Megalith Financial Acquisition Corp. — Amendment No. 5 to Form S-1 (August 22, 2018)

Summary

Amendment No. 5 to Form S-1 Registration Statement of Megalith Financial Acquisition Corp., a Delaware registrant, as filed with the U.S. Securities and Exchange Commission on August 22, 2018, Registration No. 333-226270. The fee table registers 17,250,000 Units, each consisting of one share of Class A common stock and one redeemable warrant, at a proposed maximum offering price of $10.00 per unit, for a proposed maximum aggregate offering price of $172,500,000. A footnote states the total includes 2,250,000 units that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. The signature page shows /s/ Samvir S. Sidhu, Chief Executive Officer, and /s/ Philip Watkins, Chief Financial Officer.

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As
filed with the U.S. Securities and Exchange Commission on August 22, 2018.

Registration No. 333-226270

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

________________

AMENDMENT
No. 5 TO

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________

Megalith Financial Acquisition
Corp.

(Exact name of registrant as
specified in its charter)

________________

Delaware | 6770 | 82-3410369
(State or other
jurisdiction of incorporation or organization) | (Primary Standard
Industrial Classification Code Number) | (I.R.S. Employer Identification Number)

1345 Avenue of the
Americas New York, NY 10105 Telephone: (212) 235-0430

(Address, Including Zip Code, and
Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)

Samvir S. Sidhu Chief Executive Officer 1345 Avenue of the
Americas New York, NY 10105 Telephone: (212) 235-0430

(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For
Service)

________________

Copies to:

Stuart Neuhauser, Esq. Barry I. Grossman, Esq. Ellenoff Grossman &
Schole LLP 1345 Avenue of the
Americas New York, NY
10105 (212)
370-1330 | David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800

Approximate date of commencement of proposed
sale to the public: As soon as practicable after the effective date
of this registration statement.

If any of the securities being
registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. ¨

If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨

If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ¨

If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ¨

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

Large accelerated
filer | ¨ | Accelerated
filer | ¨
Non-accelerated
filer | x | Smaller reporting
company | ¨
(Do not check if a
smaller reporting company) | Emerging growth
company | x

If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title
of Each Class of Security Being Registered | Amount Being Registered | Proposed Maximum Offering Price per Security (1) | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee
Units, each consisting of one share of Class A
common stock, $0.0001 par value, and one redeemable
warrant (2) | 17,250,000 Units | $ | 10.00 | $ | 172,500,000 | $ | 21,477
Shares of Class A common stock included as part
of the units (3) | 17,250,000 Shares | — | — | — | (4)
Redeemable warrants included as part of the
units (3) | 17,250,000 Warrants | — | — | — | (4)
Total | $ | 172,500,000 | $ | 21,477 | (5)

____________

(1) Estimated
solely for the purpose of calculating the registration fee.

(2) Includes
2,250,000 units, consisting of 2,250,000 shares of Class A common
stock and 2,250,000 redeemable warrants, which may be issued upon
exercise of a 45-day option granted to the underwriters to cover
over-allotments, if any.

(3) Pursuant
to Rule 416, there are also being registered an indeterminable
number of additional securities as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.

(4) No fee
pursuant to Rule 457(g).

(5) Previously paid.

The Registrant hereby
amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

The information
in this prospectus is not complete
and may be changed. We may not
sell these securities until the
registration statement filed with the
Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any effective.
This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.

SUBJECT
TO COMPLETION, DATED AUGUST 22, 2018

PRELIMINARY PROSPECTUS

$150,000,000

Megalith Financial Acquisition
Corp.

15,000,000 Units

Megalith Financial Acquisition
Corp. is a newly organized blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses, which we refer to as our
initial business combination. We have not selected any specific
business combination target and we have not, nor has anyone on our
behalf, initiated any substantive discussions, directly or
indirectly, with any business combination target. While we may
pursue an initial business combination target in any business or
industry, we intend to focus our search on companies in the
financial services industry or businesses providing technological
services to the financial industry, commonly known as fintech
businesses.

This
is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class
A common stock and one redeemable warrant. Each warrant entitles the holder thereof to purchase one share of our Class A common
stock at a price of $11.50 per share, subject to adjustment as described herein. The underwriters have a 45-day option from the
date of this prospectus to purchase up to an additional 2,250,000 units to cover over-allotments, if any. We will provide our
public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion
of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business
combination within 21 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to
applicable law and certain conditions as further described herein.

Our
sponsor, MFA Investor Holdings LLC, and Chardan Capital Markets, LLC, or Chardan, the representative of the underwriters in this
offering, have agreed to purchase an aggregate of 6,560,000 warrants (or 7,010,000 warrants if the overallotment option is exercised
in full) at a price of $1.00 per warrant ($6,560,000 in the aggregate or $7,010,000 if the overallotment is exercised in full),
each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that
will close simultaneously with the closing of this offering. 5,810,000 private placement warrants will be purchased by our sponsor
(6,260,000 if the overallotment is exercised in full) and 750,000 private placement warrants will be purchased by Chardan (regardless
of whether the overallotment option is exercised), except that the private placement warrants purchased by Chardan will not include
certain adjustment provisions as described in this prospectus.

Our initial stockholders, which
include our sponsor, own an aggregate of 4,312,500 shares of our
Class B common stock (up to 562,500 shares of which are subject to
forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised), which will automatically
convert into shares of Class A common stock at the time of our
initial business combination, or earlier at the option of the
holder, as described herein.

Currently,
there is no public market for our units, Class A common stock or
warrants. We have applied to list our units on the New York Stock
Exchange, or the “NYSE”, under the symbol
“MFACU”. We expect that our units will be listed on the
NYSE on or promptly after the date of this prospectus. We cannot
guarantee that our securities will be approved for listing on the
NYSE. We expect the Class A common stock and warrants comprising
the units will begin separate trading on the 52 nd day following the date of this prospectus unless Chardan informs us
of its decision to allow earlier separate trading, subject to our
satisfaction of certain conditions. Once the securities comprising
the units begin separate trading, we expect that the Class A common
stock and warrants will be listed on the NYSE under the symbols
“MFAC” and “MFACW,”
respectively.

We are an “emerging growth company”
under applicable federal securities laws and will be subject to
reduced public company reporting requirements. Investing in our
securities involves a high degree of risk. See “Risk
Factors” beginning on page 27 for a discussion of information
that should be considered in connection with an investment in our
securities. Investors will not be entitled to protections normally
afforded to investors in Rule 419 blank check
offerings.

Neither the U.S. Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

Per
Unit | Total
Public
offering price | $ | 10.00 | $ | 150,000,000
Underwriting
discounts and commissions (1) | $ | 0.60 | $ | 9,000,000
Proceeds,
before expenses, to Megalith Financial Acquisition Corp. | $ | 9.40 | $ | 141,000,000

____________

( 1) Includes
$0.40 per unit, or $6,000,000 (or up to $6,900,000 if the
underwriters’ over-allotment option is exercised in full) in
the aggregate payable to the underwriters for deferred underwriting
commissions to be placed in a trust account located in the United
States as described herein. The deferred commissions will be
released to the underwriters only on completion of an initial
business combination, as described in this prospectus. See the
section of this prospectus entitled “Underwriting”
beginning on page 133 for a description of compensation and other
items of value payable to the underwriters.

Of the
proceeds we receive from this offering and the sale of the private
placement warrants described in this prospectus, $151.5 million or
$174.225 million if the underwriters’ over-allotment option
is exercised in full ($10.10 per unit in either case) will be
deposited into a trust account in the United States at J.P. Morgan
Chase Bank, N.A., with Continental Stock Transfer & Trust
Company acting as trustee.

The underwriters are offering the
units for sale on a firm commitment basis. The underwriters expect
to deliver the units to the purchasers on or about
       , 2018.

Sole Book-Running Manager

Chardan

Lead
Manager

BTIG

Co-Managers

Northland Capital
Markets | I-Bankers Securities,
Inc.

,
2018

TABLE OF
CONTENTS

Summary | 1
Risk Factors | 27
Cautionary Note Regarding Forward-Looking Statements | 57
Use of Proceeds | 58
Dividend Policy | 62
Dilution | 63
Capitalization | 65
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 66
Proposed Business | 72
Management | 97
Principal Stockholders | 107
Certain Relationships and Related Party Transactions | 110
Description of Securities | 113
United States Federal Income Tax Considerations | 126
Underwriting | 133
Legal Matters | 140
Experts | 140
Where You Can Find Additional Information | 140
Index to Financial Statements | F-1

We are responsible for
the information contained in this prospectus. We have not
authorized anyone to provide you with different information, and we
take no responsibility for any other information others may give to
you. We are not, and the underwriters are not, making an offer to
sell securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in
this prospectus is accurate as of any date other than the date on
the front of this prospectus.

i

SUMMARY

This summary only
highlights the more detailed information appearing elsewhere in
this prospectus. You should read this entire prospectus carefully,
including the information under the section of this prospectus
entitled “Risk Factors” and our financial statements
and the related notes included elsewhere in this prospectus, before
investing.

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

• “common
stock” are to our Class A common stock and our Class B common
stock, collectively;

• “founder
shares” are to our shares of Class B common stock initially
purchased by our sponsor in a private placement prior to this
offering, and our shares of Class A common stock issued upon the
conversion thereof as provided herein;

• “initial
stockholders” are to our sponsor and any other holders of our
founder shares prior to this offering (or their permitted
transferees);

• “management”
or our “management team” are to our officers and
director nominees;

• “Chardan” are to Chardan Capital Markets, LLC, the
representative of the underwriters in this
offering;

• “private
placement warrants” are to the warrants issued to our sponsor
and Chardan in a private placement simultaneously with the closing
of this offering;

• “public
shares” are to our shares of Class A common stock sold as
part of the units in this offering (whether they are purchased in
this offering or thereafter in the open market);

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

• “public
warrants” are to our redeemable warrants sold as part of the
units in this offering (whether they are purchased in this offering
or thereafter in the open market) and to any private placement
warrants or warrants issued upon conversion of working capital
loans that are sold following the consummation of our initial
business combination to third parties that are not initial
purchasers or executive officers or directors (or permitted
transferees);

• “sponsor”
are to MFA Investor Holdings LLC, a Delaware limited liability
company which is controlled by certain members of our management
team;

• “warrants”
are to our redeemable warrants, which includes the public warrants
as well as the private placement warrants and working capital
warrants to the extent they are no longer held by the initial
purchasers of the private placement warrants or executive officers
or directors (or their permitted transferees); and

• “we,”
“us,” “company” or “our
company” are to Megalith Financial Acquisition
Corp.

Unless we tell you
otherwise, the information in this prospectus assumes that the
underwriters will not exercise their over-allotment
option.

Our Company

We are a newly organized blank check company formed as a Delaware
corporation for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, which we
refer to throughout this prospectus as our initial business
combination. We have not selected any specific business combination
target and we have not, nor has anyone on our behalf, initiated

1

any substantive discussions, directly or indirectly, with any
business combination target. While we may pursue an initial
business combination target in any stage of its corporate
evolution, we intend to focus our search on companies in the
financial services industry or businesses providing technological
services to the financial industry, commonly known as fintech
businesses.

We intend to employ a
pro-active acquisition strategy focused on identifying potential
business combination targets within both the fintech and financial
services industries that are fundamentally sound, but where we
believe we can be a catalyst to accelerating growth. Our
acquisition strategy will seek to capitalize on the significant
financial services, financial technology, banking, M&A,
operational expertise, and contacts of both our management team and
our board. Our management team’s ability to add value from
both an operating and a financing perspective has been a key driver
of past performance and we believe will continue to be central to
its differentiated acquisition strategy. We believe that the long
track record of Jay S. Sidhu, our Executive Chairman nominee, in
leading publicly traded companies that have outperformed the market
at 3, 5, 10, and 15 year benchmarks, as well as the track records
of the other members of our management team, will be a key
differentiator for potential combination targets. We also believe
that the past experiences of our management team in successfully
building and scaling multiple business that grew into multi-billion
dollar companies is another key differentiator that will be viewed
favorably by potential business combination targets. We believe
that our management team, comprised of both executive operators and
investors, is well positioned to identify acquisition opportunities
through their relationships in the fintech, financial services, and
banking industries. We expect that private equity and venture
capital firms, management teams in the fintech, financial services,
and banking industries, and investment bankers are all likely to
provide us with potential combination targets.

Jay S. Sidhu has over 40 years of experience as both an executive
and investor in financial services. Mr. Sidhu is Chairman and Chief
Executive Officer of Customers Bancorp (NYSE:CUBI), Customers Bank,
BankMobile, a division of Customers Bank, and BankMobile
Technologies. When Mr. Sidhu joined the company, Customers Bank,
previously known as New Century Bank, was a $270 million
asset-troubled bank. Today it is approximately a $10 billion asset,
high-performing bank, that has been recognized twice by Bank
Director Magazine as the fastest growing bank in the country in
terms of core revenues. Before assuming leadership at Customers
Bank, Mr. Sidhu was Chairman and Chief Executive Officer of Sidhu
Advisors, LLC, a private equity and financial services consulting
company based in Palm Coast, Fla. and Reading, Pa. Prior to that he
was Chairman and Chief Executive Officer of Sovereign Bancorp, Inc.
and Sovereign Bank, a $90 billion financial institution.

During his 20-year career at Sovereign, Mr. Sidhu was responsible
for growing the company from a $600 million banking institution
with an IPO value of about $24 million to the 17 th largest bank in the United States with a market capitalization of
almost $12 billion. Mr. Sidhu’s growth strategy resulted in
an internal rate of return of more than 19% for Sovereign
shareholders over the 17 years he was the Chief Executive Officer,
and provided Sovereign shareholders with returns that outperformed
all relevant benchmarks, including the S&P 500, the Dow Jones
Industrial Average and major banking indices over 5, 10, and 15
year periods.

Jay Sidhu is also a recognized thought leader and successful
executive in the financial technology industry through his
experience as Chief Executive Officer of BankMobile. Bankmobile, a
subsidiary of Customers Bank, is a disruptive mobile banking
platform that was launched in 2015 to target millennials and the
underbanked who are looking for more affordable and convenient
banking. In addition to common mobile banking features like check
deposit and bill-pay, Bankmobile also provides a peer-to-peer
payment platform, lending, and virtual financial advisors.
Bankmobile is among the largest and fastest growing mobile first
banking platforms in the U.S., and is one of the Top 15 largest
banks in the country, as measured by checking accounts. In the
fourth quarter of 2017 Customers Bank announced the spin-off and
merger of BankMobile with Flagship Community Bank and the
expectation that it will consummate an IPO in the second half
of 2018. He was named to Bank Innovation’s list of Top
10 Most Innovative CEO’s in both 2015 and 2016, and he
co-authored a book entitled “Why Can’t Banks Be as Easy
as Uber? BankMobile and The Real Future of Banking.”, which
reached #1 International Best Seller-status on Amazon. In 2016, he
was named Financial Technology Entrepreneur of the year by Ernst
& Young LLP.

Sam S. Sidhu, our Chief Executive Officer, is the founder and Chief
Executive Officer of Megalith Capital Management, a real estate
investment company. Mr. Sidhu is also a Director on the board of
Customers Bank. Prior to founding Megalith Capital Management, Mr.
Sidhu worked for Providence Equity Partners and Goldman Sachs, in
the Technology, Media, and Telecommunications group. During his
career, he has advised on or invested in more than $95 billion of
transactions.

2

A.J. Dunklau, our President, is an experienced operator and
investor in financial technology related businesses. Mr. Dunklau
previously served on the executive team of AGDATA, LP, in the roles
of Chief Strategy Officer, Head of Product Management, Executive
Vice President and GM, and Director of Business Development.
AGDATA, LP is a B2B solutions provider facilitating over $3 billion
dollars of payments annually, in addition to providing software and
information services.

Philip Watkins, our Chief Financial Officer, is an experienced
institutional investor and financial professional. Mr. Watkins is a
Principal of Megalith Capital Management where he is a member of
the investment committee and involved in all aspects of the
firm’s acquisition activities. Mr. Watkins previously worked
for Morgan Stanley Real Estate Investing where he was responsible
for underwriting, structuring, and closing investments across a
wide range of asset classes and throughout the capital
structure.

Additionally, our board of
directors will comprise a diverse group of executive operators and
experienced investors in fintech, financial services, financial
information, and technology industries. The board will include,
among others, Chad Hurley, the co-founder and former Chief
Executive Officer of YouTube and an early employee at PayPal; Raj
Date, the former Deputy Director of the Consumer Financial
Protection Bureau and current Managing Partner of Fenway Summer LLC
a hybrid advisory and venture investment firm focused on financial
services and financial technology; Eric Frank, former President at
Thomson Reuters, and currently Chief Executive Officer of Lightbox,
LLC, a newly-formed holding company in partnership with Silver Lake
and Battery Ventures; Bhanu Choudhrie, an experienced private
equity investor in financial services, among other sectors, and a
Director of Customers Bancorp (NYSE:CUBI) and Kuldeep Malkani, an
experienced analyst and investor in public and private companies,
specifically those in the financial services sector.

With respect to the foregoing descriptions, past performance of our
management team is not a guarantee either (i) of success with
respect to any business combination we may consummate or (ii) that
we will be able to identify a suitable candidate for our initial
business combination. You should not rely on the historical
performance record our management team as indicative of our future
performance. Our officers and directors have not had experience
with publicly traded blank check companies or special purpose
acquisition companies in the past. In addition, our executive
officers may have conflicts of interest with other entities to
which they owe fiduciary or contractual obligations with respect to
initial business combination opportunities. For a list of our
executive officers and entities for which a conflict of interest
may or does exist between such officers and the company, as well as
the priority and preference that such entity has with respect to
performance of obligations and presentation of business
opportunities to us, please refer to the table and subsequent
explanatory paragraph under “Management — Conflicts of
Interest”.

