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<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Big Rock Partners Acquisition Corp. (the “Company”)
is a blank check company incorporated in Delaware on September 18, 2017. The Company was formed for the purpose of acquiring, through
a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization, or other similar business transaction,
one or more operating 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">All activity through March 31, 2020 relates
to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below,
and the search for a target business with which to complete a Business Combination.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The registration statement for the Company’s
Initial Public Offering was declared effective on November 20, 2017. On November 22, 2017, the Company consummated the Initial
Public Offering of 6,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered,
the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3. Each Unit consists of
one share of common stock, one right (“Public Right”) and one-half of one warrant (“Public Warrant”). Each
Public Right will convert into one-tenth (1/10) of one share of common stock upon consummation of a Business Combination. Each
whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Simultaneously with the Initial Public Offering,
the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of $10.00 per Unit in
a private placement to Big Rock Partners Sponsor, LLC (the “Sponsor”), generating gross proceeds of $2,500,000, which
is described in Note 4.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Following the closing of the Initial Public
Offering, $60,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private
Placement Units was placed in a trust account (the “Trust Account”) which may be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market
fund selected by the Company 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 29, 2017, in connection with the
underwriters’ exercise of their over-allotment option in full, the Company consummated the sale of an additional 900,000
Units, and the sale of an additional 22,500 Private Placement Units at $10.00 per unit, generating total gross proceeds of $9,225,000.
A total of $9,000,000 of the net proceeds were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust
Account to $69,000,000.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At the closing of the Initial Public Offering,
the Company issued EarlyBirdCapital, Inc. ("EarlyBirdCapital") and its designees 120,000 shares of common stock (the “Representative
Shares”). On November 29, 2017, the Company issued an additional 18,000 Representative Shares for no consideration (see Note
8).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Transaction costs amounted to $2,172,419, consisting
of $1,725,000 of underwriting fees and $447,419 of Initial Public Offering costs.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement Units, 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 (excluding taxes payable on income earned on the Trust Account) at the time of the signing
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. There
is no assurance that the Company will be able to successfully effect a Business Combination.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will provide its stockholders with
the opportunity to redeem all or a portion of their shares included in the Units sold in the Initial Public Offering (the “Public
Shares”) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will
be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($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
franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect
to the Company’s warrants.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender
offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior
to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company
decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “Initial Stockholders”)
have agreed (a) to vote their Founder’s Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public
Shares held by them in favor of approving a Business Combination and (b) not to convert any Founder’s Shares, Placement Shares
and any Public Shares held by them in connection with a stockholder vote to approve a Business Combination or sell any such shares
to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to
redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company initially had until November 22,
2018 to complete a Business Combination. However, if the Company anticipated that it could not be able to consummate a Business
Combination by November 22, 2018, the Company could extend the period of time to consummate a Business Combination up to two times,
each by an additional three months. Pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation and
the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 20, 2017, in
order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees
must deposit into the Trust Account $690,000 ($0.10 per share) for each three month extension, up to an aggregate of $1,380,000,
or $0.20 per share, if the Company extends for the full six months, on or prior to the date of the applicable deadline.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 20, 2018, the period of time for
the Company to consummate a Business Combination was extended for an additional three-month period ending on February 22, 2019,
and, accordingly, $690,000 was deposited into the Trust Account. On February 21, 2019, the Company further extended the time required
to consummate a Business Combination to May 22, 2019 and deposited an additional $690,000 into the Trust Account. The deposits
were funded by non-interest bearing unsecured promissory notes from BRAC Lending Group LLC, an affiliate of the underwriter (the
“Investor”) (see Note 6). The notes are repayable upon the consummation of a Business Combination (see Note 6).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On May 21, 2019, the Company’s stockholders
approved an amendment to its Amended and Restated Certificate of Incorporation to extend the period of time for which the Company
