any of our strategic advisors
becomes aware of a business combination opportunity which is suitable for any of the entities to which he has fiduciary or contractual
obligations, he will honor his 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 may modify or expand our roster of strategic advisors as we
source potential business combination targets or create value in businesses that we may acquire.



Number and Terms of Office of Officers and Directors



Our board of directors is divided into two
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 shareholders) serving a two-year term. The term of office of the first class of directors, consisting
of Messrs. Recchi, Cohen and Jones, will expire at our first annual meeting of shareholders. The term of office of the second class
of directors, consisting of Messrs. Pontonio and Giacometti, will expire at the second annual meeting of shareholders. In accordance
with NYSE corporate governance requirements, we are not required to hold an annual meeting until one full year after our first
fiscal year end following our listing on the NYSE. Our officers are elected 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 memorandum and articles of association as it deems appropriate. Our memorandum and articles of association
provide that our officers may consist of a Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary,
Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.



Executive Compensation



No executive officer has received any cash
compensation for services rendered to us. Commencing on the date of our initial public offering through the acquisition of a target
business, we pay an affiliate of our Chief Financial Officer an aggregate fee of approximately $3,000 per month for providing us
with office space, utilities and secretarial services.



Other than the approximately $3,000 per month
administrative fee and the repayment of any loans made by our sponsor to us, no compensation of any kind, including finders, consulting
or other similar fees, will be paid to any of our existing shareholders, including our 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. However, such 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. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit
committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.





44







Audit Committee



We have established an audit committee
of the board of directors. Messrs. Cohen, Jones and Pontonio serve as members of our audit committee, and Mr. Jones
chairs the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three
members of the audit committee, all of whom must be independent. Each of Messrs. Cohen, Jones and Pontonio meet the
independent director standard under NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member
of the audit committee is financially literate and our board of directors has determined that each 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 engaged by us;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



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



| | · | setting clear hiring policies for employees or former employees of
the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit 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 and (iii) all relationships
between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s
independence;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial Experts on Audit Committee



The audit committee will at all times be
composed exclusively of  “independent directors” who are “financially literate” as defined under
the NYSE listing standards. The NYSE listing standards define “financially literate” as being able to read and understand
fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.



In addition, we must certify to the NYSE
that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication. The board of directors has determined that Messrs. Cohen, Jones and Pontonio each qualify as an “audit
committee financial expert,” as defined under rules and regulations of the SEC.



Compensation Committee



We have established a compensation committee
of the board of directors. Messrs. Cohen, Jones and Pontonio serve as members of our compensation committee. Under the NYSE listing
standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must
be independent. Messrs. Cohen, Jones and Pontonio are independent and Mr. Cohen chairs the compensation committee.





45







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, if any is paid by us, 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, if any
is paid by us, 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, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders,
officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the
consummation of an initial 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 is 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 must
consider the independence of each such adviser, including the factors required by the NYSE and the SEC.



Nominating and Corporate Governance Committee



We have established a nominating and corporate
governance committee. The members of our nominating and corporate governance are Messrs. Jones and Pontonio. Mr. Pontonio
serves as chair of the nominating and corporate governance committee.



The primary purposes of our nominating and
corporate governance committee is to assist the board in:



| | · | identifying, screening and reviewing individuals qualified to serve
as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders
or to fill vacancies on the board of directors;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

​

| | · | developing and recommending to the board of directors and overseeing
implementation of our corporate governance guidelines;
| | - | ---------------------------------------------------------------------------------------------------------------------------

​

| | · | coordinating and overseeing the annual self-evaluation of the board
of directors, its committees, individual directors and management in the governance of the company; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing on a regular basis our overall corporate governance and
recommending improvements as and when necessary.
| | - | ------------------------------------------------------------------------------------------------------------------

​

The nominating and corporate governance committee
is governed by a charter that complies with the rules of the NYSE.



Compliance with Section 16(a) of the Exchange Act



Section 16(a) of the Exchange Act requires our executive officers,
directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies
of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and
greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.





46







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



Executive Officer and Director Compensation



None of our officers has received any cash
compensation for services rendered to us. We pay an affiliate of our Chief Financial Officer a total of $3,000 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 any finder’s fee, reimbursement,
consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any
affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is). However, these individuals are 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. Any such payments prior to an initial business combination will
be made using funds held outside the trust account. Other than audit committee review of such payments, we do not expect to have
any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with identifying and consummating an initial business combination.



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 shareholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our shareholders in connection with a proposed initial 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 initial 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.