Business Combination
Criteria

Consistent with our business strategy, we have identified the
following general criteria that we believe are important in
evaluating candidates for our initial business combination. While
we intend to utilize these criteria in evaluating business
combination opportunities, we expect that no individual criterion
will entirely determine a decision to pursue a particular
opportunity. Further, any particular initial business combination
opportunity that we ultimately determine to pursue may not meet one
or more of these criteria.

• Enterprise
Value. We will seek to identify one or more acquisition
targets that have a combined enterprise value of at least $400
million and up to $1.25 billion.

• Post-Acquisition
Growth. We will seek to identify one or more companies
that we believe will either experience continued substantial
organic growth post acquisition or present the opportunities for
add-on acquisitions through identification of multiple actionable
target companies.

• Strong Management
Team. We will seek to identify companies with strong
and experienced public-ready management teams. Specifically, we
will look for management teams that have a proven track record of
driving revenue and value creation for their shareholders.

3

• Leadership
Position. We will seek to identify one or more
companies that have a leadership position in their industry or a
defensible niche within a target market as a result of
differentiated technology or other competitive advantages.

• Favorable Industry
Trends. We will seek to identify one or more companies
competing in an industry that enjoys favorable growth prospects and
competitive dynamics. Specifically, industries that are projected
to have sustained growth while also enjoying diverse supplier and
customers bases, and high barriers to entry.

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

We may need to obtain additional financing either to complete our
initial business combination or because we become obligated to
redeem a significant number of our public shares upon completion of
our initial business combination. We intend to acquire a company
with an enterprise value significantly above the net proceeds of
this offering and the sale of the private placement warrants.
Depending on the size of the transaction or the number of public
shares we become obligated to redeem, we may potentially utilize
several additional financing sources, including but not limited to
the issuance of additional securities to the sellers of a target
business, debt issued to bank or other lenders or the owners of the
target, a private placement to raise additional funds, or a
combination of the foregoing. If we are unable to complete our
initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and
liquidate the trust account. In addition, following our initial
business combination, if cash on hand is insufficient to meet our
obligations or our working capital needs, we may need to obtain
additional financing.

Initial Business
Combination

NYSE rules require that we
must complete one or more business combinations having an aggregate
fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the trust
account) at the time of our signing a definitive agreement in
connection with our initial business combination. Our board of
directors will make the determination as to the fair market value
of our initial business combination. If our board is not able to
independently determine the fair market value of a target business
or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly
renders valuation opinions for the type of company we are seeking
to acquire, or an independent accounting firm with respect to the
satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent
determination of the fair market value of our initial business
combination, it may be unable to do so if it is less familiar or
experienced with the business of a particular target or if there is
a significant amount of uncertainty as to the value of a
target’s assets or prospects.

We anticipate structuring our initial business combination either
(i) in such a way so that the post-transaction company in which our
public stockholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses, or
(ii) in such a way so that the post-transaction company owns or
acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target
management team or stockholders, or for other reasons. However, we
will only complete an initial business combination if the
post-transaction company owns or acquires 50% or more of the
outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment
Company Act of 1940, as amended, or the “Investment Company
Act”. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our
stockholders prior to the initial business combination may
collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in
the initial business combination. For example, we could pursue a
transaction in which we issue a substantial number of new shares in
exchange for all of the outstanding capital stock of a target. In
this case, we would acquire a 100% controlling interest in the
target. However, as a result of the issuance of a substantial
number of new shares, our stockholders immediately prior to

4

our initial business combination could own less than a majority of
our outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of
a target business or businesses are owned or acquired by the
post-transaction company, the portion of such business or
businesses that is owned or acquired is what will be taken into
account for purposes of NYSE’s 80% of fair market value test.
If the initial business combination involves more than one target
business, the 80% of fair market value test will be based on the
aggregate value of all of the transactions and we will treat the
target businesses together as the initial business combination for
purposes of a tender offer or for seeking stockholder approval, as
applicable.

Our Business Combination
Process

In evaluating prospective business combinations, we expect to
conduct a thorough due diligence review process that will
encompass, among other things, a review of historical and projected
financial and operating data, meetings with management and their
advisors (if applicable), on-site inspection of facilities and
assets, discussion with customers and suppliers, legal reviews and
other reviews as we deem appropriate. We will also utilize the
expertise of our management team in analyzing financial services
and fintech companies and evaluating operating projections,
financial projections and determining the appropriate return
expectations given the risk profile of the target business.

We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers,
directors or their affiliates. In the event we seek to complete our
initial business combination with a company that is affiliated with
our sponsor, officers, directors or their affiliates, we, or a
committee of independent directors, we will obtain an opinion from
an independent investment banking firm or another independent firm
that commonly renders valuation opinions for the type of company we
are seeking to acquire, or an independent accounting firm, that our
initial business combination is fair to our company from a
financial point of view.

Certain of our officers and directors presently has, and any of
them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or
director is or will be required to present a business combination
opportunity. Accordingly, if any of such officers or directors
becomes aware of a business combination opportunity which is
suitable for an entity to which he or she has then-current
fiduciary or contractual obligations to present the opportunity to
such entity, he or she will honor his or her fiduciary or
contractual obligations to present such opportunity to such entity.
We believe, however, that the fiduciary duties or contractual
obligations our officers or directors will not materially affect
our ability to complete our initial business combination. Our
amended and restated certificate of incorporation will provide that
we renounce our interest in any corporate opportunity offered to
any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are
legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the
director or officer is permitted to refer that opportunity to us
without violating another legal obligation.

Our
sponsor, officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other
special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed
to complete our initial business combination within 21 months after the closing of this offering.

Corporate
Information

Our executive offices are located at 1345 Avenue of the Americas,
New York, NY 10105 and our telephone number is (212) 235-0430.

We are an “emerging growth company,” as defined in
Section 2(a) of the Securities Act of 1933, as amended (the
“Securities Act”), as modified by the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. As such, we are
eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a
non-binding advisory vote on executive

5

compensation and stockholder approval of any golden parachute
payments not previously approved. If some investors find our
securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities
may be more volatile.

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

We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total
annual gross revenue of at least $1.07 billion, or (c) in which we
are deemed to be a large accelerated filer, which means the market
value of our Class A common stock that is held by non-affiliates
exceeds $700 million as of the prior June 30, and (2) the date on
which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period. References herein to
emerging growth company will have the meaning associated with it in
the JOBS Act.

6

THE OFFERING

In deciding whether
to invest in our securities, you should take into account not only
the backgrounds of the members of our management team, but also the
special risks we face as a blank check company and the fact that
this offering is not being conducted in compliance with Rule 419
promulgated under the Securities Act. You will not be entitled to
protections normally afforded to investors in Rule 419 blank check
offerings. You should carefully consider these and the other risks
set forth in the section of this prospectus entitled “Risk
Factors.”

Securities offered | 15,000,000 units, at $10.00 per unit, each unit
consisting of:
• one share
of Class A common stock; and
• one
redeemable warrant.
Proposed NYSE symbols | Units: “MFACU” Class A Common Stock:
“MFAC” Warrants: “MFACW ”
Trading commencement and separation of Class A
common stock and warrants | The units will begin trading on or promptly after the date of this
prospectus. We expect the Class A common stock and warrants
comprising the units will begin separate trading on the
52 nd day following the date of this prospectus unless Chardan informs us
of its decision to allow earlier separate trading, subject to our
having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading
will begin. Once the shares of Class A common stock and warrants
commence separate trading, holders will have the option to continue
to hold units or separate their units into the component
securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into shares of Class
A common stock and warrants.
Separate trading of the Class A common stock and
warrants is prohibited until we have filed a Current Report on Form
8-K | In no event will the Class A common stock and warrants be traded
separately until we have filed a Current Report on Form 8-K with
the SEC containing an audited balance sheet reflecting our receipt
of the gross proceeds at the closing of this offering. We will file
the Current Report on Form 8-K promptly after the closing of this
offering, which is anticipated to take place two business days from
the date of this prospectus. If the underwriters’
over-allotment option is exercised following the initial filing of
such Current Report on Form 8-K, a second or amended Current Report
on Form 8-K will be filed to provide updated financial information
to reflect the exercise of the underwriters’ over-allotment
option.
Units:
Number outstanding before this
offering | 0
Number outstanding after this offering | 15,000,000

7

Common stock:
Number outstanding before this
offering | 4,312,500 shares of Class B common stock (1)
Number outstanding after this offering | 18,750,000 shares of Class A common stock and Class B common
stock (2)(3)
Redeemable Warrants:
Number of private placement warrants to be sold
in a private placement simultaneously with this offering | 6,560,000
Number of warrants to be outstanding after this
offering and the private placement | 21,560,000
Exercisability | Each warrant is exercisable to purchase one
share of our Class A common stock.
Exercise
price | $11.50
per share, subject to adjustment as described herein. In
addition, except in the case of the private placement warrants purchased by Chardan, if (x) we issue additional shares of Class
A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.50 per share of Class A common stock (with such issue price
or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination, and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day
period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the $24.00 per share redemption trigger price described below under “Redemption of warrants”
will be adjusted (to the nearest cent) to be equal to 240% of the Market Value.
Exercise period | The warrants will become exercisable on the
later of:
• 30 days
after the completion of our initial business combination, or
• 12 months
from the closing of this offering;
provided in each
case that we have an effective registration statement under the
Securities Act covering the shares of Class A common stock issuable
upon exercise of the warrants and a current prospectus relating to
them is available (or we permit holders to exercise their warrants
on a cashless basis under the circumstances specified in the
warrant agreement).

____________

(1) Includes
up to 562,500 shares that are subject to forfeiture by our initial
stockholders depending on the extent to which the
underwriters’ over-allotment option is exercised.

(2) Assumes
no exercise of the underwriters’ over-allotment option and
the forfeiture by our initial stockholders of 562,500 founder
shares.

(3) Comprised
of 15,000,000 shares of Class A common stock and 3,750,000 shares
of Class B common stock (or founder shares). The Class B common
stock is convertible into shares of our Class A common stock on a
one-for-one basis, subject to adjustment as described below
adjacent to the caption “Founder shares conversion and
anti-dilution rights.”

8

We are not registering the shares of Class A
common stock issuable upon exercise of the warrants at this time.
However, we have agreed that as soon as practicable, but in no
event later than 15 business days after the closing of our initial
business combination, we will use our best efforts to file with the
SEC a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants, to cause such
registration statement to become effective and to maintain a
current prospectus relating to those shares of Class A common stock
until the warrants expire or are redeemed, as specified in the
warrant agreement. If a registration statement covering the shares
of Class A common stock issuable upon exercise of the warrants is
not effective by the 60 th business day after the closing of our initial business combination,
warrantholders
may, until such time as there is an effective
registration statement and during any period when we will have
failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our Class A common stock is at the
time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a
“covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement, and in the event we
do not so elect, we will use our best efforts to register or
qualify the shares under applicable blue sky laws to the extent an
exemption is not available.
The warrants will
expire at 5:00 p.m., New York City time, five years after the
completion of our initial business combination or earlier upon
redemption or liquidation. On the exercise of any warrant, the
warrant exercise price will be paid directly to us and not placed
in the trust account.
Redemption of warrants | Once the warrants become exercisable, we may
redeem the outstanding warrants (except as described herein with
respect to the private placement warrants):
• in whole
and not in part;
• at a
price of $0.01 per warrant;
• upon a
minimum of 30 days’ prior written notice of redemption, which
we refer to as the 30-day redemption period; and
• if, and
only if, the last sale price of our Class A common stock equals or
exceeds $24.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any
20 trading days within a 30-trading day period ending on the third
trading day prior to the date on which we send the notice of
redemption to the warrantholders.
We will not redeem the warrants unless a
registration statement under the Securities Act covering the shares
of Class A common stock issuable upon exercise of the warrants is
effective and a current prospectus relating to those shares of
Class A common stock is available throughout the 30-day redemption
period, except if the warrants may be exercised on a cashless basis
and such cashless exercise is exempt from registration under the
Securities Act. If and when the warrants become redeemable by us,
we may not exercise our redemption right if the issuance of shares
of common stock upon exercise of the warrants is not exempt from
registration or qualification under applicable state blue sky laws
or we

9

are unable to effect such registration or
qualification. We will use our best efforts to register or qualify
such shares of common stock under the blue sky laws of the state of
residence in those states in which the warrants were offered by us
in this offering.
If we call the
warrants for redemption as described above, our management will
have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In determining
whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among
other factors, our cash position, the number of warrants that are
outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Class A common stock issuable upon
the exercise of our warrants. In such event, each holder would pay
the exercise price by surrendering the warrants for that number of
shares of Class A common stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Class A common
stock underlying the warrants, multiplied by the difference between
the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The
“fair market value” shall mean the average reported
last sale price of the Class A common stock for the 10 trading days
ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants. Please see
the section of this prospectus entitled “Description of
Securities — Redeemable Warrants — Public
Stockholders’ Warrants” for additional
information.
None of the
private placement warrants will be redeemable by us so long as they
are held by our sponsor, Chardan or their permitted transferees. If
the private placement warrants are held by holders other than the
sponsor, Chardan or their permitted transferees, the private
placement warrants will be redeemable by us and exercisable by the
holders on the same basis as the warrants included in the units
being sold in this offering. In addition, for as long as the
private placement warrants are held by Chardan or its designees or
affiliates, they may not be exercised after five years from the
effective date of the registration statement of which this
prospectus forms a part.
Founder shares | In November 2017,
our sponsor purchased 4,312,500 founder shares for an aggregate
purchase price of $25,000, or approximately $0.006 per share. Prior
to the initial investment in the company of $25,000 by our sponsor,
the company had no assets, tangible or intangible. The per share
purchase price of the founder shares was determined by dividing the
amount of cash contributed to the company by the aggregate number
of founder shares issued. The number of founder shares issued was
determined based on the expectation that the founder shares would
represent 20% of the outstanding shares after this offering. As
such, our initial stockholders will collectively own 20% of our
issued and outstanding shares after this offering (assuming they do
not purchase any units in this offering). Neither our sponsor nor
any of our officers or directors have expressed an intention to
purchase any units in this offering. Up to 562,500 founder shares
will be subject to forfeiture by our initial stockholders depending
on the extent to which the underwriters’ over-allotment
option is exercised so that our initial stockholders will maintain
ownership of 20% of our common stock after this offering. We will
effect a stock dividend or share contribution prior to this
offering should the size of the offering change, in order to
maintain such ownership percentage.

10

The founder shares are identical to the shares
of Class A common stock included in the units being sold in this
offering, except that:
• the founder shares are shares
of Class B common stock that automatically convert into shares of
our Class A common stock at the time of our initial business
combination, or at any time prior thereto at the option of the
holder, on a one-for-one basis, subject to adjustment pursuant to
certain anti-dilution rights, as described herein;
• the
founder shares are subject to certain transfer restrictions, as
described in more detail below;
•
our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive
their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial
business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection
with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
21 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 21 months from the closing
of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed time frame.
• pursuant to the letter
agreement, our sponsor, officers and directors have agreed to vote
any founder shares held by them and any public shares purchased
during or after this offering (including in open market and
privately negotiated transactions) in favor of our initial business
combination. If we submit our initial business combination to our
public stockholders for a vote, we will complete our initial
business combination only if a majority of the outstanding shares
of common stock voted are voted in favor of the initial business
combination. As a result, in addition to our initial
stockholders’ founder shares, we would need only 5,625,001,
or 37.5%, of the 15,000,000 public shares sold in this offering to
be voted in favor of an initial business combination (assuming all
outstanding shares are voted and our officers and directors do not
purchase any units in this offering) in order to have our initial
business combination approved (assuming the over-allotment option
is not exercised); and
• the
founder shares are entitled to registration rights.

11

Transfer restrictions on founder shares | Our initial stockholders have agreed not to transfer, assign or
sell any of their founder shares until the earlier to occur of: (A)
one year after the completion of our initial business combination
or (B) subsequent to our initial business combination, (x) if the
last sale price of our Class A common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days
after our initial business combination, or (y) the date on which we
complete a liquidation, merger, capital stock exchange or other
similar transaction that results in all of our stockholders having
the right to exchange their shares of common stock for cash,
securities or other property (except as described herein under the
section of this prospectus entitled “Principal Stockholders
— Restrictions on Transfers of Founder Shares and Private
Placement Warrants”). Any permitted transferees will be
subject to the same restrictions and other agreements of our
initial stockholders with respect to any founder shares. We refer
to such transfer restrictions throughout this prospectus as the
lock-up.
Founder shares conversion and anti-dilut ion
rights | The shares of Class B common stock will automatically convert into
shares of our Class A common stock at the time of our initial
business combination on a one-for-one basis, subject to adjustment
for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment
as provided herein. In the case that additional shares of Class A
common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts offered in this prospectus and
related to the closing of the initial business combination, the
ratio at which shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders
of a majority of the outstanding shares of Class B common stock
agree to waive such adjustment with respect to any such issuance or
deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common
stock will equal, in the aggregate, on an as-converted basis, 20%
of the sum of the total number of all shares of common stock
outstanding upon the completion of this offering plus all shares of
Class A common stock and equity-linked securities issued or deemed
issued in connection with the initial business combination
(excluding any shares or equity-linked securities issued, or to be
issued, to any seller in the initial business combination, any
private placement-equivalent warrants issued to our sponsor or its
affiliates upon conversion of loans made to us). Holders of founder
shares may also elect to convert their shares of Class B common
stock into an equal number of shares of Class A common stock,
subject to adjustment as provided above, at any time. The term
“equity-linked securities” refers to any debt or equity
securities that are convertible, exercisable or exchangeable for
shares of Class A common stock issued in a financing transaction in
connection with our initial business combination, including but not
limited to a private placement of equity or debt. Securities could
be “deemed issued” for purposes of the conversion rate
adjustment if such shares are issuable upon the conversion or
exercise of convertible securities, warrants or similar
securities.
Voting Rights | Holders of the Class A common stock and holders
of the Class B common stock will vote together as a single class on
all matters submitted to a vote of our stockholders, with each
share of common stock entitling the holder to one vote.