was required to consummate a Business Combination to August 22, 2019. The number of shares of common stock presented for redemption
in connection with the extension was 2,119,772. The Company paid cash in the aggregate amount of $22,099,233, or approximately
$10.43 per share, to redeeming stockholders. The Company agreed to deposit, or cause to be deposited on its behalf, into the Trust
Account $0.02 for each public share outstanding for each 30-day extension period utilized through August 22, 2019. In connection
with this extension, the Company deposited an aggregate of $286,814 into the Trust Account, of which $280,000 was contributed
to the Trust Account by a third party and is not required to be repaid by the Company. Accordingly, the Company has recorded this
amount as a credit to additional paid in capital in the accompanying statements of stockholders’ equity. In order to pay
for part of the third extension payment, the Company issued an unsecured promissory note (the “Second Note”) in favor
of the Investor, in the original principal amount of $6,814 (see Note 6).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 21, 2019, the Company
stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the
period of time for which the Company is required to consummate a Business Combination (the “Extension”) from
August 22, 2019 to November 22, 2019. The number of shares of common stock presented for redemption in connection with the
Extension was 846,888. The Company paid cash in the aggregate amount of $8,891,378, or approximately $10.50 per share, to
redeeming stockholders. The Company agreed to deposit, or cause to be deposited on its behalf, into the Trust Account $0.02
for each public share outstanding for each 30-day extension period utilized through the Extension. In connection with this
extension, the Company deposited an aggregate of $236,000 into the Trust Account to fund this extension payment, which amount
was loaned to the Company by AZ Property Partners, LLC (“AZ Property Partners”), an entity majority owned and
controlled by Richard Ackerman, the Company’s Chairman, President and Chief Executive Officer, and Investor (see Note
6).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 21, 2019, the Company's stockholders
approved an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the period of time for which
the Company is required to consummate a Business Combination (the “Second Extension”) from November 22, 2019 to March
23, 2020. The number of shares of common stock presented for redemption in connection with the Second Extension was 919,091. The
Company paid cash in the aggregate amount of $9,736,077, or approximately $10.59 per share, to redeeming stockholders. The Company
agreed to deposit, or cause to be deposited on its behalf, into the Trust Account $0.02 for each public share outstanding for each
30-day extension period utilized through the Second Extension. In connection with this extension, the Company deposited an aggregate
of $60,285 into the Trust Account to fund the first thirty-day extension through December 22, 2019, which amount was loaned to
the Company by AZ Property Partners and Investor (see Note 6). In January and February 2020, AZ Property Partners and Investor
loaned the Company an additional aggregate amount of $90,427 each to pay for the extension through March 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 23, 2020, the Company's
stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to extend the period of time for
which the Company is required to consummate a Business Combination (the “Third Extension”) from March 23, 2020 to
July 23, 2020 (the “Extended Date”). The number of shares of common stock presented for redemption in connection
with the Third Extension was 2,433,721. The Company paid cash in the aggregate amount of $25,997,965, or approximately $10.68
per share, to redeeming stockholders. The Company agreed to deposit, or cause to be deposited on its behalf, into the Trust
Account $0.02 for each public share outstanding for each 30-day extension period utilized through the Third Extension.
Notwithstanding the foregoing, if the volume weighted average price of the Company's common stock during the 10-day trading
period ending on the 3rd day prior to the end of any applicable monthly period is equal to or greater than $11.00 and the
trading volume during the 10-day trading period exceeds 100,000 shares, the obligation to make any particular deposit would
terminate with respect to the immediately following monthly period (but not with respect to any other future monthly period).
In connection with this extension, as of March 31, 2020, the Company deposited an aggregate of $11,637 into the Trust Account
to fund the first thirty-day extension through April 23, 2020, which amount was loaned to the Company by AZ Property Partners
and Investor. In April 2020, the AZ Property Partners and Investor loaned the Company an additional aggregate amount of
$5,805 each to pay for the extension through May 23, 2020, which was deposited into the Trust Account.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company is unable to complete a Business
Combination by the Extended Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes
payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the
Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company,
subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust
Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Initial Stockholders have agreed to (i)
waive their redemption rights with respect to Founder Shares, Placement Shares and any Public Shares they may acquire during or
after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to
liquidating distributions from the Trust Account with respect to their Founder’s Shares and Placement Shares if the Company
fails to consummate a Business Combination by the Extended Date and (iii) not to propose an amendment to the Company’s Amended
and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem
100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will
be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business
Combination or liquidates by Extended Date.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In order to protect the amounts held in the