47







|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 ordinary shares as of March 24, 2020 based on information obtained from the persons named
below, with respect to the beneficial ownership of shares of our ordinary shares, by:



| | ● | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
| | - | ------------------------------------------------------------------------------------------------------
| |   |                                                                                                       
| | ● | each of our executive officers and directors that beneficially owns shares of our ordinary shares; and
| |   |                                                                                                       
| | ● | all our executive officers and directors as a group.                                                  



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



|                                                      |  | Ordinary Shares                     |          
|----------------------------------------------------- |  | ----------------------------------- | ---------
|Name and
    Address of Beneficial Owner              |  | Number of Shares Beneficially Owned |          
|Officers and Directors                                |  |                                     |          
|Luca Giacometti (1) (2) (3)                           |  |                                     | 3,450,000
|Alberto Recchi (1) (2)                                |  |                                     | 3,450,000
|Patrick S. Jones (2) (3)                              |  |                                     |          
|Alberto Pontonio (2) (3)                              |  |                                     |          
|Robert Cohen (2) (3)                                  |  |                                     |          
|All Directors and Officers as a group (5 Individuals) |  |                                     | 3,450,000
|                                                      |  |                                     |          
|5% or More Shareholders                               |  |                                     |          
|Galileo Founders Holdings, L.P (1) (2)                |  |                                     | 3,450,000
|JPMorgan Chase & Co.(4)                               |  |                                     | 1,082,000
|Magnetar Financial LLC (5)                            |  |                                     | 1,025,000



| | (1) | Galileo Founders Holdings L.P. (the “Sponsor”) is the record holder of such Ordinary
Shares. Galileo Founders GP Corp. (the “Sponsor GP”) is the general partner of the Sponsor. Luca Giacometti directly
and indirectly through an entity he controls (Gaburo, SRL), and Alberto Recchi, the Company's Chief Financial Officer and Director,
through an entity he controls (Ampla Capital, LLC), are the sole directors and officers of the Sponsor GP. As such, the Sponsor
GP and each of Messrs. Giacometti and Recchi may be deemed to have beneficial ownership of such ordinary shares held directly by
the Sponsor.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The principal place of business for each of these entities and
individuals is: C/O Galileo Acquisition Corp., 1049 Park Avenue. 14A, New York, NY 10028.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Each of these individuals hold an interest in our sponsor. Each such person disclaims any beneficial
ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Pursuant to a Schedule 13G filed by JPMorgan Chase & Co. with the SEC on January 22, 2020,
the address of the principle place of business of such entity is 383 Madison Avenue, New York, NY 10179.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Pursuant to a Schedule 13G filed by Magnetar Financial LLC with the SEC on February 13, 2020, the
ordinary shares reported herein relates to the units held for Magnetar Constellation Master
Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”), Magnetar
Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Magnetar Capital Master
Fund Ltd, (“Master Fund”) and  Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), all
Cayman Islands exempted companies except for Structured Credit Fund which is a Delaware limited partnership , collectively (the
 “Magnetar Funds”).   Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such,
Magnetar Financial exercises voting and investment power over the Units held for the Magnetar Funds’ accounts. Magnetar Capital
Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner
of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. The Principal place of business for each
of these entities and individuals is: 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The table above does
not include the ordinary shares underlying the private warrants or forward purchase securities held or to be held by our sponsor
or the other listed individuals or entities because these securities are not exercisable within 60 days of this report.



Changes in Control



Not applicable.



48







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



In August 2019, we issued an aggregate
of 2,875,000 ordinary shares to our sponsor for $25,000, at a purchase price of  $0.009 share. On October 17, 2019, we effected
a share dividend of 0.2 of a share for each ordinary share in issue, resulting in our sponsor holding an aggregate of 3,450,000
founder shares.



Our sponsor and EarlyBirdCapital purchased
an aggregate of 4,110,000 private warrants at $1.00 per private warrant (for a total purchase price of $4,110,000). Our sponsor
purchased an aggregate of 3,562,000 private warrants and EarlyBirdCapital and/or its designees purchased an aggregate of 548,000
private warrants. The private warrants are identical to the public warrants. These purchases took place on a private placement
basis simultaneously with the consummation of our initial public offering. All of the proceeds we received from these purchases
was placed into an account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The purchasers
have agreed not to transfer, assign or sell any of the private warrants or the underlying securities (except to the same permitted
transferees as the insider shares) until the completion of our initial business combination. In addition, for as long as the private
warrants are held by EarlyBirdCapital or its designees or affiliates, they may not be exercised after five years from the
effective date of the registration statement of which this prospectus forms a part.



In order to meet our working capital needs
following the consummation of our initial public offering, our initial shareholders, officers and directors and their respective
affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of
our initial business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be
converted upon consummation of our business combination into warrants at a price of  $1.00 per warrant. Our shareholders
have approved the issuance of the warrants and underlying securities upon conversion of such notes, to the extent the holder wishes
to so convert them at the time of the consummation of our initial business combination. 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, or interest earned on the
trust account that is available to us, to repay such loaned amounts, but no proceeds from our trust account other than the interest
earned thereon would be used for such repayment.



The holders of our insider shares issued
and outstanding, as well as the holders of the representative shares, the private warrants (and all underlying securities) and
any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans
made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of
this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities.
The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months
prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the representative
shares, the private warrants or securities issued in payment of working capital loans made to us can elect to exercise these registration
rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the
expenses incurred in connection with the filing of any such registration statements.