12

Private placement warrants | Our
sponsor and Chardan have agreed to purchase an aggregate of 6,560,000 private placement warrants (or 7,010,000 private placement
warrants if the overallotment option is exercised in full) at a price of $1.00 per warrant ($6,560,000 in the aggregate or $7,010,000
if the overallotment is exercised in full) in a private placement that will close simultaneously with the closing of this offering.
5,810,000 private placement warrants will be purchased by our sponsor (6,260,000 if the overallotment is exercised in full) and
750,000 private placement warrants will be purchased by Chardan (regardless of whether the overallotment option is exercised).
Each private placement warrant is identical to the warrants included in the units sold in this offering except as described below.
A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held
in the trust account such that at the time of closing, $10.10 per unit sold in this offering will be held in the trust account.
If we do not complete our initial business combination within 21 months from the closing of this offering, the proceeds from the
sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject
to the requirements of applicable law) and the private placement warrants will expire worthless.
The private placement warrants will be
non-redeemable and exercisable on a cashless basis so long as they
are held by the sponsor, Chardan or their permitted transferees. If
the private placement warrants are held by holders other than the
sponsor, Chardan or their permitted transferees, the private
placement warrants will be redeemable by us and exercisable by the
holders on the same basis as the warrants included in the units
being sold in this offering.
Transfer restrictions on private placement
warrants | The private placement warrants (including the Class A common stock
issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the
completion of our initial business combination (except as described
under the section of this prospectus entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares
and Private Placement Warrants”).

13

Cashless exercise of private placement
warrants | If holders of private placement warrants elect to exercise them on
a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock
equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the warrants,
multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by
(y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the Class A
common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of warrant exercise is
sent to the warrant agent. The reason that we have agreed that
these warrants will be exercisable on a cashless basis so long as
they are held by the sponsor, Chardan or their permitted
transferees is because it is not known at this time whether they
will be affiliated with us following an initial business
combination. If they remain affiliated with us, their ability to
sell our securities in the open market will be significantly
limited. We expect to have policies in place that prohibit insiders
from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to
sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information.
Accordingly, unlike public stockholders who could sell the shares
of Class A common stock issuable upon exercise of the warrants
freely in the open market, the insiders could be significantly
restricted from doing so. As a result, we believe that allowing the
holders to exercise such warrants on a cashless basis is
appropriate.
Proceeds to be held in trust account | NYSE rules provide that at least 90% of the
gross proceeds from this offering and the sale of the private
placement warrants be deposited in a trust account. Of the net
proceeds of this offering and the sale of the private placement
warrants, $151,500,000, or $10.10 per unit ($174,225,000, or $10.10
per unit, if the underwriters’ over-allotment option is
exercised in full) will be placed into a trust account in the
United States at J.P. Morgan Chase, N.A., with Continental Stock
Transfer & Trust Company acting as trustee. These proceeds
include $6,000,000 (or $6,900,000 if the underwriters’
over-allotment option is exercised in full) in deferred
underwriting commissions.

14

Except
with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income
tax obligations, the proceeds from this offering and the sale of the private placement warrants will not be released from the
trust account until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares
properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to
modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within 21 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders’
rights or pre-business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial
business combination within 21 months from the closing of this offering, subject to applicable law. The proceeds deposited in
the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our
public stockholders.
Anticipated expenses and funding
sources | Except as described above with respect to the payment of taxes,
unless and until we complete our initial business combination, no
proceeds held in the trust account will be available for our use.
The proceeds held in the trust account will be invested only in
U.S. government securities with a maturity of 180 days or less or
in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act which invest only in direct U.S.
government treasury obligations. We will disclose in each quarterly
and annual report filed with the SEC prior to our initial business
combination whether the proceeds deposited in the trust account are
invested in U.S. government treasury obligations or money market
funds or a combination thereof. Based upon current interest rates,
we expect the trust account to generate approximately $1,950,000 of
interest annually assuming an interest rate of 1.3% per year;
however, we can provide no assurances regarding this amount. Unless
and until we complete our initial business combination, we may pay
our expenses only from:
• the net
proceeds of this offering and the sale of the private placement
warrants not held in the trust account, which will be approximately
$1,460,000 in working capital after the payment of approximately
$600,000 in expenses relating to this offering; and
• any loans
or additional investments from our sponsor, members of our
management team or their affiliates or other third parties,
although they are under no obligation to advance funds or invest in
us, and provided that any such loans will not have any claim on the
proceeds held in the trust account unless such proceeds are
released to us upon completion of an initial business
combination.

15

Conditions to completing our initial business
combination | NYSE rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80%
of the value of the assets held in the trust account (excluding the
deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of our signing a
definitive agreement in connection with our initial business
combination. Our board of directors will make the determination as
to the fair market value of our initial business combination. If
our board is not able to independently determine the fair market
value of a target business or businesses, we will obtain an opinion
from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of
company we are seeking to acquire, or an independent accounting
firm with respect to the satisfaction of such criteria. While we
consider it unlikely that our board of directors will not be able
to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it
is less familiar or experienced with the business of a particular
target or if there is a significant amount of uncertainty as to the
value of a target’s assets or prospects. There is no
limitation on our ability to raise funds privately, including
through loans in connection with our initial business
combination.
We anticipate structuring our initial business
combination either (i) in such a way so that the post-transaction
company in which our public stockholders own shares will own or
acquire 100% of the equity interests or assets of the target
business or businesses, or (ii) in such a way so that the
post-transaction company owns or acquires less than 100% of such
interests or assets of the target business in order to meet certain
objectives of the target management team or stockholders, or for
other reasons. However, we will only complete an initial business
combination if the post-transaction company owns or acquires 50% or
more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company
under the Investment Company Act. Even if the post-transaction
company owns or acquires 50% or more of the voting securities of
the target, our stockholders prior to the initial business
combination may collectively own a minority interest in the
post-transaction company, depending on valuations ascribed to the
target and us in the initial business combination. For example, we
could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock
of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a
substantial number of new shares, our stockholders immediately
prior to our initial business combination could own less than a
majority of our outstanding shares subsequent to our initial
business combination. If less than 100% of the equity interests or
assets of a target business or businesses are owned or acquired by
the post-transaction company, the portion of such business or
businesses that is owned or acquired is what will be taken into
account for purposes of NYSE’s 80% of fair market value test.
If the initial business combination involves more than one target
business, the 80% of fair market value test will be based on the
aggregate value of all of the transactions and we will treat the
target businesses together as the initial business combination for
purposes of a tender offer or for seeking stockholder approval, as
applicable.

16

Permitted purchases of public shares and public
warrants by our affiliates | If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
sponsor, initial stockholders, directors, officers, advisors or
their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either
prior to or following the completion of our initial business
combination. There is no limit on the number of shares our initial
stockholders, directors, officers, advisors or their affiliates may
purchase in such transactions, subject to compliance with
applicable law and NYSE rules. However, they have no current
commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such
transactions. If they engage in such transactions, they will not
make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such
purchases are prohibited by Regulation M under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
We do not currently anticipate that such purchases, if any, would
constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the
going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply
with such rules. Any such purchases will be reported pursuant to
Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements. None of the
funds held in the trust account will be used to purchase shares or
public warrants in such transactions prior to completion of our
initial business combination. See “Proposed Business —
Permitted purchases of our securities” for a description of
how our sponsor, initial stockholders, directors, officers,
advisors or any of their affiliates will select which stockholders
to purchase securities from in any private transaction.
The purpose of any such purchases of shares
could be to vote such shares in favor of the initial business
combination and thereby increase the likelihood of obtaining
stockholder approval of the initial business combination or to
satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash
at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. The
purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants
on any matters submitted to the warrantholders for approval in
connection with our initial business combination. Any such
purchases of our securities may result in the completion of our
initial business combination that may not otherwise have been
possible. In addition, if such purchases are made, the public
“float” of our shares of Class A common stock or
warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain
or obtain the quotation, listing or trading of our securities on a
national securities exchange.

17

Redemption rights for public stockholders upon
completion of our initial business combination | We will provide our public stockholders with the opportunity to
redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of our
initial business combination, including interest earned on the
funds held in the trust account and not previously released to us
to pay our franchise and income taxes, divided by the number of
then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially
anticipated to be $10.10 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay
to the underwriters. There will be no redemption rights upon the
completion of our initial business combination with respect to our
warrants. Our sponsor, officers and directors have entered into a
letter agreement with us, pursuant to which they have agreed to
waive their redemption rights with respect to any founder shares
held by them and any public shares they may acquire during or after
this offering in connection with the completion of our initial
business combination or otherwise.
We may require our public stockholders seeking
to exercise their redemption rights, whether they are record
holders or hold their shares in “street name,” to
either tender their certificates to our transfer agent prior to the
date set forth in the tender offer documents or proxy materials
mailed to such holders, or up to two business days prior to the
vote on the proposal to approve the initial business combination in
the event we distribute proxy materials, or to deliver their shares
to the transfer agent electronically using the Depository Trust
Company’s DWAC (Deposit/Withdrawal At Custodian) System, at
the holder’s option. The tender offer or proxy materials, as
applicable, that we will furnish to holders of our public shares in
connection with our initial business combination will indicate
whether we are requiring public stockholders to satisfy such
delivery requirements.
Manner of conducting redemptions | We will provide our public stockholders with the
opportunity to redeem all or a portion of their public shares upon
the completion of our initial business combination either (i) in
connection with a stockholder meeting called to approve the initial
business combination or (ii) by means of a tender offer. The
decision as to whether we will seek stockholder approval of a
proposed initial business combination or conduct a tender offer
will be made by us, solely in our discretion, and will be based on
a variety of factors such as the timing of the transaction and
whether the terms of the transaction would require us to seek
stockholder approval under the law or stock exchange listing
requirements. Under NYSE rules, asset acquisitions and stock
purchases would not typically require stockholder approval while
direct mergers with our company where we do not survive and any
transactions where we issue more than 20% of our outstanding common
stock or seek to amend our amended and restated certificate of
incorporation would require stockholder approval. We may conduct
redemptions without a stockholder vote pursuant to the tender offer
rules of the SEC unless stockholder approval is required by law or
stock exchange listing requirements or we choose to seek
stockholder approval for business or other legal reasons. So long
as we obtain and maintain a listing for our securities on NYSE, we
will be required to comply with such rules.

18

If a stockholder vote is not required and we do
not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our amended and restated certificate
of incorporation:
• conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, which regulate issuer tender offers, and
• file
tender offer documents with the SEC prior to completing our initial
business combination which contain substantially the same financial
and other information about the initial business combination and
the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies.
Such provisions may be amended if approved by
holders of 65% of our common stock entitled to vote
thereon.
Whether or not we maintain our registration
under the Exchange Act or our listing on NYSE, we will provide our
public stockholders with the opportunity to redeem their public
shares by one of the two methods listed above. Upon the public
announcement of our initial business combination, if we elect to
conduct redemptions pursuant to the tender offer rules, we or our
sponsor will terminate any plan established in accordance with Rule
10b5-1 to purchase shares of our Class A common stock in the open
market, in order to comply with Rule 14e-5 under the Exchange
Act.
In the event we conduct redemptions pursuant to
the tender offer rules, our offer to redeem will remain open for at
least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial
business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public
stockholders not tendering more than a specified number of public
shares, which number will be based on the requirement that we may
not redeem public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 upon consummation of our
initial business combination and after payment of
underwriters’ fees and commissions (so that we are not
subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement which may be
contained in the agreement relating to our initial business
combination. If public stockholders tender more shares than we have
offered to purchase, we will withdraw the tender offer and not
complete the initial business combination.
If, however, stockholder approval of the
transaction is required by law or stock exchange listing
requirements, or we decide to obtain stockholder approval for
business or other legal reasons, we will:
• conduct
the redemptions in conjunction with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer
rules, and
• file
proxy materials with the SEC.

19

If we seek stockholder approval, we will
complete our initial business combination only if a majority of the
outstanding shares of common stock voted are voted in favor of the
initial business combination. A quorum for such meeting will
consist of the holders present in person or by proxy of shares of
outstanding capital stock of the company representing a majority of
the voting power of all outstanding shares of capital stock of the
company entitled to vote at such meeting. Our initial stockholders
will count towards this quorum and, pursuant to the letter
agreement, our sponsor, officers and directors have agreed to vote
their founder shares and any public shares purchased during or
after this offering (including in open market and privately
negotiated transactions) in favor of our initial business
combination. For purposes of seeking approval of the majority of
our outstanding shares of common stock voted, non-votes will have
no effect on the approval of our initial business combination once
a quorum is obtained. As a result, in addition to our initial
stockholders’ founder shares, we would need only 5,625,001,
or 37.5%, of the 15,000,000 public shares sold in this offering to
be voted in favor of an initial business combination (assuming all
outstanding shares are voted and our officers and directors do not
purchase any units in this offering) in order to have our initial
business combination approved (assuming the over-allotment option
is not exercised). We intend to give approximately 30 days (but not
less than 10 days nor more than 60 days) prior written notice of
any such meeting, if required, at which a vote shall be taken to
approve our initial business combination. These quorum and voting
thresholds, and the voting agreements of our initial stockholders,
may make it more likely that we will consummate our initial
business combination. Each public stockholder may elect to redeem
its public shares irrespective of whether they vote for or against
the proposed transaction.
We may require our public stockholders seeking
to exercise their redemption rights, whether they are record
holders or hold their shares in “street name,” to
either tender their certificates to our transfer agent prior to the
date set forth in the tender offer documents mailed to such
holders, or up to two business days prior to the vote on the
proposal to approve the initial business combination in the event
we distribute proxy materials, or to deliver their shares to the
transfer agent electronically. We believe that this will allow our
transfer agent to efficiently process any redemptions without the
need for further communication or action from the redeeming public
stockholders, which could delay redemptions and result in
additional administrative cost. If the proposed initial business
combination is not approved and we continue to search for a target
company, we will promptly return any certificates delivered, or
shares tendered electronically, by public stockholders who elected
to redeem their shares.

20

Our amended and restated certificate of
incorporation will provide that in no event will we redeem our
public shares in an amount that would cause our net tangible assets
to be less than $5,000,001 upon consummation of our initial
business combination and after payment of underwriters’ fees
and commissions (so that we are not subject to the SEC’s
“penny stock” rules) or any greater net tangible asset
or cash requirement which may be contained in the agreement
relating to our initial business combination. For example, the
proposed initial business combination may require: (i) cash
consideration to be paid to the target or its owners, (ii) cash to
be transferred to the target for working capital or other general
corporate purposes or (iii) the retention of cash to satisfy other
conditions in accordance with the terms of the proposed initial
business combination. In the event the aggregate cash consideration
we would be required to pay for all shares of Class A common stock
that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed
initial business combination exceed the aggregate amount of cash
available to us, we will not complete the initial business
combination or redeem any shares, and all shares of Class A common
stock submitted for redemption will be returned to the holders
thereof.
Limitation on redemption rights of stockholders
holding 15% or more of the shares sold in this offering if we hold
stockholder vote | Notwithstanding the foregoing redemption rights, if we seek
stockholder approval of our initial business combination and we do
not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and
restated certificate of incorporation will provide that a public
stockholder, together with any affiliate of such stockholder or any
other person with whom such stockholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to
more than an aggregate of 15% of the shares sold in this offering,
without our prior consent. We believe the restriction described
above will discourage stockholders from accumulating large blocks
of shares, and subsequent attempts by such holders to use their
ability to redeem their shares as a means to force us or our
management to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent
this provision, a public stockholder holding more than an aggregate
of 15% of the shares sold in this offering could threaten to
exercise its redemption rights against an initial business
combination if such holder’s shares are not purchased by us
or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our stockholders’
ability to redeem to no more than 15% of the shares sold in this
offering, we believe we will limit the ability of a small group of
stockholders to unreasonably attempt to block our ability to
complete our initial business combination, particularly in
connection with an initial business combination with a target that
requires as a closing condition that we have a minimum net worth or
a certain amount of cash. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including
all shares held by those stockholders that hold more than 15% of
the shares sold in this offering) for or against our initial
business combination.

21

Redemption rights in connection with proposed
amendments to our certificate of incorporation | Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination
activity (which include, among other items, the requirement to submit any proposed business combination to stockholders for approval
or provide all our public stockholders the ability to tender their shares to us, to allow our public stockholders to have their
shares redeemed for cash in connection with any proposed business combination and the time period in which we must consummate
our initial business combination), may be amended if approved by holders of 65% of our common stock entitled to vote thereon,
and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved
by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of
incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable
provisions of the Delaware General Corporation Law, or DGCL, or applicable stock exchange rules. Under our amended and restated
certificate of incorporation, we may not issue additional securities that can vote on amendments to our amended and restated certificate
of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the trust
account. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of this offering
(assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate
of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive
officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our
public shares if we do not complete our initial business combination within 21 months from the closing of this offering or (ii)
with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide
our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our sponsor, officers
and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares and any public shares held by them in connection with the completion of our initial business
combination.