Trust Account, A/Z Property Partners, has agreed that it will be liable to ensure that
the proceeds in the Trust Account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors
or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. Additionally,
the agreement entered into by AZ Property Partners specifically provides for two exceptions to the indemnity it has given: it will
have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement
with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account,
or (2) as to any claims for indemnification by the underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that AZ Property Partners
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NASDAQ Notifications</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On January 7, 2019, the Company received a notice
from the staff of the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company was no longer
in compliance with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders
within twelve months of the end of the Company’s fiscal year ended December 31, 2017. The Company submitted a plan of compliance
with Nasdaq and Nasdaq granted the Company an extension until May 22, 2019 to regain compliance with the rule by holding an annual
meeting of stockholders. The Company held its annual meeting of stockholders on May 21, 2019 and, accordingly, the Staff determined
that the Company is currently in compliance with Nasdaq Listing Rule 5620(a) for continued listing and the matter was closed.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 9, 2019, the Company received a notice
from the Staff stating that the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(3) for continued listing due
to its failure to maintain a minimum of 300 public holders (the “Rule”). The Company had until September 23, 2019 to
provide Nasdaq with a specific plan to achieve and sustain compliance with the listing requirement. The notice is a notification
of deficiency, not of imminent delisting, and had no current effect on the listing or trading of the Company's securities on Nasdaq.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On September 23, 2019 and October 28, 2019,
the Company submitted a plan to regain compliance with Nasdaq and requested an extension through February 5, 2020. On October 28,
2019, Nasdaq requested additional information regarding the Company's compliance plan, to which the Company responded on November
8, 2019. On February 11, 2020, the Company received a notice from the Staff stating that, based upon the Company’s non-compliance
with the Rule, the Staff had determined to delist the Company’s common stock from Nasdaq unless the Company timely requests
a hearing before the Nasdaq Hearings Panel (the “Panel“). The Company was also notified that as a result of Nasdaq’s
determination to delist the Company’s common stock, the Company’s warrants and rights no longer comply with Nasdaq
Listing Rule 5560(a), which requires the underlying securities of such exercisable securities to remain listed on Nasdaq, and the
Company’s Units no longer comply with Nasdaq Listing Rule 5225(b)(1)(A), which requires all component parts of units to meet
the requirements for initial and continued listing, and the Company’s units, warrants and rights are now subject to delisting.
The Company requested a hearing, which request automatically stayed any further action by the Staff pending the ultimate conclusion
of the hearing process.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 25, 2020, the Company received formal
notice from Nasdaq indicating that the Panel Staff had granted the Company’s request for continued listing on Nasdaq. The
decision follows the Company’s hearing before the Panel, which took place on March 19, 2020. The Company’s continued
listing is subject to the Company’s satisfaction of a number of conditions, including, ultimately, completion of a Business
Combination with an operating company by no later than August 10, 2020, and the combined entity’s compliance with all applicable
criteria for initial listing on Nasdaq at the time of the merger. The Company failed to meet certain of the conditions contained
in the extension grant and has submitted a modified extension request to the Staff. The Company has not received a response form
the Staff as of yet and cannot give assurance that it will not be delisted prior to August 10, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Liquidity</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 31, 2020, the Company had $80,774
in its operating bank account, $6,192,007 in cash and marketable securities held in the Trust Account to be used for a Business
Combination or to repurchase or convert stock in connection therewith and a working capital deficit of $209,062, which excludes
franchise and income taxes payable of 26,545, of which such amounts will be paid from interest earned on the Trust Account and
prepaid income taxes, which have been paid from amounts in the Trust Account. As of March 31, 2020, approximately $143,000 of the
amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.
To date, the Company has withdrawn approximately $676,000 of interest from the Trust Account in order to pay the Company’s
franchise and income taxes, of which approximately $121,000 was withdrawn during the three months ended March 31, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 17, 2018, the Company entered into
an agreement (the “Agreement”) with the Sponsor and the Investor, pursuant to which the Sponsor agreed to be responsible
for all liabilities of the Company as of November 17, 2018 and to loan the Company the funds necessary to pay the expenses of the
Company other than Business Combination expenses through the closing of a Business Combination when and as needed. If a Business
Combination is not consummated, all outstanding loans made by the Sponsor will be forgiven (see Note 6). In addition, the Investor
agreed to loan the Company all funds necessary to pay expenses incurred in connection with and in order to consummate a business
combination (the “Business Combination Expenses”) and such loans will be added to the Notes (as defined in Note 6).