As of December 31, 2019, our sponsor loaned
us an aggregate of  $61,452 to be used to pay formation expenses and a portion of the expenses of our initial public offering.
The loan was payable without interest on the earlier of March 31, 2020 or on the date on which we consummated our initial
public offering. The loan was repaid upon the consummation of our initial public offering.



We will reimburse our officers and directors
for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as
identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket
expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in
the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed
by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and
payments made to any initial shareholder or member of our management team, or our or their respective affiliates, and any reimbursements
and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested
director abstaining from such review and approval.



Our sponsor, an affiliate of Luca Giacometti,
our Chairman and Chief Executive Officer and Alberto Recchi, our Chief Financial Officer and one of our directors, has agreed that,
commencing on the date of this prospectus through the earlier of our consummation of our initial business combination or our liquidation,
it will make available to us certain general and administrative services, including office space, utilities and secretarial support,
as we may require from time to time. We have agreed to pay an affiliate of our Chief Financial Officer an aggregate of approximately
$3,000 per month for these services.



Other than the rent and the approximately
$3,000 per month administrative fee, no compensation or fees of any kind, including finder’s fees, consulting fees or other
similar compensation, will be paid to any of our initial shareholders, officers or directors who owned our ordinary shares prior
to this offering, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of
the type of transaction that it is).





49







All ongoing and future transactions between
us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable
to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require
prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or
independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors
(or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third
parties.



Related Party Policy



Our audit committee must review and approve
any related person transaction we propose to enter into. Our audit committee charter details the policies and procedures relating
to transactions that may present actual, potential or perceived conflicts of interest and may raise questions as to whether such
transactions are consistent with the best interest of our company and our stockholders. A summary of such policies and procedures
is set forth below.



Any potential related party transaction
that is brought to the audit committee’s attention will be analyzed by the audit committee, in consultation with outside
counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute
a related party transaction. At its meetings, the audit committee will be provided with the details of each new, existing or proposed
related party transaction, including the terms of the transaction, the business purpose of the transaction and the benefits to
us and to the relevant related party.



In determining whether to approve a related
party transaction, the audit committee must consider, among other factors, the following factors to the extent relevant:



| | ● | whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| | ● | whether there are business reasons for us to enter into the transaction;                                                                    
| | ● | whether the transaction would impair the independence of an outside director; and                                                           
| | ● | whether the transaction would present an improper conflict of interest for any director or executive officer.                               



Any member of the audit committee who has
an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if so requested
by the chairman of the audit committee, participate in some or all of the audit committee’s discussions of the transaction.
Upon completion of its review of the transaction, the audit committee may determine to permit or to prohibit the transaction.



Director Independence



NYSE listing
standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a
relationship which in the opinion of the company’s board of directors, would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined
that Messrs. Cohen, Jones and Pontonio are “independent directors” as defined in the NYSE listing standards and
applicable SEC rules. We will only enter into a business combination if it is approved by a majority of our independent
directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates
that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions
must also be approved by our audit committee and a majority of disinterested independent directors.





50







Item 14.        Principal Accountant
Fees and Services.



The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.



Audit Fees. During the period from
July 30, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately
$44,800 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2019
financial statements included in this Annual Report on Form 10-K.



Audit-Related Fees. During the period
from July 30, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render assurance
and related services related to the performance of the audit or review of financial statements.



Tax Fees. During the period from
July 30, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning.



All Other Fees. During the period
from July 30, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by our independent
registered public accounting firm other than those set forth above.



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).



Item 15.        Exhibits, Financial
Statement Schedules



| | (a) | The following documents are filed as part of this Form 10-K:
| | --- | ------------------------------------------------------------



| | (1) | Financial Statements:
| | --- | ---------------------



|                                                        | Page
|------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm | F-2 
|Balance Sheet                                           | F-3 
|Statement of Operations                                 | F-4 
|Statement of Changes in Shareholder’s Equity            | F-5 
|Statement of Cash Flows                                 | F-6 
|Notes to Financial Statements                           | F-7 



| | (2) | Financial Statement Schedules:
| | --- | ------------------------------



None.



| | (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.





51







|Item 16. | Form 10-K Summary.
|-------- | ------------------



Not applicable.