22

Release of funds in trust account on closing of
our initial business combination | On the completion of our initial business combination, the funds
held in the trust account will be used to pay amounts due to any
public stockholders who exercise their redemption rights as
described above under “Redemption rights for public
stockholders upon completion of our initial business
combination.” We will use the remaining funds to pay the
underwriters their deferred underwriting commissions, to pay all or
a portion of the consideration payable to the target or owners of
the target of our initial business combination and to pay other
expenses associated with our initial business combination. If our
initial business combination is paid for using equity or debt
securities, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our
initial business combination, we may apply the balance of the cash
released to us from the trust account for general corporate
purposes, including for maintenance or expansion of operations of
post-transaction businesses, the payment of principal or interest
due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working
capital.
Redemption of public shares and distribution and
liquidation if no initial business combination | Our amended and restated certificate of incorporation provides that we will have only 21 months from the closing of this offering
to complete our initial business combination. If we are unable to complete our initial business combination within such 21-month
period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously
released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as
stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to complete our initial business combination within the 21-month time period.
Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have waived
their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to
complete our initial business combination within 21 months from the
closing of this offering. However, if our initial stockholders
acquire public shares in or after this offering, they will be
entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial
business combination within the allotted 21-month time
period.

23

The underwriters have agreed to waive its rights
to their deferred underwriting commission held in the trust account
in the event we do not complete our initial business combination
and subsequently liquidate and, in such event, such amounts will be
included with the funds held in the trust account that will be
available to fund the redemption of our public shares.
Limited payments to insiders | There will be no finder’s fees,
reimbursement, consulting fee, non-cash payments, monies in respect
of any payment of a loan or other compensation paid by us to our
sponsor, officers or directors, or any affiliate of our sponsor or
officers prior to, or in connection with any services rendered in
order to effectuate, the consummation of our initial business
combination (regardless of the type of transaction that it is).
However, the following payments will be made to our sponsor,
officers or directors, or our or their affiliates, none of which
will be made from the proceeds of this offering held in the trust
account prior to the completion of our initial business
combination:
• Repayment
of up to an aggregate of $300,000 in loans made to us by our
sponsor to cover offering-related and organizational expenses;
• We will
pay an entity affiliated with our President a fee of approximately
$16,667 per month following the consummation of this offering until
the earlier of the consummation of our initial business combination
or our liquidation as well as a bonus of $78,000 upon successful
completion of this offering;
•
Payment to an entity affiliated with our sponsor of $2,000 per month, for up to 21 months, for office space, utilities and secretarial
and administrative support;
• Reimbursement for any out-of-pocket expenses related to
identifying, investigating and completing an initial business
combination; and
• Repayment
of loans which may be made by our sponsor or an affiliate of our
sponsor or certain of our officers and directors to finance
transaction costs in connection with an intended initial business
combination, the terms of which have not been determined nor have
any written agreements been executed with respect thereto. Up to
$1,500,000 of such loans may be convertible into warrants, at a
price of $1.00 per warrant at the option of the lender. The
warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise
period.
Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or
directors, or our or their affiliates.
Audit Committee | We will establish and maintain an audit
committee, which will be composed entirely of independent directors
to, among other things, monitor compliance with the terms described
above and the other terms relating to this offering. If any
noncompliance is identified, then the audit committee will be
charged with the responsibility to immediately take all action
necessary to rectify such noncompliance or otherwise to cause
compliance with the terms of this offering. For more information,
see the section of this prospectus entitled “Management
— Committees of the Board of Directors — Audit
Committee.”

24

Indemnity | Our sponsor has agreed that it will be liable to
us if and to the extent any claims by a third party for services
rendered or products sold to us, or a prospective target business
with which we have entered into a written letter of intent,
confidentiality or similar agreement or business combination
agreement, reduce the amount of funds in the trust account to below
the lesser of (i) $10.10 per public share and (ii) the actual
amount per public share held in the trust account as of the date of
the liquidation of the trust account, if less than $10.10 per share
due to reductions in the value of the trust assets, less taxes
payable, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a
waiver of any and all rights to the monies held in the trust
account (whether or not such waiver is enforceable) nor will it
apply to any claims under our indemnity of the underwriters of this
offering against certain liabilities, including liabilities under
the Securities Act. However, we have not asked our sponsor to
reserve for such indemnification obligations and our
sponsor’s only assets are securities of our company.
Therefore, we believe it is highly unlikely that our sponsor would
be able to satisfy those obligations. None of our officers or
directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target
businesses.

RISKS

We have conducted no operations and have generated no revenues.
Until we complete our initial business combination, we will have no
operations and will generate no operating revenues. In making your
decision whether to invest in our securities, you should take into
account not only the background of our management team, but also
the special risks we face as a blank check company. This offering
is not being conducted in compliance with Rule 419 promulgated
under the Securities Act. Accordingly, you will not be entitled to
protections normally afforded to investors in Rule 419 blank check
offerings. For additional information concerning how Rule 419 blank
check offerings differ from this offering, please see the section
of this prospectus entitled “Proposed Business —
Comparison of This Offering to Those of Blank Check Companies
Subject to Rule 419.” You should carefully consider these and
the other risks set forth in the section of this prospectus
entitled “Risk Factors” beginning on page 27 of this
prospectus.

25

SUMMARY FINANCIAL
DATA

The following table summarizes the relevant financial data for our
business and should be read with our financial statements, which
are included in this prospectus. We have not had any significant
operations to date, so only balance sheet data is presented.

June 30, 2018 Actual
(unaudited)
Balance Sheet Data:
Working capital (deficiency) | $ | (129,285 | )
Total assets | 162,480
Total liabilities | 140,876
Stockholder’s equity | $ | 21,604

26

RISK FACTORS

An investment in our
securities involves a high degree of risk. You should consider
carefully all of the risks described below, together with the other
information contained in this prospectus, before making a decision
to invest in our units. If any of the following events occur, our
business, financial condition and operating results may be
materially adversely affected. In that event, the trading price of
our securities could decline, and you could lose all or part of
your investment.

We have no operating
history and no revenues, and you have no basis on which to evaluate
our ability to achieve our business objective.

We have no operating results, and we will not commence operations
until obtaining funding through this offering. Because we lack an
operating history, you have no basis upon which to evaluate our
ability to achieve our business objective of completing our initial
business combination with one or more target businesses. We have no
plans, arrangements or understandings with any prospective target
business concerning an initial business combination and may be
unable to complete our initial business combination. If we fail to
complete our initial business combination, we will never generate
any operating revenues.

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

We may choose not to hold a stockholder vote to approve our initial
business combination unless the initial business combination would
require stockholder approval under applicable law or stock exchange
listing requirements or if we decide to hold a stockholder vote for
business or other legal reasons. Except as required by law, the
decision as to whether we will seek stockholder approval of a
proposed initial business combination or will allow stockholders to
sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of
factors, such as the timing of the transaction and whether the
terms of the transaction would otherwise require us to seek
stockholder approval. Accordingly, we may complete our initial
business combination even if holders of a majority of our public
shares do not approve of the initial business combination we
complete. Please see the section of this prospectus entitled
“Proposed Busi ness — St ockholders May Not
Have the Ability to Approve Our Initial Business Combination”
for additional information.

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

Pursuant to the letter agreement, our sponsor, officers and
directors have agreed to vote their founder shares, as well as any
public shares purchased during or after this offering (including in
open market and privately negotiated transactions), in favor of our
initial business combination. As a result, in addition to our
initial stockholders’ founder shares, we would need only
5,625,001, or 37.5%, of the 15,000,000 public shares sold in this
offering to be voted in favor of an initial business combination
(assuming all outstanding shares are voted and our officers and
directors do not purchase any units in this offering) in order to
have our initial business combination approved (assuming the
over-allotment option is not exercised). Our initial stockholders
will own shares representing 20% of our outstanding shares of
common stock immediately following the completion of this offering.
Accordingly, if we seek stockholder approval of our initial
business combination, the agreement by our initial stockholders to
vote in favor of our initial business combination will increase the
likelihood that we will receive the requisite stockholder approval
for such initial business combination.

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

At the time of your investment in us, you will not be provided with
an opportunity to evaluate the specific merits or risks of our
initial business combination. Since our board of directors may
complete an initial business combination without seeking
stockholder approval, public stockholders may not have the right or
opportunity to vote on the initial business combination, unless we
seek such stockholder vote.

27

Accordingly, if we do not seek stockholder approval, your only
opportunity to affect the investment decision regarding a potential
business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20
business days) set forth in our tender offer documents mailed to
our public stockholders in which we describe our initial business
combination.

The ability of our
public stockholders to redeem their shares for cash may make our
financial condition unattractive to potential business combination
targets, which may make it difficult for us to enter into an
initial business combination with a target.

We may seek to enter into an initial business combination agreement
with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too
many public stockholders exercise their redemption rights, we would
not be able to meet such closing condition and, as a result, would
not be able to proceed with the initial business combination.
Furthermore, in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than
$5,000,001 upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions (so
that we are not subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash
requirement which may be contained in the agreement relating to our
initial business combination. Consequently, if accepting all
properly submitted redemption requests would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial
business combination and after payment of underwriters’ fees
and commissions or such greater amount necessary to satisfy a
closing condition as described above, we would not proceed with
such redemption and the related business combination and may
instead search for an alternate business combination. Prospective
targets will be aware of these risks and, thus, may be reluctant to
enter into an initial business combination with us.

The ability of our
public stockholders to exercise redemption rights with respect to a
large number of our shares may not allow us to complete the most
desirable business combination or optimize our capital
structure.

At the time we enter into an agreement for our initial business
combination, we will not know how many stockholders may exercise
their redemption rights, and therefore will need to structure the
transaction based on our expectations as to the number of shares
that will be submitted for redemption. If our initial business
combination agreement requires us to use a portion of the cash in
the trust account to pay the purchase price, or requires us to have
a minimum amount of cash at closing, we will need to reserve a
portion of the cash in the trust account to meet such requirements,
or arrange for third party financing. In addition, if a larger
number of shares are submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a
greater portion of the cash in the trust account or arrange for
third party financing. Raising additional third party financing may
involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. Furthermore, this dilution would
increase to the extent that the anti-dilution provision of the
Class B common stock result in the issuance of Class A shares on a
greater than one-to-one basis upon conversion of the Class B common
stock at the time of our business combination. The above
considerations may limit our ability to complete the most desirable
business combination available to us or optimize our capital
structure. The amount of the deferred underwriting commissions
payable to the underwriters will not be adjusted for any shares
that are redeemed in connection with an initial business
combination. The per-share amount we will distribute to
stockholders who properly exercise their redemption rights will not
be reduced by the deferred underwriting commission and after such
redemptions, the per-share value of shares held by non-redeeming
stockholders will reflect our obligation to pay the deferred
underwriting commissions.

The ability of our
public stockholders to exercise redemption rights with respect to a
large number of our shares could increase the probability that our
initial business combination would be unsuccessful and that you
would have to wait for liquidation in order to redeem your
stock.

If our initial business combination agreement requires us to use a
portion of the cash in the trust account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, the
probability that our initial business combination would be
unsuccessful is increased. If our initial business combination is
unsuccessful, you would not receive your pro rata portion of the
trust account until we liquidate the trust account. If you are in
need of

28

immediate liquidity, you could attempt to sell your stock in the
open market; however, at such time our stock may trade at a
discount to the pro rata amount per share in the trust account. In
either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our
redemption until we liquidate or you are able to sell your stock in
the open market.

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

Unlike
most blank check companies, if

(i) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of
Class A common stock,

(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination, and

(iii) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the
trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)
is below $9.50 per share, the exercise price of the warrants will be adjusted to be equal to 115% of the Market Value, and the
$24.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted to be equal
to 240% of the Market Value.

This
may make it more difficult for us to do an initial business combination with a target business.

The requirement that we
complete our initial business combination within the prescribed
time frame may give potential target businesses leverage over us in
negotiating an initial business combination and may decrease our
ability to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could
undermine our ability to complete our initial business combination
on terms that would produce value for our stockholders.

Any
potential target business with which we enter into negotiations concerning an initial business combination will be aware that
we must complete our initial business combination within 21 months from the closing of this offering. Consequently, such target
business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial
business combination with that particular target business, we may be unable to complete our initial business combination with
any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited
time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a
more comprehensive investigation.

We may not be able to
complete our initial business combination within the prescribed
time frame, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and
liquidate, in which case our public stockholders may only receive
$10.10 per share, or less than such amount in certain
circumstances, and our warrants will expire worthless.

Our
amended and restated certificate of incorporation provides that we must complete our initial business combination within 21 months
from the closing of this offering. We may not be able to find a suitable target business and complete our initial business combination
within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our
franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

29

possible following such redemption, subject to the approval of our
remaining stockholders and our board of directors, dissolve and
liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of
other applicable law. In such case, our public stockholders may
only receive $10.10 per share, and our warrants will expire
worthless. In certain circumstances, our public stockholders may
receive less than $10.10 per share on the redemption of their
shares. See “— If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the
per-share redemption amount received by stockholders may be less
than $10.10 per share” and other risk factors below.

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

If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
sponsor, directors, officers, advisors or their affiliates may
purchase shares or public warrants or a combination thereof in
privately negotiated transactions or in the open market either
prior to or following the completion of our initial business
combination, although they are under no obligation to do so.
However, they have no current commitments, plans or intentions to
engage in such transactions and have not formulated any terms or
conditions for any such transactions. None of the funds in the
trust account will be used to purchase shares or public warrants in
such transactions.

Such a purchase may include a contractual acknowledgement that such
stockholder, although still the record holder of our shares is no
longer the beneficial owner thereof and therefore agrees not to
exercise its redemption rights. In the event that our sponsor,
directors, officers, advisors or their affiliates purchase shares
in privately negotiated transactions from public stockholders who
have already elected to exercise their redemption rights, such
selling stockholders would be required to revoke their prior
elections to redeem their shares. The purpose of such purchases
could be to vote such shares in favor of the initial business
combination and thereby increase the likelihood of obtaining
stockholder approval of the initial business combination, or to
satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash
at the closing of our initial business combination, where it
appears that such requirement would otherwise not be met. The
purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants
on any matters submitted to the warrantholders for approval in
connection with our initial business combination. Any such
purchases of our securities may result in the completion of our
initial business combination that may not otherwise have been
possible. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers
are subject to such reporting requirements.

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

If a stockholder fails to receive notice of
our offer to redeem our public shares in connection with our
initial business combination, or fails to comply with the
procedures for tendering its shares, such shares may not be
redeemed.

We will comply with the tender offer rules or proxy rules, as
applicable, when conducting redemptions in connection with our
initial business combination. Despite our compliance with these
rules, if a stockholder fails to receive our tender offer or proxy
materials, as applicable, such stockholder may not become aware of
the opportunity to redeem its shares. In addition, proxy materials
or tender offer documents, as applicable, that we will furnish to
holders of our public shares in connection with our initial
business combination will describe the various procedures that must
be complied with in order to validly tender or redeem public
shares. For example, we may require our public stockholders seeking
to exercise their redemption rights, whether they are record
holders or hold their shares in “street name,” to
either tender their certificates to our transfer agent prior to the
date set forth in the tender offer documents mailed to such
holders, or up to two business days prior to the vote on the
proposal to approve the initial business combination in the event
we distribute proxy materials, or to deliver their shares to the
transfer agent electronically. In the event that a stockholder
fails to comply with these or any other procedures, its shares
may

30

not be redeemed. See the section of this prospectus entitled
“Proposed Business — Redemption Rights for Public
Stockholders upon Completion of our Initial Business Combination
— Tendering Stock Certificates in Connection with a Tender
Offer or Redemption Rights.”

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

Our
public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion
of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder
properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted
in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
21 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial
business combination within 21 months from the closing of this offering, subject to applicable law and as further described herein.
In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants
will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your
investment, you may be forced to sell your public shares or warrants, potentially at a loss.

The NYSE may delist our
securities from trading on its exchange, which could limit
investors’ ability to make transactions in our securities and
subject us to additional trading restrictions.

We have applied to have our units listed on NYSE. We expect that
our units will be listed on NYSE on the date of this prospectus.
Following the date the shares of our Class A common stock and
warrants are eligible to trade separately, we anticipate that the
shares of our Class A common stock and warrants will be listed
separately on NYSE. Although after giving effect to this offering
we expect to meet, on a pro forma basis, the minimum initial
listing standards set forth in the NYSE listing standards, we
cannot assure you that our securities will be, or will continue to
be, listed on NYSE in the future or prior to our initial business
combination. In order to continue listing our securities on NYSE
prior to our initial business combination, we must maintain certain
financial, distribution and stock price levels. Generally, we must
maintain a minimum number of holders of our securities (400 public
holders). Additionally, in connection with our initial business
combination, we will be required to demonstrate compliance with
NYSE’s initial listing requirements, which are more rigorous
than NYSE’s continued listing requirements, in order to
continue to maintain the listing of our securities on NYSE. For
instance, our stock price would generally be required to be at
least $4 per share. We cannot assure you that we will be able to
meet those initial listing requirements at that time.

If NYSE delists our securities from trading on its exchange and we
are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an
over-the-counter market. If this were to occur, we could face
significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Class A common stock is a “penny
stock” which will require brokers trading in our Class A
common stock to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading
market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain
additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as
“covered securities.” Because we expect

31

that our units and eventually our Class A common stock and warrants
will be listed on NYSE, our units, Class A common stock and
warrants will be covered securities. Although the states are
preempted from regulating the sale of our securities, the federal
statute does allow the states to investigate companies if there is
a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered
securities in a particular case. While we are not aware of a state
having used these powers to prohibit or restrict the sale of
securities issued by blank check companies, other than the state of
Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to
use these powers, to hinder the sale of securities of blank check
companies in their states. Further, if we were no longer listed on
NYSE, our securities would not be covered securities and we would
be subject to regulation in each state in which we offer our
securities.

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

Since the net proceeds of this offering and the sale of the private
placement warrants are intended to be used to complete an initial
business combination with a target business that has not been
identified, we may be deemed to be a “blank check”
company under the United States securities laws. However, because
we will have net tangible assets in excess of $5,000,000 upon the
successful completion of this offering and the sale of the private
placement warrants and will file a Current Report on Form 8-K,
including an audited balance sheet demonstrating this fact, we are
exempt from rules promulgated by the SEC to protect investors in
blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules.
Among other things, this means our units will be immediately
tradable and we will have a longer period of time to complete our
initial business combination than do companies subject to Rule 419.
Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest
earned on funds held in the trust account to us unless and
un til the funds in the trust account were released to us in
connection with our completion of an initial business combination.
For a more detailed comparison of our offering to offerings that
comply with Rule 419, please see the section of this prospectus
entitled “Proposed Business — Comparison of This
Offering to Those of Blank Check Companies Subject to Rule
419.”