If the Company does not consummate a Business Combination, all outstanding loans under the Notes will be forgiven, except to the
extent of any funds held outside of the Trust Account after paying all other fees and expenses of the Company incurred prior to
the date of such failure to consummate a Business Combination (see Note 6).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company may raise additional capital through
loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. Other than as described
above, the Company’s officers and directors and the Sponsor may, but are not obligated to, loan the Company funds, from time
to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company does not believe it will need to
raise additional funds in order to meet expenditures required for operating its business. Neither the Sponsor, nor any of the stockholders,
officers or directors, or third parties are under any obligation to advance funds to, or invest in, the Company, except as discussed
above. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to suspending
the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on
commercially acceptable terms, if at all. Even if the Company can obtain sufficient financing or raise additional capital, it only
has until July 23, 2020 to consummate a Business Combination. There is no assurance that the Company will be able to do so prior
to July 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of presentation</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements
include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial
position, operating results and cash flows for the periods presented.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019
as filed with the SEC on March 30, 2020, which contains the audited financial statements and notes thereto. The interim results
for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December
31, 2020 or for any future interim periods.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Emerging growth company</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 stockholder approval of any golden parachute payments not previously approved.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, will 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of estimates</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of condensed 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 condensed financial statements and the reported amounts
of revenues and expenses during the reporting period.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 confirming events. Accordingly, the actual results could differ significantly from the
Company’s estimates.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and cash equivalents</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2020 and December 31, 2019.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and marketable securities held in Trust
Account</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At March 31, 2020 and December 31, 2019, the
assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Through March
31, 2020, the Company has withdrawn $676,188 of interest from the Trust Account in order to pay the Company’s franchise and
income taxes, of which $120,830 was withdrawn during the three months ended March 31, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Common stock subject to possible redemption</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to
occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value
as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income taxes</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies with the accounting and
reporting requirements of ASC Topic 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. As of March 31, 2020 December 31, 2019, there were no unrecognized tax benefits 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 effective tax rate of 14% differs from the statutory tax rate of 21% for the three
months ended March 31, 2019 primarily due to the non-deductibility of transactional expenses incurred in connection with the search
for potential targets for a Business Combination.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company may be subject to potential examination
by federal, state and city taxing authorities in the areas 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 federal, state and
city 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 27, 2020, President Trump signed the
Coronavirus Aid, Relief, and Economic Security "CARES" Act into law. The CARES Act includes several significant business
tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL) and
allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules,
accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation
under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act
tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position
or statement of operations.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net loss per common share</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net loss per common share is computed by dividing
net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class
method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2020 and 2019, which
are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per
share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not
considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 3,586,250 shares of
common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 717,250 shares of common stock
and (3) 600,000 shares of common stock, warrants to purchase 300,000 shares of common stock and rights that convert into 60,000
shares of common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since
the exercise of the warrants, the conversion of the rights into shares of common stock and the exercise of the unit purchase option
are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic income per
common share for the periods presented. </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Reconciliation of net loss per common share</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s net income is adjusted for
the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in
the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is
calculated as follows:</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">  </p>
<table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three Months Ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31,</b></p></td></tr>
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2020</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom">
<td style="width: 56%; font-size: 8pt; text-align: justify">Net income</td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">273,220</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">187,965</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt; text-indent: -9pt; padding-left: 9pt">Less: Income attributable to common stock subject to possible redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(272,387</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net income (loss)</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">273,220</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(84,422</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,844,414</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,725,039</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net income (loss) per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">0.10</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.03</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Concentration of credit risk</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially subject
the Company to concentration 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. The Company has not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair value of financial instruments</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Recently issued accounting standards</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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
condensed financial statements.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Initial Public Offering, the
Company sold 6,900,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their
over-allotment option of 900,000 Units at $10.00 per Unit. Each Unit consists of one share of common stock, one Public Right and
one Public Warrant. Each Public Right will convert into one-tenth (1/10) of one share of common stock upon consummation of a Business
Combination (see Note 8). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price
of $11.50 per whole share (see Note 8).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Simultaneously with the Initial Public Offering,
the Sponsor purchased 250,000 Private Placement Units, at $10.00 per Private Placement Unit, for an aggregate purchase price of
$2,500,000. On November 29, 2017, the Company consummated the sale of an additional 22,500 Private Placement Units at a price of
$10.00 per unit, which were purchased by the Sponsor, generating gross proceeds of $225,000. Each Private Placement Unit consists
of one share of common stock (“Placement Share”), one right (“Placement Right”) and one-half of one warrant
(each, a “Placement Warrant”), each whole Placement Warrant exercisable to purchase one share of common stock at an
exercise price of $11.50. The proceeds from the Private Placement Units 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 Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law), and the Placement Rights and the Placement Warrants will expire worthless.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Private Placement Units are identical to
the Units sold in the Initial Public Offering except that the Placement Warrants (i) are not 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.