52







EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         |  | Underwriting
    Agreement, dated October 17, 2019, between the Company and EarlyBirdCapital, Inc. (1)                                                                                                                                       
|           
|3.1         |  | Memorandum
    and Articles of Association. (2)                                                                                                                                                                                              
|           
|3.2         |  | Amended and Restated memorandum and Articles of Association. (1)                                                                                                                                                                             
|           
|4.1         |  | Warrant
                                         Agreement, dated October 17, 2019, between Continental Stock Transfer & Trust Company,
                                         as the Warrant Agent, and the Company. (1)                  
|            |  |                                                                                                                                                                                                                                              
|4.2         |  | Description of the Company’s Registered Securities.*                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                              
|10.1        |  | Investment
                                         Management Trust Account Agreement, dated October 17, 2019, between Continental Stock
                                         Transfer & Trust Company, as Trustee, and the Company. (1)
|            |  |                                                                                                                                                                                                                                              
|10.2        |  | Registration
                                         Rights Agreement, dated October 17, 2019, between the Company, Galileo Founders Holdings,
                                         L.P. and the investors party thereto. (1)           
|            |  |                                                                                                                                                                                                                                              
|10.3        |  | Letter
                                         Agreement, dated October 17, 2019, between the Company, its officers, directors and Galileo
                                         Founders Holdings, L.P. (1)                             
|            |  |                                                                                                                                                                                                                                              
|10.5        |  | Administrative Services Agreement, dated October 17, 2019, by and among
the Company and Ampla Capital, LLC. (1)                                                                                                                              
|            |  |                                                                                                                                                                                                                                              
|10.6        |  | Securities Subscription Agreement, dated August 16, 2019, by and
between the Registrant and Galileo Founders Holdings, L.P. (2)                                                                                                              
|           
|10.7        |  | Promissory Note, dated August 16, 2019 (2)                                                                                                                                                                                                   
|           
|10.8        |  | Warrant Subscription Agreement, dated October 17, 2019 by and between
the Company and Galileo Founders Holdings, L.P. (1)                                                                                                                    
|           
|10.9        |  | Warrant Subscription Agreement, dated October 17, 2019 by and between
the Company and EarlyBirdCapital, Inc. (1)                                                                                                                             
|           
|10.10       |  | Business Combination Marketing Agreement, dated October 17, 2019 by and
between the Company and EarlyBirdCapital, Inc.                                                                                                                       
|           
|10.11       |  | Stock
    Escrow Agreement, date October 17, 2019 by and between the Company, the Sponsor and Continental Stock Transfer & Trust
    Company.                                                                                                
|           
|31.1        |  | Certification of the Chief Executive Officer required
by Rule 13a-14(a) or Rule 15d-14(a).*                                                                                                                                                  
|           
|31.2        |  | Certification of the Chief Financial Officer required
by Rule 13a-14(a) or Rule 15d-14(a).*                                                                                                                                                  
|           
|32.1        |  | Certification
                                         of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
                                         1350.**                                            
|            |  |                                                                                                                                                                                                                                              
|32.2        |  | Certification
                                         of the Chief Executive 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 Form 8-K, filed with the SEC on October 23, 2019.          
|--- | ------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 2, 2019 as amended.





53







GALILEO ACQUISITION CORP.



INDEX TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm | F-2        
|------------------------------------------------------- | -----------
|Financial Statements:                                   |            
|Balance Sheet                                           | F-3        
|Statement of Operations                                 | F-4        
|Statement of Changes in Shareholders’ Equity            | F-5        
|Statement of Cash Flows                                 | F-6        
|Notes to Financial Statements                           | F-7 to F-16













Report of Independent Registered Public
Accounting Firm



To the Shareholders and the Board of Directors
of Galileo Acquisition Corp.





Opinion on the Financial Statements



We have audited the accompanying balance sheet of Galileo Acquisition
Corp. (the “Company”) as of December 31, 2019, the related statements of operations, changes in shareholders’
equity and cash flows for the period from July 30, 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 July 30, 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 entity’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/ WithumSmith+Brown, PC



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



New York, New York



March 26, 2020







F-2







GALILEO ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2019



|ASSETS                                                                                                                                                                  |  |   |             | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- | 
|Current assets                                                                                                                                                          |  |   |             | 
|Cash and cash equivalents                                                                                                                                               |  | $ | 712,062     | 
|Prepaid expenses and other current assets                                                                                                                               |  |   | 129,666     | 
|Total Current assets                                                                                                                                                    |  |   | 841,728     | 
|                                                                                                                                                                        |  |   |             | 
|Cash and marketable securities held in Trust Account                                                                                                                    |  |   | 138,414,479 | 
|TOTAL ASSETS                                                                                                                                                            |  | $ | 139,256,207 | 
|                                                                                                                                                                        |  |   |             | 
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                                    |  |   |             | 
|Current liabilities – Accrued expenses                                                                                                                                  |  | $ | 65,716      | 
|Total Liabilities                                                                                                                                                       |  |   | 65,716      | 
|                                                                                                                                                                        |  |   |             | 
|Commitments                                                                                                                                                             |  |   |             | 
|                                                                                                                                                                        |  |   |             | 
|Ordinary shares subject to possible redemption, 13,419,049 shares at redemption value                                                                                   |  |   | 134,190,490 | 
|                                                                                                                                                                        |  |   |             | 
|Shareholders’ Equity                                                                                                                                                    |  |   |             | 
|Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding                                                                          |  |   | —           | 
|Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,980,951 shares issued and outstanding (excluding 13,419,049 shares subject to possible redemption) |  |   | 398         | 
|Additional paid-in capital                                                                                                                                              |  |   | 4,757,944   | 
|Retained earnings                                                                                                                                                       |  |   | 241,659     | 
|Total Shareholders’ Equity                                                                                                                                              |  |   | 5,000,001   | 
|TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                              |  | $ | 139,256,207 | 