If we seek stockholder
approval of our initial business combination and we do not conduct
redemptions pursuant to the tender offer rules, and if you or a
“group” of stockholders are deemed to hold in excess of
15% of our Class A common stock, you will lose the ability to
redeem all such shares in excess of 15% of our Class A common
stock.

If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
amended and restated certificate of incorporation will provide that
a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking
redemption rights with respect to more than an aggregate of 15% of
the shares sold in this offering without our prior consent, which
we refer to as the “Excess Shares.” However, we would
not be restricting our stockholders’ ability to vote all of
their shares (including Excess Shares) for or against our initial
business combination. Your inability to redeem the Excess Shares
will reduce your influence over our ability to complete our initial
business combination and you could suffer a material loss on your
investment in us if you sell Excess Shares in open market
transactions. Additionally, you will not receive redemption
distributions with respect to the Excess Shares if we complete our
initial business combination. And as a result, you will continue to
hold that number of shares exceeding 15% and, in order to dispose
of such shares, would be required to sell your stock in open market
transactions, potentially at a loss.

Because of our limited
resources and the significant competition for business combination
opportunities, it may be more difficult for us to complete our
initial business combination. If we are unable to complete our
initial business combination, our public stockholders may receive
only approximately $10.10 per share on our redemption of our public
shares, or less than such amount in certain circumstances, and our
warrants will expire worthless.

We expect to encounter intense
competition from other entities having a business objective similar
to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other
entities competing for the types of businesses we intend to
acquire. Many of these individuals and entities are
well-established and have extensive experience in identifying and
effecting, directly or indirectly, acquisitions of companies
operating in or providing services to various industries. Many of
these competitors possess greater

32

technical, human and other
resources or more industry knowledge than we do, and our financial
resources will be relatively limited when contrasted with those of
many of these competitors. While we believe there are numerous
target businesses we could potentially acquire with the net
proceeds of this offering and the sale of the private placement
warrants, our ability to compete with respect to the acquisition of
certain target businesses that are sizable will be limited by our
available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain
target businesses. Furthermore, because we are obligated to pay
cash for the shares of Class A common stock which our public
stockholders redeem in connection with our initial business
combination, target companies will be aware that this may reduce
the resources available to us for our initial business combination.
This may place us at a competitive disadvantage in successfully
negotiating an initial business combination. If we are unable to
complete our initial business combination, our public stockholders
may receive only approximately $10.10 per share on the liquidation
of our trust account and our warrants will expire worthless. In
certain circumstances, our public stockholders may receive less
than $10.10 per share upon our liquidation. See “— If
third parties bring claims against us, the proceeds held in the
trust account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.10 per share”
and other risk factors below.

If the net proceeds of this offering and
the sale of the private placement warrants not being held in the
trust account are insufficient to allow us to operate for at least
the next 21 months, we may be unable to complete our initial
business combination, in which case our public stockholders may
only receive $10.10 per share, or less than such amount in certain
circumstances, and our warrants will expire
worthless.

The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 21 months,
assuming that our initial business combination is not completed during that time. We believe that, upon the closing of this offering,
the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 21 months;
however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds
available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of
the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements
designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable
to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current
intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),
we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If
we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per
share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders
may receive less than $10.10 per share upon our liquidation. See “— If third parties bring claims against us, the
proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.10 per share” and other risk factors below.

If the net proceeds of
this offering and the sale of the private placement warrants not
being held in the trust account are insufficient, it could limit
the amount available to fund our search for a target business or
businesses and complete our initial business combination and we
will depend on loans from our sponsor or management team to fund
our search for an initial business combination, to pay our
franchise and income taxes and to complete our initial business
combination. If we are unable to obtain these loans, we may be
unable to complete our initial business combination.

Of the net proceeds of this offering and the sale of the private
placement warrants, only approximately $1,460,000 will be available
to us initially outside the trust account to fund our working
capital requirements. In the event that our offering expenses
exceed our estimate of $600,000, we may fund such excess with funds
not to be held in the trust account. In such case, the amount of
funds we intend to be held outside the trust account would decrease
by a corresponding amount. The amount held in the trust account
will not be impacted as a result of such increase or decrease.
Conversely, in the event that the offering expenses are less than
our estimate of $600,000, the amount of funds we intend to be held
outside the trust account would increase by a corresponding amount.
If we are required to seek additional capital, we would need to
borrow funds from our sponsor, management team or other third
parties to operate or may be forced to liquidate. None of our
sponsor, members of our management team nor any of their

33

affiliates is under any obligation to advance funds to us in such
circumstances. Any such advances would be repaid only from funds
held outside the trust account or from funds released to us upon
completion of our initial business combination. Up to $1,500,000 of
such loans may be convertible into private placement-equivalent
warrants at a price of $1.00 per warrant at the option of the
lender. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than
our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our
trust account. If we are unable to obtain these loans, we may be
unable to complete our initial business combination. If we are
unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to
cease operations and liquidate the trust account. Consequently, our
public stockholders may only receive approximately $10.10 per share
on our redemption of our public shares, and our warrants will
expire worthless. In certain circumstances, our public stockholders
may receive less than $10.10 per share on the redemption of their
shares. See “— If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the
per-share redemption amount received by stockholders may be less
than $10.10 per share” and other risk factors below.

Subsequent to the completion of our
initial business combination, we may be required to take
write-downs or write-offs, restructuring and impairment or other
charges that could have a significant negative effect on our
financial condition, results of operations and our stock price,
which could cause you to lose some or all of your investment.

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

If third parties bring
claims against us, the proceeds held in the trust account could be
reduced and the per-share redemption amount received by
stockholders may be less than $10.10 per share.

Our placing of funds in the trust account may not protect those
funds from third-party claims against us. Although we will seek to
have all vendors, service providers, prospective target businesses
and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in
or to any monies held in the trust account for the benefit of our
public stockholders, such parties may not execute such agreements,
or even if they execute such agreements they may not be prevented
from bringing claims against the trust account, including, but not
limited to, fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims
challenging the enforceability of the waiver, in each case in order
to gain advantage with respect to a claim against our assets,
including the funds held in the trust account. If any third party
refuses to execute an agreement waiving such claims to the monies
held in the trust account, our management will perform an analysis
of the alternatives available to it and will only enter into an
agreement with a third party that has not executed a waiver if
management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
WithumSmith+Brown, PC, our independent registered public accounting
firm, and the underwriters of the offering, will not execute
agreements with us waiving such claims to the monies held in the
trust account.

34

Examples of possible instances
where we may engage a third party that refuses to execute a waiver
include the engagement of a third party consultant whose particular
expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service
provider willing to execute a waiver. In addition, there is no
guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial
business combination within the prescribed timeframe, or upon the
exercise of a redemption right in connection with our initial
business combination, we will be required to provide for payment of
claims of creditors that were not waived that may be brought
against us within the 10 years following redemption. Accordingly,
the per-share redemption amount received by public stockholders
could be less than the $10.10 per share initially held in the trust
account, due to claims of such creditors. Pursuant to the letter
agreement, the form of which is filed as Exhibit 10.1 to the
registration statement of which this prospectus forms a part, our
sponsor has agreed that it will be liable to us if and to the
extent any claims by a third party for services rendered or
products sold to us, or a prospective target business with which we
have entered into a written letter of intent, confidentiality or
similar agreement or business combination agreement, reduce the
amount of funds in the trust account to below the lesser of (i)
$10.10 per public share and (ii) the actual amount per public share
held in the trust account as of the date of the liquidation of the
trust account, if less than $10.10 per share due to reductions in
the value of the trust assets, less taxes payable, provided that
such liability will not apply to any claims by a third party or
prospective target business who executed a waiver of any and all
rights to the monies held in the trust account (whether or not such
waiver is enforceable) nor will it apply to any claims under our
indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities
Act.

However, we have not asked our sponsor to reserve for such
indemnification obligations and our sponsor’s only assets are
securities of our company. Therefore, we believe it is highly
unlikely that our sponsor would be able to satisfy those
obligations. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.

Our directors may decide
not to enforce the indemnification obligations of our sponsor,
resulting in a reduction in the amount of funds in the trust
account available for distribution to our public
stockholders.

In the event that the proceeds in the trust account are reduced
below the lesser of (i) $10.10 per share and (ii) the actual amount
per share held in the trust account as of the date of the
liquidation of the trust account if less than $10.10 per share due
to reductions in the value of the trust assets, in each case net of
the interest which may be withdrawn to pay taxes, and our sponsor
asserts that it is unable to satisfy its obligations or that it has
no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take
legal action on our behalf against our sponsor to enforce its
indemnification obligations to us, it is possible that our
independent directors in exercising their business judgment and
subject to their fiduciary duties may choose not to do so in any
particular instance if, for example, the cost of such legal action
is deemed by the independent directors to be too high relative to
the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. If our independent
directors choose not to enforce these indemnification obligations,
the amount of funds in the trust account available for distribution
to our public stockholders may be reduced below $10.10 per
share.

We may not have
sufficient funds to satisfy indemnification claims of our directors
and executive officers.

We have agreed to indemnify our officers and directors to the
fullest extent permitted by law. However, our officers and
directors have agreed to waive any right, title, interest or claim
of any kind in or to any monies in the trust account and to not
seek recourse against the trust account for any reason whatsoever.
Accordingly, any indemnification provided will be able to be
satisfied by us only if (i) we have sufficient funds outside of the
trust account or (ii) we consummate an initial business
combination. Our obligation to indemnify our officers and directors
may discourage stockholders from bringing a lawsuit against our
officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of
derivative litigation against our officers and directors, even
though such an action, if successful, might otherwise benefit us
and our stockholders.

35

Furthermore, a stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage
awards against our officers and directors pursuant to these
indemnification provisions.

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

If, after we distribute the proceeds in the trust account to our
public stockholders, we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by stockholders could be
viewed under applicable debtor/creditor and/or bankruptcy laws as
either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to
recover all amounts received by our stockholders. In addition, our
board of directors may be viewed as having breached its fiduciary
duty to our creditors and/or having acted in bad faith, thereby
exposing itself and us to claims of punitive damages, by paying
public stockholders from the trust account prior to addressing the
claims of creditors.

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

If, before distributing the proceeds in the trust account to our
public stockholders, we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not
dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority
over the claims of our stockholders. To the extent any bankruptcy
claims deplete the trust account, the per-share amount that would
otherwise be received by our stockholders in connection with our
liquidation may be reduced.

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

If we are deemed to be an investment company under the Investment
Company Act, our activities may be restricted, including:

• restrictions on the nature of our investments; and

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

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

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure
requirements and other rules and regulations.

In order not to be regulated as an investment company under the
Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than
investing, reinvesting or trading in securities and that our
activities do not include investing, reinvesting, owning, holding
or trading “investment securities” constituting more
than 40% of our total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business
will be to identify and complete an initial business combination
and thereafter to operate the post-transaction business or assets
for the long term. We do not plan to buy businesses or assets with
a view to resale or profit from their resale. We do not plan to buy
unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will
subject us to the Investment Company Act. To this end, the proceeds
held in the trust account may only be invested in United States
“government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 180
days or less or in

36

money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct
U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities
or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring
and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private
equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company
Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment
securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of
our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to
redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of this
offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity; or (iii) absent an initial business combination within 21 months from the closing of this offering, our return of the
funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest
the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject
to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per
share on the liquidation of our trust account and our warrants will expire worthless.

Changes in laws or
regulations, or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to
negotiate and complete our initial business combination and results
of operations.

We are subject to laws and regulations enacted by national,
regional and local governments. In particular, we will be required
to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be
difficult, time consuming and costly.

Those laws and regulations and their interpretation and application
may also change from time to time and those changes could have a
material adverse effect on our business, investments and results of
operations. In addition, a failure to comply with applicable laws
or regulations, as interpreted and applied, could have a material
adverse effect on our business, including our ability to negotiate
and complete our initial business combination and results of
operations.

Our stockholders may be
held liable for claims by third parties against us to the extent of
distributions received by them upon redemption of their
shares.

Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our initial business combination within 21 months from the closing of this
offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set
forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a
60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which
the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are
made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon
as reasonably possible following the 24 th month from the closing of
this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with
the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b)
of the DGCL requires us to adopt a plan, based on facts known to us
at such time that will provide for our payment of all existing and
pending claims or claims that may be potentially brought against us
within the 10 years following our dissolution. However, because we
are a blank check company, rather than an operating company, and
our operations will be limited to

37

searching
for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the
third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought
against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them
(but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the
pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within 21 months from the closing of this offering is not considered a liquidating
distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of
legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174
of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidating distribution.

We may not hold an
annual meeting of stockholders until after the consummation of our
initial business combination, which could delay the opportunity for
our stockholders to elect directors.

We may not hold an annual meeting of stockholders until after we
consummate a business combination (unless required by NYSE), and
thus may not be in compliance with Section 211(b) of the DGCL,
which requires an annual meeting of stockholders be held for the
purposes of electing directors in accordance with a company’s
bylaws unless such election is made by written consent in lieu of
such a meeting. Therefore, if our stockholders want us to hold an
annual meeting prior to our consummation of a business combination,
they may attempt to force us to hold one by submitting an
application to the Delaware Court of Chancery in accordance with
Section 211(c) of the DGCL.

We are not registering
the shares of Class A common stock issuable upon exercise of the
warrants under the Securities Act or any state securities laws at
this time, and such registration may not be in place when an
investor desires to exercise warrants, thus precluding such
investor from being able to exercise its warrants except on a
cashless basis. If the issuance of the shares upon exercise of
warrants is not registered, qualified or exempt from registration
or qualification, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and
expire worthless.

We are not registering the shares of Class A common stock issuable
upon exercise of the warrants under the Securities Act or any state
securities laws at this time. However, under the terms of the
warrant agreement, we have agreed that as soon as practicable, but
in no event later than 15 business days after the closing of our
initial business combination, we will use our best efforts to file
with the SEC a registration statement for the registration under
the Securities Act of the shares of Class A common stock issuable
upon exercise of the warrants and thereafter will use our best
efforts to cause the same to become effective within 60 business
days following our initial business combination and to maintain a
current prospectus relating to the Class A common stock issuable
upon exercise of the warrants, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. We
cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in
the information set forth in the registration statement or
prospectus, the financial statements contained or incorporated by
reference therein are not current or correct or the SEC issues a
stop order. If the shares issuable upon exercise of the warrants
are not registered under the Securities Act, we will be required to
permit holders to exercise their warrants on a cashless basis.
However, no warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders
seeking to exercise their warrants, unless the issuance of the
shares upon such exercise is registered or qualified under the
securities laws of the state of the exercising holder, or an
exemption from registration is available. Notwithstanding the
above, if our Class A common stock is at the time of any exercise
of a warrant not listed on a national securities exchange such that
it satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our
option, require holders of public warrants who exercise their
warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a
registration statement, and in the event we do not so elect, we
will use our best efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not
available. In no event will we be required to net cash settle

38

any warrant, or issue securities or other compensation in exchange
for the warrants in the event that we are unable to register or
qualify the shares underlying the warrants under applicable state
securities laws and there is no exemption available. If the
issuance of the shares upon exercise of the warrants is not so
registered or qualified or exempt from registration or
qualification, the holder of such warrant will not be entitled to
exercise such warrant and such warrant may have no value and expire
worthless. In such event, holders who acquired their warrants as
part of a purchase of units will have paid the full unit purchase
price solely for the shares of Class A common stock included in the
units. If and when the warrants become redeemable by us, we may not
exercise our redemption right if the issuance of shares of common
stock upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are
unable to effect such registration or qualification. We will use
our best efforts to register or qualify such shares of common stock
under the blue sky laws of the state of residence in those states
in which the warrants were offered by us in this offering. However,
there may be instances in which holders of our public warrants may
be unable to exercise such public warrants but holders of our
private warrants may be able to exercise such private warrants.

If you exercise your
public warrants on a “cashless basis,” you will receive
fewer shares of Class A common stock from such exercise than if you
were to exercise such warrants for cash.

There are circumstances in which the exercise of the public
warrants may be required or permitted to be made on a cashless
basis. First, if a registration statement covering the shares of
Class A common stock issuable upon exercise of the warrants is not
effective by the 60 th business day after the closing of our initial business combination,
warrantholders may, until such time as there is an effective
registration statement, exercise warrants on a cashless basis in
accordance with Section 3(a)(9) of the Securities Act or another
exemption. Second, if our Class A common stock is at any time of
any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we
may, at our option, require holders of public warrants who exercise
their warrants to do so on a cashless basis in accordance with
Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a
registration statement, and in the event we do not so elect, we
will use our best efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not
available. Third, if we call the public warrants for redemption,
our management will have the option to require all holders that
wish to exercise warrants to do so on a cashless basis. In the
event of an exercise on a cashless basis, a holder would pay the
warrant exercise price by surrendering the warrants for that number
of shares of Class A common stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Class A common
stock underlying the warrants, multiplied by the difference between
the exercise price of the warrants and the “fair market
value” (as defined in the next sentence) by (y) the fair
market value. The “fair market value” is the average
reported last sale price of the Class A common stock for the 10
trading days ending on the third trading day prior to the date on
which the notice of exercise is received by the warrant agent or on
which the notice of redemption is sent to the holders of warrants,
as applicable. As a result, you would receive fewer shares of Class
A common stock from such exercise than if you were to exercise such
warrants for cash.