In addition, the Private Placement Units and their component securities may not be transferable, assignable or salable until after
the consummation of a Business Combination, subject to certain limited exceptions. If the Placement Warrants are held by someone
other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and
exercisable by such holders on the same basis as the Public Warrants.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Founder Shares</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In September 2017, the Company issued an aggregate
of 1,437,500 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000.
On November 20, 2017, the Company effectuated a 1.2-for-1 stock dividend of its common stock resulting in an aggregate of 1,725,000
Founder Shares outstanding. The Founder Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor
to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders
would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders
did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Units and the Representative
Shares (as defined in Note 8)). As a result of the underwriters’ election to fully exercise their over-allotment option,
225,000 Founder Shares are no longer subject to forfeiture.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Initial Stockholders have agreed not to
transfer, assign or sell any of the Founder’s Shares until the earlier of (i) one year after the date of the consummation
of a Business Combination, or (ii) with respect to 50% of the Founder Shares, the date on which the closing price of the Company’s
common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, in each case, if
<font style="color: #231F20">subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock
exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right
to exchange their common stock for cash, securities or other property.</font></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0">   </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Related Party Loans</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In order to finance transaction costs in connection
with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors 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 holder’s discretion, up to $1,500,000 of the Working Capital Loans
may be converted into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. In the
event that a Business Combination does not close, the loans will be forgiven. There were no outstanding Working Capital Loans at
March 31, 2020 and December 31, 2019.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 17, 2018, the Company entered into
an Agreement with the Sponsor and the Investor. Pursuant to the Agreement, the Sponsor transferred an aggregate of 1,500,000 Founders
Shares to the Investor in exchange for the agreements set forth below and aggregate cash consideration of $1.00.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Agreement, the Sponsor agreed
to extend the period of time the Company has to consummate a Business Combination up to two times for an aggregate of up to six
months and the Investor agreed to loan the Company the funds necessary to obtain the extensions (the “Extensions”).
On November 20, 2018 and February 21, 2019, the Company issued unsecured promissory notes (the “Initial Notes”) in
favor of the Investor, in the original principal amount of $690,000 each (or an aggregate of $1,380,000), to provide the Company
the funds necessary to obtain an aggregate of six-month Extensions. Pursuant to the Agreement, the Investor has also agreed to
loan the Company all funds necessary to pay expenses incurred in connection with and in order to consummate a Business Combination
(the “Business Combination Expenses”) and such loans will be added to the Notes.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In connection with the stockholders’ approval
of the extended date of August 22, 2019, the Company issued another unsecured promissory note (the “Second Note”) in
favor of the Investor in order to pay for part of the third extension payment in the original principal amount of $6,814.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2019, the Company issued
an unsecured promissory note, as amended on March 31, 2020, (the “Third Note” and, together with the Initial
Notes and the Second Note, the “Extension Notes”) in favor of the Investor in the aggregate principal amount of
$269,667 in order to pay for part of the extension payments. Through December 31, 2019, the Investor loaned the Company an
aggregate amount of $118,667 under the Third Note to pay for part of the extension payment in connection with the Extension
to November 22, 2019.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In November 2019, in connection with the stockholders’
approval of the extended date of March 23, 2020, the Investor loaned the Company an additional $30,142 under the Third Note to
pay for part of the extension through December 22, 2019. In January and February 2020, the Investor loaned the Company an additional
$90,427 under the Third Note to pay for part of the extension through March 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In March 2020, in connection with the
stockholders’ approval of the Extended Date of July 23, 2020, the Investor loaned the Company an additional $5,819
under the Third Note to pay for part of the extension through April 23, 2020. In April 2020, the Investor loaned the Company