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





F-3







GALILEO ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 30, 2019 (INCEPTION)
THROUGH DECEMBER 31, 2019



|Operating and formation costs                                                 |  | $ | 172,820    |  
|----------------------------------------------------------------------------- |  | - | ---------- | -
|Loss from operations                                                          |  |   | (172,820   | )
|                                                                              |  |   |            |  
|Other income:                                                                 |  |   |            |  
|Interest earned on marketable securities held in Trust Account                |  |   | 414,479    |  
|                                                                              |  |   |            |  
|Net income                                                                    |  | $ | 241,659    |  
|                                                                              |  |   |            |  
|Weighted average shares outstanding of redeemable ordinary shares             |  |   | 13,800,000 |  
|Basic and diluted net income per ordinary share, redeemable ordinary shares   |  | $ | 0.03       |  
|                                                                              |  |   |            |  
|Weighted average shares outstanding of non-redeemable ordinary shares         |  |   | 3,600,000  |  
|Basic and diluted net loss per ordinary share, non-redeemable ordinary shares |  | $ | (0.05      | )



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





F-4







GALILEO ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY

FOR THE PERIOD FROM JULY 30, 2019 (INCEPTION)
THROUGH DECEMBER 31, 2019



|                                                                             |  |                 |             |   |         |   |        | Additional |  |   |               |   |  | Total  |        
|---------------------------------------------------------------------------- |  | --------------- | ----------- | - | ------- | - | ------ | ---------- |  | - | ------------- | - |  | ------ | -------
|                                                                             |  | Ordinary Shares |             |   | Paid in |   |        | Retained   |  |   | Shareholders’ |  
|                                                                             |  | Shares          |             |   | Amount  |   |        | Capital    |  |   | Earnings      |   |  | Equity |        
|Balance – July 30, 2019 (inception)                                          |  |                 | —           |   |         | $ | —      |            |  | $ | —             |   |  | $      | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Ordinary shares issued to Sponsor                                            |  |                 | 3,450,000   |   |         |   | 345    |            |  |   | 24,655        |   |  |        | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Issuance of Representative Shares                                            |  |                 | 150,000     |   |         |   | 15     |            |  |   | 1,122         |   |  |        | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Sale of 13,800,000 Units, net of underwriting discount and offering expenses |  |                 | 13,800,000  |   |         |   | 1,380  |            |  |   | 134,811,315   |   |  |        | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Sale of 4,110,000 Private Warrants                                           |  |                 | —           |   |         |   | —      |            |  |   | 4,110,000     |   |  |        | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Ordinary shares subject to possible redemption                               |  |                 | (13,419,049 | ) |         |   | (1,342 | )          |  |   | (134,189,148  | ) |  |        | —      
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Net income                                                                   |  |                 | —           |   |         |   | —      |            |  |   | —             |   |  |        | 241,659
|                                                                             |  |                 |             |   |         |   |        |            |  |   |               |   |  |        |        
|Balance – December 31, 2019                                                  |  |                 | 3,980,951   |   |         | $ | 398    |            |  | $ | 4,757,944     |   |  | $      | 241,659



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





F-5







GALILEO ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 30, 2019 (INCEPTION)
THROUGH DECEMBER 31, 2019



|Cash Flows from Operating Activities:                                                            |  |   |              |  
|------------------------------------------------------------------------------------------------ |  | - | ------------ | -
|Net income                                                                                       |  | $ | 241,659      |  
|Adjustments to reconcile net income to net cash used in operating activities:                    |  |   |              |  
|Interest earned on marketable securities held in Trust Account                                   |  |   | (414,479     | )
|Formation costs paid by Sponsor                                                                  |  |   | 5,000        |  
|Changes in operating assets and liabilities:                                                     |  |   |              |  
|Prepaid expenses and other current assets                                                        |  |   | (129,666     | )
|Accrued expenses                                                                                 |  |   | 65,716       |  
|Net cash used in operating activities                                                            |  |   | (231,770     | )
|                                                                                                 |  |   |              |  
|Cash Flows from Investing Activities:                                                            |  |   |              |  
|Investment of cash into Trust Account                                                            |  |   | (138,000,000 | )
|Net cash used in investing activities                                                            |  |   | (138,000,000 | )
|                                                                                                 |  |   |              |  
|Cash Flows from Financing Activities                                                             |  |   |              |  
|Proceeds from sale of Units, net of underwriting discounts paid                                  |  |   | 135,240,000  |  
|Proceeds from sale of Private Warrants                                                           |  |   | 4,110,000    |  
|Repayment of promissory note – related party                                                     |  |   | (93,798      | )
|Payment of offering costs                                                                        |  |   | (312,370     | )
|Net cash provided by financing activities                                                        |  |   | 138,943,832  |  
|                                                                                                 |  |   |              |  
|Net Change in Cash                                                                               |  |   | 712,062      |  
|Cash and cash equivalents– Beginning of period                                                   |  |   | —            |  
|Cash and cash equivalents – End of period                                                        |  | $ | 712,062      |  
|                                                                                                 |  |   |              |  
|Non-Cash investing and financing activities:                                                     |  |   |              |  
|Initial classification of ordinary shares subject to possible redemption                         |  | $ | 133,895,920  |  
|Change in value of ordinary share subject to possible redemption                                 |  | $ | 294,570      |  
|Issuance of Representative Shares                                                                |  | $ | 1,137        |  
|Deferred offering costs paid directly by shareholder in exchange for issuance of ordinary shares |  | $ | 25,000       |  
|Payment of offering costs through promissory note                                                |  | $ | 88,798       |  



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





F-6









NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS



Galileo Acquisition
Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on July 30, 2019. The Company
was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company
is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.