The grant of
registration rights to our initial stockholders may make it more
difficult to complete our initial business combination, and the
future exercise of such rights may adversely affect the market
price of our Class A common stock.

Pursuant to an agreement to be entered into concurrently with the
issuance and sale of the securities in this offering, our initial
stockholders and their permitted transferees can demand that we
register the private placement warrants, the shares of Class A
common stock issuable upon exercise of the founder shares and the
private placement warrants held, or to be held, by them and holders
of warrants that may be issued upon conversion of working capital
loans may demand that we register such warrants or the Class A
common stock issuable upon exercise of such warrants. We will bear
the cost of registering these securities. The registration and
availability of such a significant number of securities for trading
in the public market may have an adverse effect on the market price
of our Class A common stock. In addition, the existence of the
registration rights may make our initial business combination more
costly or difficult to conclude. This is because the stockholders
of the target business may increase the equity stake they seek in
the combined entity or ask for more cash consideration to offset
the negative impact on the market price of our Class A common stock
that is expected when the securities owned by our initial
stockholders or holders of working capital loans or their
respective permitted transferees are registered.

39

Because we are neither
limited to evaluating a target business in a particular industry
sector nor have we selected any specific target businesses with
which to pursue our initial business combination, you will be
unable to ascertain the merits or risks of any particular target
business’s operations.

We will seek to complete an initial business combination with
companies in the financial services industry or businesses
providing technological services to the financial industry,
commonly known as fintech businesses, but may also pursue other
business combination opportunities, except that we will not, under
our amended and restated certificate of incorporation, be permitted
to effectuate our initial business combination with another blank
check company or similar company with nominal operations. Because
we have not yet selected or approached any specific target business
with respect to a business combination, there is no basis to
evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows,
liquidity, financial condition or prospects. To the extent we
complete our initial business combination, we may be affected by
numerous risks inherent in the business operations with which we
combine. For example, if we combine with a financially unstable
business or an entity lacking an established record of sales or
earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or a development stage
entity. Although our officers and directors will endeavor to
evaluate the risks inherent in a particular target business, we
cannot assure you that we will properly ascertain or assess all of
the significant risk factors or that we will have adequate time to
complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or
reduce the chances that those risks will adversely impact a target
business. We also cannot assure you that an investment in our units
will ultimately prove to be more favorable to investors than a
direct investment, if such opportunity were available, in a
business combination target. Accordingly, any stockholders who
choose to remain stockholders following our initial business
combination could suffer a reduction in the value of their
securities. Such stockholders are unlikely to have a remedy for
such reduction in value unless they are able to successfully claim
that the reduction was due to the breach by our officers or
directors of a duty of care or other fiduciary duty owed to them,
or if they are able to successfully bring a private claim under
securities laws that the proxy solicitation or tender offer
materials, as applicable, relating to the business combination
contained an actionable material misstatement or material
omission.

Past performance by our management team,
may not be indicative of future performance of an investment in
us.

Information regarding performance by, or businesses associated
with, our management team, is presented for informational purposes
only. Past performance by our management team is not a guarantee
either (i) of success with respect to any business combination we
may consummate or (ii) that we will be able to locate a suitable
candidate for our initial business combination. You should not rely
on the historical record of our management team’s performance
as indicative of our future performance of an investment in the
company or the returns the company will, or is likely to, generate
going forward. Our officers and directors have not had experience
with publicly traded blank check companies or special purpose
acquisition companies in the past.

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

Although we intend to focus on identifying companies in the
financial services industry or businesses providing technological
services to the financial industry, commonly known as fintech
businesses, we will consider an initial business combination
outside of our management’s area of expertise if an initial
business combination candidate is presented to us and we determine
that such candidate offers an attractive business combination
opportunity for our company or we are unable to identify a suitable
candidate in this sector after having expanded a reasonable amount
of time and effort in an attempt to do so. Although our management
will endeavor to evaluate the risks inherent in any particular
business combination candidate, we cannot assure you that we will
adequately ascertain or assess all of the significant risk factors.
We also cannot assure you that an investment in our units will not
ultimately prove to be less favorable to investors in this offering
than a direct investment, if an opportunity were available, in an
initial business combination candidate. In the event we elect to
pursue a business combination outside of the areas of our
management’s expertise, our management’s expertise may
not be directly applicable to its evaluation or operation, and the
information contained in this prospectus regarding the areas of our
management’s expertise would not be relevant to an
understanding of the business that we elect to acquire. As a
result, our

40

management may not be able to adequately ascertain or assess all of
the significant risk factors. Accordingly, any stockholders who
choose to remain stockholders following our initial business
combination could suffer a reduction in the value of their shares.
Such stockholders are unlikely to have a remedy for such reduction
in value.

Although we have
identified general criteria and guidelines that we believe are
important in evaluating prospective target businesses, we may enter
into our initial business combination with a target that does not
meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination
may not have attributes entirely consistent with our general
criteria and guidelines.

Although we have identified general criteria and guidelines for
evaluating prospective target businesses, it is possible that a
target business with which we enter into our initial business
combination will not have all of these positive attributes. If we
complete our initial business combination with a target that does
not meet some or all of these guidelines, such combination may not
be as successful as a combination with a business that does meet
all of our general criteria and guidelines. In addition, if we
announce a prospective business combination with a target that does
not meet our general criteria and guidelines, a greater number of
stockholders may exercise their redemption rights, which may make
it difficult for us to meet any closing condition with a target
business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if stockholder approval of the
transaction is required by law, or we decide to obtain stockholder
approval for business or other legal reasons, it may be more
difficult for us to attain stockholder approval of our initial
business combination if the target business does not meet our
general criteria and guidelines. If we are unable to complete our
initial business combination, our public stockholders may receive
only approximately $10.10 per share on the liquidation of our trust
account and our warrants will expire worthless. In certain
circumstances, our public stockholders may receive less than $10.10
per share on the redemption of their shares. See “— If
third parties bring claims against us, the proceeds held in the
trust account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.10 per share”
and other risk factors below.

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

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

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

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

41

We may issue additional
common stock or preferred stock to complete our initial business
combination or under an employee incentive plan after completion of
our initial business combination. We may also issue shares of Class
A common stock upon the conversion of the Class B common stock at a
ratio greater than one-to-one at the time of our initial business
combination as a result of the anti-dilution provisions contained
in our amended and restated certificate of incorporation. Any such
issuances would dilute the interest of our stockholders and likely
present other risks.

Our amended and restated certificate of incorporation authorizes
the issuance of up to 100,000,000 shares of Class A common stock,
par value $0.0001 per share, 10,000,000 shares of Class B common
stock, par value $0.0001 per share, and 1,000,000 shares of
preferred stock, par value $0.0001 per share. Immediately after
this offering, there will be 72,440,000 and 6,250,000 (assuming, in
each case, that the underwriters have not exercised their
over-allotment option) authorized but unissued shares of Class A
common stock and Class B common stock, respectively, available for
issuance, which amount takes into account the shares of Class A
common stock reserved for issuance upon exercise of outstanding
warrants but not the shares of Class A common stock issuable upon
conversion of Class B common stock. Immediately after the
consummation of this offering, there will be no shares of preferred
stock issued and outstanding. Shares of Class B common stock are
convertible into shares of our Class A common stock initially at a
one-for-one ratio but subject to adjustment as set forth herein,
including in certain circumstances in which we issue Class A common
stock or equity-linked securities related to our initial business
combination. Shares of Class B common stock are also convertible at
the option of the holder at any time.

We
may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate
of incorporation will provide that we may not issue securities that can vote with common stockholders on matters related to our
pre-initial business combination activity). We may also issue shares of Class A common stock upon conversion of the Class B common
stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation
will provide, among other things, that prior to our initial business combination, we may not issue additional shares of capital
stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business
combination. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and
restated certificate of incorporation, may be amended with the approval of our stockholders. However, our executive officers,
directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional shares of common or preferred stock:

• may significantly dilute the equity interest of investors in this
offering;

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

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

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

42

Resources could be
wasted in researching business combinations that are not completed,
which could materially adversely affect subsequent attempts to
locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public
stockholders may receive only approximately $10.10 per share, or
less than such amount in certain circumstances, on the liquidation
of our trust account and our warrants will expire
worthless.

We anticipate that the investigation of each specific target
business and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys, consultants and others. If we decide not to
complete a specific initial business combination, the costs
incurred up to that point for the proposed transaction likely would
not be recoverable. Furthermore, if we reach an agreement relating
to a specific target business, we may fail to complete our initial
business combination for any number of reasons including those
beyond our control. Any such event will result in a loss to us of
the related costs incurred which could materially adversely affect
subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business
combination, our public stockholders may receive only approximately
$10.10 per share on the liquidation of our trust account and our
warrants will expire worthless. In certain circumstances, our
public stockholders may receive less than $10.10 per share on the
redemption of their shares. See “— If third parties
bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by
stockholders may be less than $10.10 per share” and other
risk factors below.

Our ability to
successfully effect our initial business combination and to be
successful thereafter will be totally dependent upon the efforts of
our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination
business.

Our ability to successfully
effect our initial business combination is dependent upon the
efforts of our key personnel. The role of our key personnel in the
target business, however, cannot presently be ascertained. Although
some of our key personnel may remain with the target business in
senior management or advisory positions following our initial
business combination, it is likely that some or all of the
management of the target business will remain in place. While we
intend to closely scrutinize any individuals we employ after our
initial business combination, we cannot assure you that our
assessment of these individuals will prove to be correct. These
individuals may be unfamiliar with the requirements of operating a
company regulated by the SEC, which could cause us to have to
expend time and resources helping them become familiar with such
requirements. In addition, the officers and directors of an initial
business combination candidate may resign upon completion of our
initial business combination. The departure of an initial business
combination target’s key personnel could negatively impact
the operations and profitability of our post-combination business.
The role of an initial business combination candidate’s key
personnel upon the completion of our initial business combination
cannot be ascertained at this time. Although we contemplate that
certain members of an initial business combination
candidate’s management team will remain associated with the
initial business combination candidate following our initial
business combination, it is possible that members of the management
of an initial business combination candidate will not wish to
remain in place. The loss of key personnel could negatively impact
the operations and profitability of our post-combination
business.

We are dependent upon
our executive officers and directors and their departure could
adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of
individuals and, in particular, our executive officers and
directors. We believe that our success depends on the continued
service of our executive officers and directors, at least until we
have completed our initial business combination. We do not have an
employment agreement with, or key-man insurance on the life of, any
of our directors or executive officers. The unexpected loss of the
services of one or more of our directors or executive officers
could have a detrimental effect on us.

43

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

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

We may have a limited
ability to assess the management of a prospective target business
and, as a result, may effect our initial business combination with
a target business whose management may not have the skills,
qualifications or abilities to manage a public company, which
could, in turn, negatively impact the value of our
stockholders’ investment in us.

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

Our officers and
directors will allocate their time to other businesses thereby
causing conflicts of interest in their determination as to how much
time to devote to our affairs. This conflict of interest could have
a negative impact on our ability to complete our initial business
combination.

Other than our President, our officers and directors are not
required to, and will not, commit their full time to our affairs,
which may result in a conflict of interest in allocating their time
between our operations and our search for an initial business
combination and their other businesses. We do not intend to have
any full-time employees prior to the completion of our initial
business combination. Certain of our officers are engaged in other
business endeavors for which he or she may be entitled to
substantial compensation and such officers are not obligated to
contribute any specific number of hours per week to our affairs.
Our independent directors may also serve as officers or board
members for other entities. If our officers’ and
directors’ other business affairs require them to devote
substantial amounts of time to such affairs in excess of their
current commitment levels, it could limit their ability to devote
time to our affairs which may have a negative impact on our ability
to complete our initial business combination. For a complete
discussion of our officers’ and directors’ other
business affairs, please see the section of this prospectus
entitled “Management — Directors and
Officers.”

Certain of our officers
and directors are now, and all of them may in the future become,
affiliated with entities engaged in business activities similar to
those intended to be conducted by us and, accordingly, may have
conflicts of interest in allocating their time and determining to
which entity a particular business opportunity should be
presented.

Following the completion of this offering and until we consummate
our initial business combination, we intend to engage in the
business of identifying and combining with one or more businesses.
Our sponsor and officers and directors are, and may in the future
become, affiliated with entities (such as operating companies or
investment

44

vehicles)
that are engaged in a similar business, although they may not participate in the formation of, or become an officer or director
of, any other special purpose acquisition companies with a class of securities registered under the Exchange Act until we have
entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business
combination within 21 months after the closing of this offering.

Our officers and directors also may become aware of business
opportunities which may be appropriate for presentation to us and
the other entities to which they owe certain fiduciary or
contractual duties.

Accordingly, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential
target business may be presented to another entity prior to its
presentation to us. Our amended and restated certificate of
incorporation will provide that we renounce our interest in any
corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his
or her capacity as a director or officer of our company and such
opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue, and
to the extent the director or officer is permitted to refer that
opportunity to us without violating another legal obligation.

For a complete discussion of our officers’ and
directors’ business affiliations and the potential conflicts
of interest that you should be aware of, please see the sections of
this prospectus entitled “Management — Directors and
Officers,” “Management — Conflicts of
Interest” and “Certain Relationships and Related Party
Transactions.”

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

We have not adopted a policy that expressly prohibits our
directors, officers, security holders or affiliates from having a
direct or indirect pecuniary or financial interest in any
investment to be acquired or disposed of by us or in any
transaction to which we are a party or have an interest. In fact,
we may enter into an initial business combination with a target
business that is affiliated with our sponsor, our directors or
officers, although we do not intend to do so. We do not have a
policy that expressly prohibits any such persons from engaging for
their own account in business activities of the types conducted by
us. Accordingly, such persons or entities may have a conflict
between their interests and ours.

We may engage in an
initial business combination with one or more target businesses
that have relationships with entities that may be affiliated with
our sponsor, officers, directors or their affiliates which may
raise potential conflicts of interest.

In light of the involvement of our sponsor, officers and directors
with other entities, we may decide to acquire one or more
businesses affiliated with our sponsor, officers, directors or
their affiliates. Our directors also serve as officers and board
members for other entities, including, without limitation, those
described under the section of this prospectus entitled
“Management — Conflicts of Interest.” Such
entities may compete with us for business combination
opportunities. Our sponsor, officers and directors are not
currently aware of any specific opportunities for us to complete
our initial business combination with any entities with which they
are affiliated, and there have been no preliminary discussions
concerning an initial business combination with any such entity or
entities. Although we will not be specifically focusing on, or
targeting, any transaction with any affiliated entities, we would
pursue such a transaction if we determined that such affiliated
entity met our criteria for an initial business combination as set
forth in the section of this prospectus entitled “Proposed
Business — Selection of a Target Business and Structuring of
our Initial Business Combination” and such transaction was
approved by a majority of our disinterested directors. Despite our
agreement to obtain an opinion from an independent investment
banking firm or another independent firm that commonly renders
valuation opinions for the type of company we are seeking to
acquire, or an independent accounting firm, regarding the fairness
to our stockholders from a financial point of view of an initial
business combination with one or more domestic or international
businesses affiliated with our sponsor, officers, directors or
their affiliates, potential conflicts of interest still may exist
and, as a result, the terms of the initial business combination may
not be as advantageous to our public stockholders as they would be
absent any conflicts of interest.

45

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

In November 2017, our sponsor purchased an aggregate of 4,312,500
founder shares for an aggregate purchase price of $25,000, or
approximately $0.006 per share. The number of founder shares issued
was determined based on the expectation that such founder shares
would represent 20% of the outstanding shares after this offering.
The founder shares will be worthless if we do not complete an
initial business combination. In addition, our sponsor has
committed to purchase an aggregate of 5,810,000 private placement
warrants (or 6,260,000 warrants if the overallotment option is
exercised in full), each exercisable to purchase one share of our
Class A common stock at $11.50 per share, at a price of $1.00
warrant ($5,810,000 in the aggregate, or $6,260,000 if the
overallotment option is exercised in full), that will also be
worthless if we do not complete an initial business combination.
Holders of founder shares have agreed (A) to vote any shares owned
by them in favor of any proposed initial business combination and
(B) not to redeem any founder shares in connection with a
stockholder vote to approve a proposed initial business
combination. In addition, we may obtain loans from our sponsor,
affiliates of our sponsor or an officer or director. The personal
and financial interests of our officers and directors may influence
their motivation in identifying and selecting a target business
combination, completing an initial business combination and
influencing the operation of the business following the initial
business combination.

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

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

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

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

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

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

• our inability to pay dividends on our common stock;

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

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

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

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

• other disadvantages compared to our competitors who have less
debt.

46

We may only be able to
complete one business combination with the proceeds of this
offering and the sale of the private placement warrants, which will
cause us to be solely dependent on a single business which may have
a limited number of services and limited operating activities. This
lack of diversification may negatively impact our operating results
and profitability.

Of the net proceeds from this offering and the sale of the private
placement warrants, $151,500,000 (or $174,225,000 if the
underwriters’ over-allotment option is exercised in full)
will be available to complete our initial business combination and
pay related fees and expenses (which includes up to $6,000,000, or
up to $6,900,000 if the over-allotment option is exercised in full,
for the payment of deferred underwriting commissions).

We may effectuate our initial business combination with a single
target business or multiple target businesses simultaneously or
within a short period of time. However, we may not be able to
effectuate our initial business combination with more than one
target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare
and file pro forma financial statements with the SEC that present
operating results and the financial condition of several target
businesses as if they had been operated on a combined basis. By
completing our initial business combination with only a single
entity, our lack of diversification may subject us to numerous
economic, competitive and regulatory developments. Further, we
would not be able to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several business
combinations in different industries or different areas of a single
industry. In addition, we intend to focus our search for an initial
business combination in a single industry. Accordingly, the
prospects for our success may be:

• solely dependent upon the performance of a single business,
property or asset, or

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

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

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

If we determine to simultaneously acquire several businesses that
are owned by different sellers, we will need for each of such
sellers to agree that our purchase of its business is contingent on
the simultaneous closings of the other business combinations, which
may make it more difficult for us, and delay our ability, to
complete our initial business combination. We do not, however,
intend to purchase multiple businesses in unrelated industries in
conjunction with our initial business combination. With multiple
business combinations, we could also face additional risks,
including additional burdens and costs with respect to possible
multiple negotiations and due diligence investigations (if there
are multiple sellers) and the additional risks associated with the
subsequent assimilation of the operations and services or products
of the acquired companies in a single operating business. If we are
unable to adequately address these risks, it could negatively
impact our profitability and results of operations.