an additional $5,805 to pay for part of the extension through May 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company does not consummate a Business
Combination, all outstanding loans under the Extension Notes will be forgiven, except to the extent of any funds held outside of
the Trust Account after paying all other fees and expenses of the Company incurred prior to the date of such failure to consummate
a Business Combination.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 31, 2020, the outstanding balance
under the Extension Notes amounted to an aggregate of $1,631,869.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsor has agreed to be responsible
for all liabilities of the Company effective November 17, 2018, except for liabilities associated with the possible
redemption of shares by the Company’s shareholders, as described in the Company’s Amended and Restated
Certificate of Incorporation. The Sponsor has also agreed to loan the Company the funds necessary to pay the expenses of the
Company other than the Business Combination Expenses through the closing of a Business Combination when and as needed in
order for the Company to continue in operation (the “Non-Business Combination Related Expenses”). Upon
consummation of a Business Combination, up to $200,000 of the Non-Business Combination Related Expenses will be repaid by the
Company to the Sponsor provided that the Company has funds available to it sufficient to repay such expenses (the
“Cap”) as well as to pay for all stockholder redemptions, all Business Combination Expenses, repayment of the
Extension Notes, and any funds necessary for the working capital requirements of the Company following closing of the
Business Combination. Any remaining amounts in excess of the Cap will be forgiven. On December 31, 2019, the Company issued
an unsecured promissory note to the Sponsor, as amended on March 30, 2020, in the principal amount of $579,676 to
pay for Non-Business Combination Related Expenses. Of the amount loaned to the Company, $117,334 was used in order to pay for
part of the extension payments in connection with the Extension to November 22, 2019. If the Company does not consummate a
Business Combination, all outstanding loans made by the Sponsor to cover the Non-Business Combination Related Expenses will
be forgiven, except as set forth above.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In November 2019, in connection with the stockholders’
approval of the extended date of March 23, 2020, AZ Property Partners loaned the Company an additional $30,143 to pay for part
of the extension through December 2019. In January and February 2020, AZ Property Partners loaned the Company an aggregate additional
amount of $90,427 to pay for part of the extension through March 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In March 2020, in connection with the
stockholders’ approval of the Extended Date of July 23, 2020, AZ Property Partners loaned the Company an additional
$5,818 to pay for part of the extension through April 23, 2020. In April 2020, AZ Property Partners loaned the Company an
additional $5,805 to pay for part of the extension through May 23, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through March 31, 2020, AZ Partners loaned the
Company an aggregate amount of $305,065, of which $36,400 was loaned during the three months ended March 31, 2020, to pay for Non-Business
Combination Related Expenses.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 31, 2020, the outstanding balance
under promissory note with AZ Partners amounted to $548,787.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Forgiveness of Debt</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i> </i></b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the three months ended March 31, 2020,
one of the Company’s service providers forgave certain amounts due to them in connection with previously provided services.
As a result, the Company recorded a forgiveness of debt in the amount of $352,071.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 27pt"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Registration Rights</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to a registration rights agreement
entered into on November 20, 2017, the holders of the Company’s common stock prior to the Initial Public Offering (the “Founder
Shares”), Private Placement Units (and their underlying securities), the shares issued to EarlyBirdCapital at the closing
of the Initial Public Offering (the “Representative Shares”) and any Units that may be issued upon conversion of the
working capital loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these
securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. The
holders of the majority of the Founder’s Shares can elect to exercise these registration rights at any time commencing three
months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the
Private Placement Units or Units issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans
made to the Company (in each case, including the underlying securities) can elect to exercise these registration rights at any
time after the Company consummates a Business Combination. 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 and rights
to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended
(the “Securities Act”). Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may participate
in a “piggy-back” registration during the seven-year period beginning on the effective date of the registration statement.