As of December 31, 2019,
the Company had not yet commenced any operations. All activity through December 31, 2019 relates to the Company’s formation,
the preparation of the initial public offering (“Initial Public Offering”), which is described below, and identifying
a target company for a Business Combination. The Company generates non-operating income in the form of interest income from the
proceeds derived from the Initial Public Offering.



The registration statement
for the Company’s Initial Public Offering was declared effective on October 17, 2019. On October 22, 2019, the Company consummated
the Initial Public Offering of 13,800,000 units (the “Units” and, with respect to the ordinary shares included in the
Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option
in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3.



Simultaneously with
the closing of the Initial Public Offering, the Company consummated the sale of 4,110,000 warrants (the “Private Warrants”)
at a price of $1.00 per Private Warrant in a private placement to Galileo Founders Holdings, L.P. (the “Sponsor”) and
EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $4,110,000, which is described in Note 4.



Transaction costs amounted
to $3,187,305, consisting of $2,760,000 of underwriting fees and $427,305 of other offering costs. In addition, at December 31,
2019, cash of $712,062 was held outside of the Trust Account (as defined below) and is available for working capital purposes.



Following the closing
of the Initial Public Offering on October 22, 2019, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale
of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust
Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of approximately six months, or in any open-ended investment company that holds itself out as a money
market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.



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 the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together
have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding taxes payable
on income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company
will only complete a Business Combination if the post-Business Combination 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. There
is no assurance that the Company will be able to successfully effect a Business Combination.



The Company will
provide its shareholders 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 shareholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business
Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be
entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account
(initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations). The ordinary shares subject to redemption will be recorded at redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”





F-7







The Company will
proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business
Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the
Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such
redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer
documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing
a Business Combination.



Notwithstanding the
foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and restated Memorandum and Articles of Association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a “group” (as defined in Section 13(d)(3) 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% of the Public Shares.



The Sponsor and the
other initial shareholders (collectively, the “initial shareholders”) have agreed (a) to vote their Founder Shares
(as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination;
(b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles
of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to convert any Founder Shares (as well as any Public Shares purchased during or after the
Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve
a Business Combination (or sell any shares in a tender offer in connection with a Business Combination if the Company does not
seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and
Articles of Association relating to shareholders’ rights or pre-Business Combination activity and (d) that the Founder
Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However,
the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.



The Company will have
until July 22, 2021 (or up to October 22, 2021 if a definitive agreement with respect to a proposed Business Combination has been
executed by July 22, 2021) (the “Combination Period”). If the Company is unable to complete a Business Combination
within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the
Company’s Amended and Restated Memorandum and Articles of Association. If the Company is forced to liquidate, the amount
in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the
Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law”) will be treated as share premium which is
distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed
to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced
to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the
date that is two days prior to the distribution (including any accrued interest, net of taxes payable).



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 vendor for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per
share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title,
interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. 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 (except the Company’s independent
registered public accounting firm), prospective target businesses 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.





F-8







NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of presentation



The accompanying
financial statements are 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 auditor 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 a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. 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. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.



Use of estimates



The preparation of
financial statements in conformity with GAAP requires 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 financial statements and the reported
amounts of revenues and expenses during the reporting period.



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 financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly
from those estimates.



Ordinary shares subject to possible redemption



The Company
accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to
mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as
temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and
subject to occurrence of uncertain future events. Accordingly, at December 31, 2019, ordinary shares subject to possible
redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance
sheet.





F-9







Offering costs



Offering costs consist
of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to
the Initial Public Offering. Offering costs amounting to $3,187,305 were charged to shareholders’ equity upon the completion
of the Initial Public Offering.



Income taxes



The Company complies
with the accounting and reporting requirements of ASC 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.



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. The Company’s management determined that the Cayman Islands is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,
as income tax expense. There were no unrecognized tax benefits as of December 31, 2019 and no amounts accrued for interest and
penalties. 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 may be subject
to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the
next twelve months.



The Company is considered to be an exempted
Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income
tax filing requirements in the Cayman Islands or the United States.



Net income (loss) per common share



Net income (loss)
per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.
The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase an
aggregate of 17,910,000 ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants
are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury
stock method.