We may attempt to
complete our initial business combination with a private company
about which little information is available, which may result in an
initial business combination with a company that is not as
profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek
to effectuate our initial business combination with a privately
held company. Very little public information generally exists about
private companies, and we could be required to make our decision on
whether to pursue a potential initial business combination on the
basis of limited information, which may result in an initial
business combination with a company that is not as profitable as we
suspected, if at all.

47

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

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

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

Our amended and restated certificate of incorporation will not
provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would
cause our net tangible assets to be less than $5,000,001 upon
consummation of our initial business combination and after payment
of underwriters’ fees and commissions (such that we are not
subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement which may be
contained in the agreement relating to our initial business
combination. As a result, we may be able to complete our initial
business combination even though a substantial majority of our
public stockholders do not agree with the transaction and have
redeemed their shares or, if we seek stockholder approval of our
initial business combination and do not conduct redemptions in
connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated
agreements to sell their shares to our sponsor, officers,
directors, advisors or their affiliates. In the event the aggregate
cash consideration we would be required to pay for all shares of
Class A common stock that are validly submitted for redemption plus
any amount required to satisfy cash conditions pursuant to the
terms of the proposed initial business combination exceed the
aggregate amount of cash available to us, we will not complete the
initial business combination or redeem any shares, all shares of
Class A common stock submitted for redemption will be returned to
the holders thereof, and we instead may search for an alternate
business combination.

In order to effectuate
an initial business combination, blank check companies have, in the
recent past, amended various provisions of their charters and other
governing instruments, including their warrant agreements. We
cannot assure you that we will not seek to amend our amended and
restated certificate of incorporation or governing instruments in a
manner that will make it easier for us to complete our initial
business combination that our stockholders may not
support.

In order to effectuate an
initial business combination, blank check companies have, in the
recent past, amended various provisions of their charters and
modified governing instruments, including their warrant agreements.
For example, blank check companies have amended the definition of
business combination, increased redemption thresholds and extended
the time to consummate an initial business combination and, with
respect to their warrants, amended their warrant agreements to
require the warrants to be exchanged for cash and/or other
securities. Amending our amended and restated certificate of
incorporation will require the approval of holders of 65% of our
common stock, and amending our warrant agreement will require a
vote of holders of at least 65% of the public warrants. In
addition, our amended and restated certificate of incorporation
requires us to provide our public stockholders with the opportunity
to redeem their public shares for cash if we propose an amendment
to our amended and restated certificate

48

of
incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within 21 months from the closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity. To the extent any such amendments would be
deemed to fundamentally change the nature of any securities offered through this registration statement, we would register, or
seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter
or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business
combination.

The provisions of our
amended and restated certificate of incorporation that relate to
our pre-business combination activity (and corresponding provisions
of the agreement governing the release of funds from our trust
account), including an amendment to permit us to withdraw funds
from the trust account such that the per share amount investors
will receive upon any redemption or liquidation is substantially
reduced or eliminated, may be amended with the approval of holders
of 65% of our common stock, which is a lower amendment threshold
than that of some other blank check companies. It may be easier for
us, therefore, to amend our amended and restated certificate of
incorporation and the trust agreement to facilitate the completion
of an initial business combination that some of our stockholders
may not support.

Our amended and restated certificate of incorporation will provide
that any of its provisions related to pre-initial business
combination activity (including the requirement to deposit proceeds
of this offering and the private placement of warrants into the
trust account and not release such amounts except in specified
circumstances, and to provide redemption rights to public
stockholders as described herein and including to permit us to
withdraw funds from the trust account such that the per share
amount investors will receive upon any redemption or liquidation is
substantially reduced or eliminated) may be amended if approved by
holders of 65% of our common stock entitled to vote thereon, and
corresponding provisions of the trust agreement governing the
release of funds from our trust account may be amended if approved
by holders of 65% of our common stock entitled to vote thereon. In
all other instances, our amended and restated certificate of
incorporation may be amended by holders of a majority of our
outstanding common stock entitled to vote thereon, subject to
applicable provisions of the DGCL or applicable stock exchange
rules. We may not issue additional securities that can vote on
amendments to our amended and restated certificate of
incorporation. Our initial stockholders, who will collectively
beneficially own up to 20% of our common stock upon the closing of
this offering (assuming they do not purchase any units in this
offering), will participate in any vote to amend our amended and
restated certificate of incorporation and/or trust agreement and
will have the discretion to vote in any manner they choose. As a
result, we may be able to amend the provisions of our amended and
restated certificate of incorporation which govern our pre-initial
business combination behavior more easily than some other blank
check companies, and this may increase our ability to complete an
initial business combination with which you do not agree. Our
stockholders may pursue remedies against us for any breach of our
amended and restated certificate of incorporation.

Our
sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our initial business combination within 21 months from the closing of this offering
or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered
into with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these
agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject
to applicable law.

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

We have not selected any specific business combination target, but
intend to target businesses larger than we could acquire with the
net proceeds of this offering and the sale of the private placement
warrants. As a result, we may be required to seek additional
financing to complete such proposed initial business combination.
We cannot

49

assure you that such financing will be available on acceptable
terms, if at all. To the extent that additional financing proves to
be unavailable when needed to complete our initial business
combination, we would be compelled to either restructure the
transaction or abandon that particular business combination and
seek an alternative target business candidate. Further, the amount
of additional financing we may be required to obtain could increase
as a result of future growth capital needs for any particular
transaction, the depletion of the available net proceeds in search
of a target business, the obligation to repurchase for cash a
significant number of shares from stockholders who elect redemption
in connection with our initial business combination and/or the
terms of negotiated transactions to purchase shares in connection
with our initial business combination. If we are unable to complete
our initial business combination, our public stockholders may
receive only approximately $10.10 per share plus any pro rata
interest earned on the funds held in the trust account and not
previously released to us to pay our franchise and income taxes on
the liquidation of our trust account and our warrants will expire
worthless. In addition, even if we do not need additional financing
to complete our initial business combination, we may require such
financing to fund the operations or growth of the target business.
The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target
business. None of our officers, directors or stockholders is
required to provide any financing to us in connection with or after
our initial business combination. If we are unable to complete our
initial business combination, our public stockholders may only
receive approximately $10.10 per share on the liquidation of our
trust account, and our warrants will expire worthless. Furthermore,
as described in the risk factor entitled “If third parties
bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by
stockholders may be less than $10.10 per share,” under
certain circumstances our public stockholders may receive less than
$10.10 per share upon the liquidation of the trust account.

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

Upon the closing of this offering, our initial stockholders will
own shares representing 20% of our issued and outstanding shares of
common stock (assuming they do not purchase any units in this
offering). Accordingly, they may exert a substantial influence on
actions requiring a stockholder vote, potentially in a manner that
you do not support, including amendments to our amended and
restated certificate of incorporation and approval of major
corporate transactions. If our initial stockholders purchase any
units in this offering or if our initial stockholders purchase any
additional shares of common stock in the aftermarket or in
privately negotiated transactions, this would increase their
control. Factors that would be considered in making such additional
purchases would include consideration of the current trading price
of our Class A common stock. In addition, our board of directors,
whose members were elected by our initial stockholders, is and will
be divided into three classes, each of which will generally serve
for a term of three years with only one class of directors being
elected in each year. We may not hold an annual meeting of
stockholders to elect new directors prior to the completion of our
business combination, in which case all of the current directors
will continue in office until at least the completion of the
business combination. If there is an annual meeting, as a
consequence of our “staggered” board of directors, only
a minority of the board of directors will be considered for
election and our initial stockholders, because of their ownership
position, will have considerable influence regarding the outcome.
Accordingly, our initial stockholders will continue to exert
control at least until the completion of our business
combination.

Our sponsor paid an
aggregate of $25,000, or approximately $0.006 per founder share,
and, accordingly, you will experience immediate and substantial
dilution from the purchase of our Class B common stock.

The difference between the public offering price per share
(allocating all of the unit purchase price to the Class A common
stock and none to the warrant included in the unit) and the pro
forma net tangible book value per share of our Class A common stock
after this offering constitutes the dilution to you and the other
investors in this offering. Our sponsor acquired the founder shares
at a nominal price, significantly contributing to this dilution.
Upon the closing of this offering, and assuming no value is
ascribed to the warrants included in the units, you and the other
public stockholders will incur an immediate and substantial
dilution of approximately 89.3% (or $8.93 per share, assuming no
exercise of the underwriters’ over-allotment option), the
difference between the pro forma net tangible book value per share
of $1.07 and the initial offering price of $10.00 per unit. In
addition, because of the anti-dilution rights of the founder
shares, any equity or equity-linked securities issued or deemed
issued in connection with our initial business combination would be
disproportionately dilutive to our Class A common stock.

50

Unlike many other
similarly structured blank check companies, our initial
stockholders will receive additional shares of Class A common stock
if we issue shares to consummate an initial business
combination.

The founder shares will automatically convert into Class A common
stock at the time of our initial business combination, or earlier
at the option of the holders, on a one-for-one basis, subject to
adjustment as provided herein. In the case that additional shares
of Class A common stock, or equity-linked securities convertible or
exercisable for Class A common stock, are issued or deemed issued
in excess of the amounts offered in this prospectus and related to
the closing of the initial business combination, the ratio at which
founder shares shall convert into Class A common stock will be
adjusted so that the number of Class A common stock issuable upon
conversion of all founder shares will equal, in the aggregate, on
an as-converted basis, 20% of the total number of all outstanding
shares of common stock upon completion of the initial business
combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the business combination
and any private placement-equivalent warrants issued to our sponsor
or its affiliates upon conversion of loans made to us. This is
different from most other similarly structured blank check
companies in which the initial stockholder will only be issued an
aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination. Additionally, the
aforementioned adjustment will not take into account any shares of
Class A common stock redeemed in connection with the business
combination. Accordingly, the holders of the founder shares could
receive additional shares of Class A common stock even if the
additional shares of Class A common stock, or equity-linked
securities convertible or exercisable for Class A common stock, are
issued or deemed issued solely to replace those shares that were
redeemed in connection with the business combination. The foregoing
may make it more difficult and expensive for us to consummate an
initial business combination.

We may amend the terms
of the warrants in a manner that may be adverse to holders of
public warrants with the approval by the holders of at least 65% of
the then outstanding public warrants. As a result, the exercise
price of your warrants could be increased, the exercise period
could be shortened and the number of shares of our Class A common
stock purchasable upon exercise of a warrant could be decreased,
all without your approval.

Our warrants will be issued
in registered form under a warrant agreement between Continental
Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be
amended without the consent of any holder to cure any ambiguity or
correct any defective provision, but requires the approval by the
holders of at least 65% of the then outstanding public warrants to
make any change that adversely affects the interests of the
registered holders of public warrants. Accordingly, we may amend
the terms of the public warrants in a manner adverse to a holder if
holders of at least 65% of the then outstanding public warrants
approve of such amendment. Although our ability to amend the terms
of the public warrants with the consent of at least 65% of the then
outstanding public warrants is unlimited, examples of such
amendments could be amendments to, among other things, increase the
exercise price of the warrants, convert the warrants into cash or
stock, shorten the exercise period or decrease the number of shares
of our Class A common stock purchasable upon exercise of a
warrant.

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

We have the ability to redeem outstanding warrants at any time
after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the last reported sales
price of our Class A common stock equals or exceeds $24.00 per
share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading
days within a 30 trading-day period ending on the third trading day
prior to the date on which we give proper notice of such redemption
and provided certain other conditions are met. If and when the
warrants become redeemable by us, we may not exercise our
redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or
qualification under applicable state blue sky laws or we are unable
to effect such registration or qualification. We will use our best
efforts to register or qualify such shares of common stock under
the blue sky laws of the state of residence in those states in
which the warrants were offered by us in this offering. Redemption
of the outstanding warrants could force you (i) to exercise your
warrants and pay the exercise price therefor at a time when it may
be disadvantageous for you to do so, (ii) to

51

sell your warrants at the then-current market price when you might
otherwise wish to hold your warrants or (iii) to accept the nominal
redemption price which, at the time the outstanding warrants are
called for redemption, is likely to be substantially less than the
market value of your warrants. None of the private placement
warrants will be redeemable by us so long as they are held by our
sponsor, Chardan or their permitted transferees. If the private
placement warrants are held by holders other than the sponsor,
Chardan or their permitted transferees, the private placement
warrants will be redeemable by us and exercisable by the holders on
the same basis as the warrants included in the units being sold in
this offering.

Our warrants and founder
shares may have an adverse effect on the market price of our Class
A common stock and make it more difficult to effectuate our initial
business combination.

We will be issuing warrants to purchase 15,000,000 shares of our
Class A common stock (or up to 17,250,000 shares of Class A common
stock if the underwriters’ over-allotment option is exercised
in full) as part of the units offered by this prospectus and,
simultaneously with the closing of this offering, we will be
issuing in a private placement warrants to purchase an aggregate of
6,560,000 private placement warrants (or 7,010,000 warrants if the
overallotment option is exercised in full), each exercisable to
purchase one share of our Class A common stock at $11.50 per share,
at a price of $1.00 warrant ($6,560,000 in the aggregate, or
$7,010,000 if the overallotment option is exercised in full). Our
initial stockholders currently own an aggregate of 4,312,500
founder shares. The founder shares are convertible into shares of
Class A common stock on a one-for-one basis, subject to adjustment
as set forth herein. In addition, if our sponsor makes any working
capital loans, up to $1,500,000 of such loans may be converted into
warrants, at the price of $1.00 per warrant at the option of the
lender. Such warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and
exercise period.

To the extent we issue shares of Class A common stock to effectuate
an initial business combination, the potential for the issuance of
a substantial number of additional shares of Class A common stock
upon exercise of these warrants and conversion rights could make us
a less attractive business combination vehicle to a target
business. Any such issuance will increase the number of issued and
outstanding shares of our Class A common stock and reduce the value
of the shares of Class A common stock issued to complete the
initial business combination. Therefore, our warrants and founder
shares may make it more difficult to effectuate an initial business
combination or increase the cost of acquiring the target
business.

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

The determination of the
offering price of our units and the size of this offering is more
arbitrary than the pricing of securities and size of an offering of
an operating company in a particular industry. You may have less
assurance, therefore, that the offering price of our units properly
reflects the value of such units than you would have in a typical
offering of an operating company.

Prior to this offering there has been no public market for any of
our securities. The public offering price of the units and the
terms of the warrants were negotiated between us and the
underwriters. In determining the size of this offering, management
held customary organizational meetings with representatives of the
underwriters, both prior to our inception and thereafter, with
respect to the state of capital markets, generally, and the amount
the underwriters believed they reasonably could raise on our
behalf. Factors considered in determining the size of this
offering, prices and terms of the units, including the Class A
common stock and warrants underlying the units, include:

• the history and prospects of companies whose principal business is
the acquisition of other companies;

• prior offerings of those companies;

• our prospects for acquiring an operating business;

• a review of debt to equity ratios in leveraged transactions;

52

• our capital structure;

• an assessment of our management and their experience in identifying
operating companies;

• general conditions of the securities markets at the time of this
offering; and

• other factors as were deemed relevant.

Although these factors were considered, the determination of our
offering price is more arbitrary than the pricing of securities of
an operating company in a particular industry since we have no
historical operations or financial results.

There is currently no
market for our securities and a market for our securities may not
develop, which would adversely affect the liquidity and price of
our securities.

There is currently no market for our securities. Stockholders
therefore have no access to information about prior market history
on which to base their investment decision. Following this
offering, the price of our securities may vary significantly due to
one or more potential business combinations and general market or
economic conditions. Furthermore, an active trading market for our
securities may never develop or, if developed, it may not be
sustained. You may be unable to sell your securities unless a
market can be established and sustained.

Because we must furnish
our stockholders with target business financial statements, we may
lose the ability to complete an otherwise advantageous initial
business combination with some prospective target
businesses.

The federal proxy rules require that a proxy statement with respect
to a vote on an initial business combination meeting certain
financial significance tests include historical and/or pro forma
financial statement disclosure in periodic reports. We will include
the same financial statement disclosure in connection with our
tender offer documents, whether or not they are required under the
tender offer rules. These financial statements may be required to
be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or
GAAP, or international financial reporting standards as issued by
the International Accounting Standards Board, or IFRS, depending on
the circumstances and the historical financial statements may be
required to be audited in accordance with the standards of the
Public Company Accounting Oversight Board (United States), or
PCAOB. These financial statement requirements may limit the pool of
potential target businesses we may acquire because some targets may
be unable to provide such financial statements in time for us to
disclose such statements in accordance with federal proxy rules and
complete our initial business combination within the prescribed
time frame.

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

We are an “emerging growth company” within the meaning
of the Securities Act, as modified by the JOBS Act, and we may take
advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.
As a result, our stockholders may not have access to certain
information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us
to lose that status earlier, including if the market value of our
Class A common stock held by non-affiliates exceeds $700 million as
of any June 30 before that time, in which case we would no longer
be an emerging growth company as of the following December 31. We
cannot predict whether investors will find our securities less
attractive because we will rely on these exemptions. If some
investors find our securities less attractive as a result of our
reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less
active trading market for our securities and the trading prices of
our securities may be more volatile.