However, the registration rights agreement will provide that the Company will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Business Combination Marketing Agreement</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has engaged EarlyBirdCapital as
an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders 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 stockholder 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 for such services upon the consummation of a Business Combination in an amount equal to 4.0% of the gross proceeds of
the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). If a Business Combination
is not consummated for any reason, no fee will be due or payable.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Preferred Stock</i></b> — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and
preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2020 and December 31,
2019, there were no shares of preferred stock issued or outstanding.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Common Stock</i></b> — The Company
is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. Holders of the Company’s
common stock are entitled to one vote for each share. At March 31, 2020 and December 31, 2019, there were 2,716,028 and 2,844,414
shares of common stock issued and outstanding, respectively (excluding -0- and 2,305,335 shares of common stock subject to possible
redemption, respectively).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Rights</i></b> — Each holder of
a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder
of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon
conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its
additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit
purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business
Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights
to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted
into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10
share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be
freely tradable (except to the extent held by affiliates of the Company).</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 rights will
not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets
held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual
penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally,
in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the
shares of common stock underlying the rights.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i>Warrants</i></b> — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The
Public Warrants will become exercisable on the later of the completion of a Business Combination and November 22, 2018; provided
in that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable
upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon
as practicable, the Company will use its best efforts to file with the SEC a registration statement for the registration, under
the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding
the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is
not effective 90 days following the consummation of Business Combination, warrant 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 warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that
such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their
warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier
upon redemption or liquidation.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company may redeem the Public Warrants:</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">in whole and not in part;</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">at a price of $0.01 per warrant;</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">at any time during the exercise period;</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">upon a minimum of 30 days’ prior written notice of redemption; and</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">if, and only if, the last sale price of the Company’s common stock equals or exceeds $21.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 48px; padding-left: 0.25in"><font style="font-size: 8pt">●</font></td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt; text-align: justify"><font style="font-size: 8pt">If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.</font></td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The exercise price and number of shares of common
stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,
or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common
stock at a price below its exercise price. 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Representative Shares</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At the closing of the Initial Public Offering,
the Company issued EarlyBirdCapital and its designees 120,000 Representative Shares. On November 29, 2017, the Company issued an
additional 18,000 Representative Shares for no consideration. The Company accounted for the Representative Shares as an expense
of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company determined the fair value
of Representative Shares to be $1,380,000 based upon the offering price of the Units of $10.00 per Unit. The underwriter has agreed
not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the underwriter and
its designees 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Unit Purchase Option</b></p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 22, 2017, the Company sold to EarlyBirdCapital,
for $100, an option to purchase up to 600,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $6,000,000)
commencing on the later of November 20, 2018 or the consummation of a Business Combination. The unit purchase option may be exercised
for cash or on a cashless basis, at the holder’s option, and expires five years from November 20, 2017. The Units issuable
upon exercise of this option are identical to those offered in the Initial Public Offering. The Company accounted for the unit
purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge
directly to stockholders’ equity. The Company estimated the fair value of this unit purchase option to be $2,042,889 (or
$3.40 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters
was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate
of 2.05% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the common
stock underlying such units, the rights included in such units, the common stock that is issuable for the rights included in such
units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and
are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the
option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period)
following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public
Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for
periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration
under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear
all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the
holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances
including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However,
the option will not be adjusted for issuances of common stock at a price below its exercise price.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company follows the guidance in ASC 820
for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial
assets and liabilities that are re-measured and reported at fair value at least annually. </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0">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.</p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 63px"> </td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt"> </td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0">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.</p>
<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
<td style="font: 12pt Times New Roman, Times, Serif; vertical-align: top; width: 63px"> </td>
<td style="font: 12pt Times New Roman, Times, Serif; padding: 0.75pt"> </td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0">Level 3: Unobservable inputs based on our assessment of the
assumptions that market participants would use in pricing the asset or liability.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: justify">Description</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">Level</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31,</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>2020</b></p></td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>December 31,</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>2019</b></p></td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify">Assets:</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="width: 46%; font-size: 8pt; text-align: justify">Marketable securities held in Trust Account</td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 11%; font-size: 8pt; text-align: center">1</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">6,192,007</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">32,005,205</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company evaluates subsequent events and
transactions that occur after the balance sheet date up to the date that the condensed financial statements were issued. Other
than as described in the notes to these financial statements, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the condensed financial statements.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements
include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial
position, operating results and cash flows for the periods presented.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019
as filed with the SEC on March 30, 2020, which contains the audited financial statements and notes thereto. The interim results