The Company’s statement of operations
includes a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar to the two-class
method of income per share. Net income per ordinary share, basic and diluted for redeemable ordinary shares is calculated by dividing
the interest income earned on the Trust Account, of $414,479 by the weighted average number of redeemable ordinary shares outstanding
since original issuance. Net loss per common share, basic and diluted for non-redeemable ordinary shares is calculated by dividing
the net income (loss), less income attributable to redeemable ordinary shares of $414,479, by the weighted average number of non-redeemable
ordinary shares outstanding for the period. Non-redeemable ordinary shares include the Founder Shares as these shares do not have
any redemption features and do not participate in the income earned on the Trust Account.





F-10







Concentration of credit risk



Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which
at times, may exceed the Federal depository insurance coverage of $250,000. At December 31, 2019, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.



Fair value of financial instruments



The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their
short-term nature.



Recent accounting standards



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



NOTE 3. INITIAL PUBLIC OFFERING



Pursuant to the Initial
Public Offering, the Company sold 13,800,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise
by the underwriters of their over-allotment option in the amount of 1,800,000 Units at $10.00 per Unit. Each Unit consists of one
ordinary share and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary
share at an exercise price of $11.50 per share (see Note 7).



NOTE 4. PRIVATE PLACEMENT



Simultaneously with
the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital and its designees purchased an aggregate of 4,110,000
Private Warrants at $1.00 per Private Warrant, for an aggregate purchase price of $4,110,000. The Sponsor purchased an aggregate
of 3,562,000 Private Warrants and EarlyBirdCapital and its designees purchased an aggregate of 548,000 Private Warrants. Each Private
Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). The proceeds from
the Private Warrants were added to the 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 proceeds from the sale of the Private Warrants will be used
to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire
worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Warrants.



The Private Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants
(i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held
by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial
purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the
holders on the same basis as the Public Warrants. In addition, the Private Warrants may not be transferable, assignable or saleable
until the consummation of a Business Combination, subject to certain limited exceptions.





F-11







NOTE 5. RELATED PARTY TRANSACTIONS



Founder Shares



In
August 2019, the Company issued an aggregate of 2,875,000 ordinary shares (the “Founder Shares”) to the Sponsor
for an aggregate purchase price of $25,000. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each
ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,450,000 Founder Shares. The Founder Shares include
an aggregate of up to 450,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment
is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and
outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the
Initial Public Offering and excluding the Representative Shares (as defined in Note 7)). As a result of the underwriters’
election to fully exercise their over-allotment option, 562,500 Founder Shares are no longer subject to forfeiture.



The initial shareholders
have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) with
respect to 50% of the Founder Shares, the earlier of one year after the completion of a Business Combination and the date on which
the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination
and (ii) with respect to the remaining 50% of the Founder Shares, one year after the completion of a Business Combination, or earlier,
in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other
similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares
for cash, securities or other property.



Promissory Note — Related Party



The Company’s
Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering. The
Promissory Note was non-interest bearing, unsecured and due on the earlier of March 31, 2020 or the closing of the Initial
Public Offering. The Promissory Note, in the outstanding amount of $93,798, was repaid upon the consummation of the Initial Public
Offering on October 22, 2019.



Administrative Services Agreement



The Company entered
into an agreement, commencing on October 17, 2019 through the earlier of the consummation of a Business Combination or the Company’s
liquidation, to pay Ampla Capital, LLC, an affiliate of the Company’s Chief Financial Officer a monthly fee of approximately
$3,000 for general and administrative services, including office space, utilities and secretarial support. For the period from
July 30, 2019 (inception) through December 31, 2019, the Company incurred and paid $9,000 in fees for these services.



Related Party Loans



In order to finance
transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers and directors
or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required
(“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans
would either be paid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to
$1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would
be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of
the 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. As of December 31, 2019, no Working Capital Loans were outstanding.





F-12







NOTE 6. COMMITMENTS



Registration Rights



Pursuant to a registration
rights agreement entered into on October 17, 2019, the holders of the Founder Shares, Private Warrants (and their underlying securities),
Representative Shares (as a defined in Note 7) and any securities that may be issued upon conversion of the Working Capital Loans
(and their underlying securities) will be entitled to registration rights. The holders of a majority of these securities are entitled
to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect
to exercise these registration rights at any time commencing three months prior to the date on which these shares are to be
released from escrow. The holders of a majority of the Representative Shares, Private Warrants (and underlying securities) and
securities issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights
at any time after the Company consummates a Business Combination. Notwithstanding anything herein to the contrary, EarlyBirdCapital
and/or its designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning
on the effective date of the Initial Public Offering. In addition, the holders will have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.



Business Combination Marketing Agreement





The Company engaged EarlyBirdCapital as an advisor in connection
with a Business Combination to assist the Company in locating target businesses, holding meetings with its shareholders to discuss
a potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are
interested in purchasing securities, assist the Company in obtaining shareholder approval for the Business Combination and assist
the Company with its press releases and public filings in connection with a Business Combination. The Company will pay EarlyBirdCapital
a cash fee equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,830,000, for such services only upon the consummation
of a Business Combination. Of such amount, up to approximately 25% may be paid (subject to the Company’s discretion) to third
parties who are investment banks or financial advisory firms not participating in Initial Public Offering that assist the Company
in consummating its Business Combination. The election to make such payments to third parties will be solely at the discretion
of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute
discretion. As of December 31, 2019, the above service had not been completed and accordingly, no amounts have been recorded in
the accompanying financial statements.