for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December
31, 2020 or for any future interim periods.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 stockholder approval of any golden parachute payments not previously approved.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, will 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of condensed 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 condensed financial statements and the reported amounts
of revenues and expenses during the reporting period.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 confirming events. Accordingly, the actual results could differ significantly from the
Company’s estimates.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">  </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of March 31, 2020 and December 31, 2019.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At March 31, 2020 and December 31, 2019, the
assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Through March
31, 2020, the Company has withdrawn $676,188 of interest from the Trust Account in order to pay the Company’s franchise and
income taxes, of which $120,830 was withdrawn during the three months ended March 31, 2020.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to
occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value
as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company complies with the accounting and
reporting requirements of ASC Topic 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. As of March 31, 2020 December 31, 2019, there were no unrecognized tax benefits 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 effective tax rate of 14% differs from the statutory tax rate of 21% for the three
months ended March 31, 2019 primarily due to the non-deductibility of transactional expenses incurred in connection with the search
for potential targets for a Business Combination.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company may be subject to potential examination
by federal, state and city taxing authorities in the areas 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 federal, state and
city 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.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 27, 2020, President Trump signed the
Coronavirus Aid, Relief, and Economic Security "CARES" Act into law. The CARES Act includes several significant business
tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses ("NOL) and
allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules,
accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation
under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act
tax provisions. The Company does not believe that the CARES Act will have a significant impact on Company's financial position
or statement of operations.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net loss per common share is computed by dividing
net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class
method in calculating earnings per share. Shares of common stock subject to possible redemption at March 31, 2020 and 2019, which
are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per
share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not
considered the effect of (1) warrants sold in the Initial Public Offering and private placement to purchase 3,586,250 shares of
common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 717,250 shares of common stock
and (3) 600,000 shares of common stock, warrants to purchase 300,000 shares of common stock and rights that convert into 60,000
shares of common stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since
the exercise of the warrants, the conversion of the rights into shares of common stock and the exercise of the unit purchase option
are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic income per
common share for the periods presented. </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s net income is adjusted for
the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in
the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per share is
calculated as follows:</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">  </p>
<table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three Months Ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31,</b></p></td></tr>
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2020</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom">
<td style="width: 56%; font-size: 8pt; text-align: justify">Net income</td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">273,220</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">187,965</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt; text-indent: -9pt; padding-left: 9pt">Less: Income attributable to common stock subject to possible redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(272,387</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net income (loss)</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">273,220</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(84,422</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,844,414</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,725,039</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net income (loss) per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">0.10</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.03</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
</table>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially subject
the Company to concentration 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. The Company has not experienced losses on this account and management believes
the Company is not exposed to significant risks on such account.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0"> </p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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
condensed financial statements.</p>
<p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p>
<table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="7" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Three Months Ended</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31,</b></p></td></tr>
<tr style="vertical-align: bottom">
<td> </td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2020</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">2019</td></tr>
<tr style="vertical-align: bottom">
<td style="width: 56%; font-size: 8pt; text-align: justify">Net income</td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">273,220</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 8%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 12%; font-size: 8pt; text-align: right">187,965</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 1pt; text-indent: -9pt; padding-left: 9pt">Less: Income attributable to common stock subject to possible redemption</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">—  </td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: right">(272,387</td><td style="padding-bottom: 1pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Adjusted net income (loss)</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">273,220</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(84,422</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Weighted average shares outstanding, basic and diluted</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,844,414</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">2,725,039</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify; padding-bottom: 2.5pt">Basic and diluted net income (loss) per common share</td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">0.10</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left"> </td><td style="font-size: 8pt; padding-bottom: 2.5pt"> </td>
<td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; font-size: 8pt; text-align: right">(0.03</td><td style="padding-bottom: 2.5pt; font-size: 8pt; text-align: left">)</td></tr>
</table>
<table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%">
<tr style="vertical-align: bottom">
<td style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: justify">Description</td><td style="font-size: 8pt; font-weight: bold; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; font-weight: bold; text-align: center">Level</td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>March 31,</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>2020</b></p></td><td style="font-size: 8pt; padding-bottom: 1pt"> </td>
<td colspan="3" style="border-bottom: Black 1pt solid; font-size: 8pt; text-align: center"><p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>December 31,</b></p> <p style="font: 8pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>2019</b></p></td></tr>
<tr style="vertical-align: bottom">
<td style="font-size: 8pt; text-align: justify">Assets:</td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td>
<td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr>
<tr style="vertical-align: bottom">
<td style="width: 46%; font-size: 8pt; text-align: justify">Marketable securities held in Trust Account</td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 11%; font-size: 8pt; text-align: center">1</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">6,192,007</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td><td style="width: 5%; font-size: 8pt"> </td>
<td style="width: 1%; font-size: 8pt; text-align: left">$</td><td style="width: 11%; font-size: 8pt; text-align: right">32,005,205</td><td style="width: 1%; font-size: 8pt; text-align: left"> </td></tr>
</table>
2017-09-18
0
-272387
273220
-84422
Excludes an aggregate of up to -0- and 6,241,203 shares subject to possible redemption at March 31, 2020 and 2019, respectively.
Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $-0- and $272,387 for the three months ended March 31, 2020 and 2019, respectively (see Note 2).