Additionally, the Company
will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in the proposed Business Combination if it
introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing
fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA
determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering
pursuant to FINRA Rule 5110(c)(3)(B)(ii).



NOTE 7. SHAREHOLDERS’ EQUITY



Preference Shares — The
Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share with such designation, rights
and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2019, there were
no preference shares issued or outstanding.



Ordinary Shares — The
Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the ordinary
shares are entitled to one vote for each share. At December 31, 2019, there were 3,980,951 ordinary shares issued and outstanding,
excluding 13,419,049 ordinary shares subject to possible redemption.





F-13







Warrants — The
Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and
(b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash
unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of
the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a
registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within
90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective
registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by
Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is
not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will
expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.



The Company may redeem the Public Warrants:



| | • | in whole and not in part;                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                        
| | • | at a price of $0.01 per warrant;                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                        
| | • | at any time while the Public Warrants are exercisable;                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                        
| | • | upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder;                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                        
| | • | if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and               
| |   |                                                                                                                                                                                                                                                                                        
| | • | if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.



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 ordinary shares
issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares,
extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted
for issuances of ordinary shares at a price below their exercise price or issuance of potential extension warrants in connection
with an extension of the period of time for the Company to complete a Business Combination. Additionally, in no event will the
Company be required to net cash settle the warrants. 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.



In addition, if 
(x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of a 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’s board of directors, and in the case of any
such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by
them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business
Combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the
 “Market Value”) is below $9.20 per share, the exercise price of a warrant will be adjusted (to the nearest cent) to
be equal to 115% of the greater of  (i) the Market Value or (ii) the price at which the Company issues the additional
ordinary shares or equity-linked securities.



Representative Shares



In August 2019,
the Company issued to the designees of EarlyBirdCapital 125,000 ordinary shares (the “Representative Shares”) for
a nominal consideration. On October 17, 2019, the Company effected a share dividend of 0.2 of a share for each ordinary share
in issue, resulting in EarlyBirdCapital holding an aggregate of 150,000 Representative Shares. The Company accounted for the
Representative Shares as an offering cost of the Proposed Offering, with a corresponding credit to shareholders’
equity. The Company estimated the fair value of Representative Shares to be $1,137 based upon the price of the Founder Shares
issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares
until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights
with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to
liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business
Combination within the Combination Period.





F-14







The Representative Shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s
NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering,
nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective
date of the registration statement related to the Initial Public Offering except to any underwriter and selected dealer participating
in the Initial Public Offering and their bona fide officers or partners.



NOTE 8. FAIR VALUE MEASUREMENTS



The Company classifies
its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity
Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until
maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for
the amortization or accretion of premiums or discounts.



At December 31, 2019,
assets held in the Trust Account were comprised of $220 in cash and $138,414,259 in U.S. Treasury Bills. During the period ended
December 31, 2019, the Company has not withdrawn any interest income from the Trust Account to pay its franchise and income taxes.



The gross holding
losses and fair value of held-to-maturity securities at December 31, 2019 are as follows:



|                  |  | Held-To-Maturity                               |  | Amortized Cost |             |  | Gross Holding Gains (Losses) |   |        | Fair Value | 
|----------------- |  | ---------------------------------------------- |  | -------------- | ----------- |  | ---------------------------- | - | ------ | ---------- | 
|December 31, 2019 |  | U.S. Treasury Securities (Mature on 4/16/2020) |  | $              | 138,414,259 |  |                              | $ | 26,719 |            | 



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.                                                                                                                                       





F-15







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.



Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of these financial statements.  The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.





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 26, 2020 | Galileo Acquisition Corp.
|-------------- | -------------------------
|               |                          
|               | By:                      
|               |                          
|               |                          
|               |                          



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/ Luca Giacometti  |  | Chief Executive Officer and Chairman         |  | March 26, 2020
|Luca Giacometti      |  | (Principal Executive Officer)                |  |               
|                     |  |                                              |  |               
|/s/ Alberto Recchi   |  | Chief Financial Officer and Director         |  | March 26, 2020
|Alberto Recchi       |  | (Principal Financial and Accounting Officer) |  |               
|                     |  |                                              |  |               
|/s/ Patrick S. Jones |  | Director                                     |  | March 26, 2020
|Patrick S. Jones     |  |                                              |  |               
|                     |  |                                              |  |               
|/s/ Alberto Pontonio |  | Director                                     |  | March 26, 2020
|Alberto Pontonio     |  |                                              |  |               
|/s/ Robert Cohen     |  | Director                                     |  | March 26, 2020
|Robert Cohen         |  |                                              |  |               





52