53

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

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

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and
report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 2019. Only in
the event we are deemed to be a large accelerated filer or an
accelerated filer will we be required to comply with the
independent registered public accounting firm attestation
requirement on our internal control over financial reporting.
Further, for as long as we remain an emerging growth company, we
will not be required to comply with the independent registered
public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the
Sarbanes-Oxley Act particularly burdensome on us as compared to
other public companies because a target company with which we seek
to complete our initial business combination may not be in
compliance with the provisions of the Sarbanes-Oxley Act regarding
adequacy of its internal controls. The development of the internal
control of any such entity to achieve compliance with the
Sarbanes-Oxley Act may increase the time and costs necessary to
complete any such business combination.

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

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

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

An investment in this
offering may result in uncertain or adverse U.S. federal income tax
consequences.

An investment in this offering
may result in uncertain U.S. federal income tax consequences. For
instance, because there are no authorities that directly address
instruments similar to the units we are issuing in this offering,
the allocation an investor makes with respect to the purchase price
of a unit between the share of common stock and the one warrant to
purchase common stock included in each unit could be challenged by
the IRS or the courts. Furthermore, the U.S. federal income tax
consequences of a cashless exercise of warrants included in the
units we are issuing in this offering is unclear under current law.
It is also unclear whether the redemption rights with respect to
our shares of common stock suspend the running of a U.S.
holder’s holding period for purposes of determining whether
any gain or loss realized by such holder on the sale or exchange of
common stock is long-term capital gain or loss and for

54

determining whether any
dividend we pay would be considered “qualified
dividends” for federal income tax purposes. See the section
titled “Material U.S. Federal Income Tax
Considerations” for a summary of certain material U.S.
federal income tax consequences of an investment in our securities.
Prospective investors are urged to consult their tax advisors with
respect to these and other tax consequences when purchasing,
holding or disposing of our securities.

Provisions in our
amended and restated certificate of incorporation and Delaware law
may have the effect of discouraging lawsuits against our directors
and officers.

Our amended and restated
certificate of incorporation will require, to the fullest extent
permitted by law, that derivative actions brought in our name,
actions against directors, officers and employees for breach of
fiduciary duty and other similar actions may be brought only in the
Court of Chancery in the State of Delaware and, if brought outside
of Delaware, the stockholder bringing such suit will be deemed to
have consented to service of process on such stockholder’s
counsel. This provision may have the effect of discouraging
lawsuits against our directors and officers.

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

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

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

• rules and regulations regarding currency redemption;

• complex corporate withholding taxes on individuals;

• laws governing the manner in which future business combinations may
be effected;

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

• longer payment cycles and challenges in collecting accounts
receivable;

• tax issues, including but not limited to tax law changes and
variations in tax laws as compared to the United States;

• currency fluctuations and exchange controls;

• rates of inflation;

• cultural and language differences;

• employment regulations;

• crime, strikes, riots, civil disturbances, terrorist attacks,
natural disasters and wars;

• deterioration of political relations with the United States;
and

• government appropriations of assets.

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

55

We may face risks
related to businesses in the financial services industry or
businesses providing technological services to the financial
industry.

Business combinations with businesses in the financial services
industry or businesses providing technological services to the
financial industry may involve special considerations and risks. If
we complete our initial business combination with a businesses in
the financial services industry or businesses providing
technological services to the financial industry, we will be
subject to the following risks, any of which could be detrimental
to us and the business we acquire:

• If the company or business we acquire provides products or services
which relate to the facilitation of financial transactions, such as
funds or securities settlement system, and such product or service
fails or is compromised, we may be subject to claims from both the
firms to whom we provide our products and services and the clients
they serve;

• If we are unable to keep pace with evolving technology and changes
in the financial services industry, our revenues and future
prospects may decline;

• Our ability to provide financial technology products and services
to customers may be reduced or eliminated by regulatory
changes;

• Any business or company we acquire could be vulnerable to
cyberattack or theft of individual identities or personal data;

• Difficulties with any products or services we provide could damage
our reputation and business;

• A failure to comply with privacy regulations could adversely affect
relations with customers and have a negative impact on
business;

• We may not be able to protect our intellectual property and we may
be subject to infringement claims.

Any
of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying
prospective target businesses will not be limited to businesses in the financial services industry or businesses providing technological
services to the financial industry. Accordingly, if we acquire a target business in another industry, these risks will likely
not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business
which we acquire, none of which can be presently ascertained.

56

CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute
“forward-looking statements” for purposes of the
federal securities laws. Our forward-looking statements include,
but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,”
“estimate,” “expect,” “intend,”
“may,” “might,” “plan,”
“possible,” “potential,”
“predict,” “project,” “should,”
“would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this prospectus may include, for example, statements
about:

• our ability to select an appropriate target business or
businesses;

• our ability to complete our initial business combination;

• our expectations around the performance of the prospective target
business or businesses;

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

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

• our potential ability to obtain additional financing to complete
our initial business combination;

• our pool of prospective target businesses;

• the ability of our officers and directors to generate a number of
potential acquisition opportunities;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities;

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

• the trust account not being subject to claims of third parties;
or

• our financial performance following this offering.

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

57

USE OF
PROCEEDS

We are offering 15,000,000 units at an offering price of $10.00 per
unit. We estimate that the net proceeds of this offering together
with the funds we will receive from the sale of the private
placement warrants will be used as set forth in the following
table.

Without Over-Allotment Option | Over-Allotment Option Fully Exercised
Gross proceeds
Gross proceeds from units offered to
public (1) | $ | 150,000,000 | $ | 172,500,000
Gross proceeds from private placement warrants
offered in the private placement | 6,560,000 | 7,010,000
Total gross proceeds | $ | 156,560,000 | $ | 179,510,000
Offering expenses (2)
Underwriting commissions (excluding deferred
portion) (3) | $ | 3,000,000 | $ | 3,225,000
Legal fees and expenses | 250,000 | 250,000
Accounting fees and expenses | 37,500 | 37,500
SEC/FINRA Expenses | 47,852 | 47,852
Travel and road show | 10,000 | 10,000
NYSE listing and filing fees | 85,000 | 85,000
Director and Officer liability insurance
premiums | 75,000 | 75,000
Printing and engraving expenses | 40,000 | 40,000
Miscellaneous | 54,648 | 54,648
Total offering expenses (excluding underwriting
commissions) | $ | 600,000 | $ | 600,000
Proceeds after offering expenses | $ | 152,960,000 | $ | 175,685,000
Held in trust account (3) | $ | 151,500,000 | $ | 174,225,000
% of public offering size | 101 | % | 101 | %
Not held in trust account. | $ | 1,460,000 | $ | 1,460,000

The following table shows the
use of the approximately $ 1,460,000 of net proceeds not held in the trust
account. (4)

Amount | % of
Total
Legal, accounting, advisory, due diligence,
travel, and other expenses in connection with any business
combination | $ | 950,000 | 65.1 | %
Legal and accounting fees related to regulatory
reporting obligations | $ | 100,000 | 6.8%
Payment
for office space, utilities and secretarial and administrative support ($2,000 per month for up to 21 months) | $ | 42,000 | 2.9 | %
Payments to affiliate of President (5) | $ | 278,000 | 19.0 | %
Working capital to cover miscellaneous expenses
(including taxes net of anticipated interest income) | $ | 90,000 | 6.2 | %
Total | $ | 1,460,000 | 100.0 | %

____________

(1) Includes
gross proceeds from this offering of $150,000,000 (or $172,500,000
if the overallotment option is exercised in full) as well as
amounts payable to public stockholders who properly redeem their
shares in connection with our successful completion of our initial
business combination.

(2) A portion of the offering
expenses will be paid from the proceeds of loans from our sponsor
of up to $300,000 as described in this prospectus. As of June 30,
2018, we had drawn $106,225 (of up to $300,000 available to us)
under the amended and restated promissory note with our sponsor and
owed another $32,726 that had been advanced by our Executive
Chairman. Any amounts subsequently incurred will be repaid upon
completion of this offering out of the offering proceeds that have
been allocated for the payment of offering expenses (other than
underwriting commissions). In the event that offering expenses are
more than as set forth in this table, they will be repaid using a
portion of the $1,460,000 of offering proceeds not held in the
trust account and set aside for post-closing working capital
expenses. In the event that offering expenses are less than set
forth in this table, any such amounts will be used for post-closing
working capital expenses.

(3) Includes
2% in the aggregate payable as commissions to the underwriters upon
consummation of this offering and 1% in the aggregate payable to
the underwriters solely on units sold as part of the overallotment
option upon its exercise. The

58

underwriters have agreed to defer underwriting commissions equal to
4.0% of the gross proceeds of this offering. Upon completion of our
initial business combination, $6,000,000, which constitutes the
underwriter’s deferred commissions (or $6,900,000 if the
underwriters’ over-allotment option is exercised in full)
will be paid to the underwriters from the funds held in the trust
account, and the remaining funds, less amounts released to the
trustee to pay redeeming stockholders, will be released to us and
can be used to pay all or a portion of the purchase price of the
business or businesses with which our initial business combination
occurs or for general corporate purposes, including payment of
principal or interest on indebtedness incurred in connection with
our initial business combination, to fund the purchases of other
companies or for working capital. The underwriters will not be
entitled to any interest accrued on the deferred underwriting
discounts and commissions.

(4) These
expenses are estimates only and do not include interest which may
be available to us from the trust account. Our actual expenditures
for some or all of these items may differ from the estimates set
forth herein. For example, we may incur greater legal and
accounting expenses than our current estimates in connection with
negotiating and structuring our initial business combination based
upon the level of complexity of such business combination. In the
event we identify an initial business combination target in a
specific industry subject to specific regulations, we may incur
additional expenses associated with legal due diligence and the
engagement of special legal counsel. In addition, our staffing
needs may vary and as a result, we may engage a number of
consultants to assist with legal and financial due diligence. We do
not anticipate any change in our intended use of proceeds, other
than fluctuations among the current categories of allocated
expenses, which fluctuations, to the extent they exceed current
estimates for any specific category of expenses, would not be
available for our expenses.

(5) Represents the first year of payments to an entity affiliated with
our President as well as a bonus payment of $78,000 upon successful
consummation of this offering.

Of the net proceeds of this
offering and the sale of the private placement warrants,
$151,500,000 (or $174,225,000 if the underwriters’
over-allotment option is exercised in full), including $6,000,000
(or $6,900,000 if the underwriters’ over-allotment option is
exercised in full) of deferred underwriting commissions, will be
placed in a trust account in the United States at J.P. Morgan Chase
Bank, N.A., with Continental Stock Transfer & Trust Company
acting as trustee, and will be invested only in U.S. government
treasury bills with a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act which invest only in direct U.S. government
treasury obligations. We estimate that the interest earned on the
trust account will be approximately $1,950,000 per year, assuming
an interest rate of 1.3% per year; however, we can provide no
assurance regarding this amount. Except with respect to interest
earned on the funds held in the trust account that may be released
to us to pay our franchise and income tax obligations, the proceeds
from this offering and the sale of the private placement warrants
will not be released from the trust account until the earliest to
occur of: (a) the completion of our initial business combination,
(b) the redemption of any public shares properly submitted in
connection with a stockholder vote to amend our amended and
restated certificate of incorporation (A) to modify the substance
or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within 21
months from the closing of this offering or (B) with respect to any
other provision relating to stockholders’ rights or
pre-initial business combination activity, and (c) the redemption
of our public shares if we are unable to complete our initial
business combination within 21 months from the closing of this
offering, subject to applicable law.

The net proceeds held in the trust account may be used as
consideration to pay the sellers of a target business with which we
ultimately complete our initial business combination. If our
initial business combination is paid for using equity or debt
securities, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our
initial business combination, we may apply the balance of the cash
released from the trust account for general corporate purposes,
including for maintenance or expansion of operations of the
post-transaction company, the payment of principal or interest due
on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working
capital. There is no limitation on our ability to raise funds
privately or through loans in connection with our initial business
combination.

We believe that amounts not held in trust will be sufficient to pay
the costs and expenses to which such proceeds are allocated. This
belief is based on the fact that while we may begin preliminary due
diligence of a target business in connection with an indication of
interest, we intend to undertake in-depth due diligence, depending
on the circumstances of the relevant prospective business
combination, only after we have negotiated and signed a letter of
intent or other preliminary agreement that addresses the terms of
an initial business combination. However, if our estimate of the
costs of undertaking in-depth due diligence and negotiating an
initial business combination is less than the actual amount
necessary to do so, we may be required to raise additional capital,
the amount, availability and cost of which is currently
unascertainable. If we are required to seek additional capital, we
could seek such additional capital through loans or additional
investments from our sponsor, members of our management team or
their affiliates, but such persons are not under any obligation to
advance funds to, or invest in, us.

59

Commencing on the date of this prospectus, we have agreed to pay an
entity affiliated with our sponsor a total of $2,000 per month for
office space, utilities and secretarial and administrative support.
Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees.

Prior to the closing of this offering, our sponsor has agreed to
loan us up to $300,000 to be used for a portion of the expenses of
this offering. As of June 30, 2018, we had drawn $106,225 (of up to
$300,000 available to us) under the amended and restated promissory
note with our sponsor and owed another $32,726 that had been
advanced by our Executive Chairman. These loans are non-interest
bearing, unsecured and are due at the earlier of December 31, 2018
or the closing of this offering. The loan will be repaid upon the
closing of this offering out of the offering proceeds not held in
the trust account.

In addition, in order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. If
we complete our initial business combination, we would repay such
loaned amounts out of the proceeds of the trust account released to
us. Otherwise, such loans would be repaid only out of funds held
outside the trust account. In the event that our initial business
combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts
but no proceeds from our trust account would be used to repay such
loaned amounts. Up to $1,500,000 of such loans may be convertible
into warrants, at a price of $1.00 per warrant at the option of the
lender. The warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and
exercise period. The terms of such loans by our officers and
directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to
seek loans from parties other than our sponsor or an affiliate of
our sponsor as we do not believe third parties will be willing to
loan such funds and provide a waiver against any and all rights to
seek access to funds in our trust account.

If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
sponsor, initial stockholders, directors, officers, advisors or
their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either
prior to or following the completion of our initial business
combination. There is no limit on the number of shares our initial
stockholders, directors, officers, advisors or their affiliates may
purchase in such transactions, subject to compliance with
applicable law and NYSE rules. However, they have no current
commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such
transactions. If they engage in such transactions, they will not
make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such
purchases are prohibited by Regulation M under the Exchange Act. We
do not currently anticipate that such purchases, if any, would
constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the
going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply
with such rules. Any such purchases will be reported pursuant to
Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements. None of the
funds held in the trust account will be used to purchase shares or
public warrants in such transactions prior to completion of our
initial business combination. See “Proposed Business —
Permitted purchases of our securities” for a description of
how our sponsor, initial stockholders, directors, officers,
advisors or any of their affiliates will select which stockholders
to purchase securities from in any private transaction.

The purpose of any such purchases of shares could be to vote such
shares in favor of the initial business combination and thereby
increase the likelihood of obtaining stockholder approval of the
initial business combination or to satisfy a closing condition in
an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial
business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public
warrants could be to reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to
the warrantholders for approval in connection with our initial
business combination. Any such purchases of our securities may
result in the completion of our initial business combination that
may not otherwise have been possible. In addition, if such
purchases are made, the public “float” of our shares of
Class A common stock or warrants may be reduced and the number of
beneficial holders of our securities may be reduced, which may make
it difficult to maintain or obtain the quotation, listing or
trading of our securities on a national securities exchange.

60

We may not redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 upon
consummation of our initial business combination and after payment
of underwriters’ fees and commissions (so that we are not
subject to the SEC’s “penny stock” rules) and the
agreement for our initial business combination may require as a
closing condition that we have a minimum net worth or a certain
amount of cash. If too many public stockholders exercise their
redemption rights so that we cannot satisfy the net tangible asset
requirement or any net worth or cash requirements, we would not
proceed with the redemption of our public shares or the initial
business combination, and instead may search for an alternate
business combination.

A public stockholder will be entitled to receive funds from the
trust account only upon the earliest to occur of: (i) our
completion of an initial business combination, (ii) the redemption
of any public shares properly submitted in connection with a
stockholder vote to amend our amended and restated certificate of
incorporation (A) to modify the substance or timing of our
obligation to redeem 100% of our public shares if we do not
complete our initial business combination within 21 months from the
closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business
combination activity, and (iii) the redemption of our public shares
if we are unable to complete our initial business combination
within 21 months following the closing of this offering, subject to
applicable law and as further described herein and any limitations
(including but not limited to cash requirements) created by the
terms of the proposed initial business combination. In no other
circumstances will a public stockholder have any right or interest
of any kind to or in the trust account.

Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our
initial business combination. In addition, our initial stockholders
have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares held by them
if we fail to complete our initial business combination within the
prescribed time frame. However, if our sponsor or any of our
officers, directors or affiliates acquires public shares in or
after this offering, they will be entitled to liquidating
distributions from the trust account with respect to such public
shares if we fail to complete our initial business combination
within the prescribed time frame.

61

DIVIDEND
POLICY

We have not paid any cash dividends on our common stock to date and
do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the
future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to
completion of our initial business combination. If we increase or
decrease the size of the offering we will effect a stock dividend
or a share contribution back to capital or other appropriate
mechanism, as applicable, with respect to our Class B common stock
immediately prior to the consummation of the offering in such
amount as to maintain the ownership of our initial stockholders at
20.0% of the issued and outstanding shares of our common stock upon
the consummation of this offering. Further, if we incur any
indebtedness in connection with our initial business combination,
our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.

62

DILUTION

The difference between the public offering price per share of Class
A common stock, assuming no value is attributed to the warrants
included in the units we are offering pursuant to this prospectus
or the private placement warrants, and the pro forma net tangible
book value per share of our Class A common stock after this
offering constitutes the dilution to investors in this offering.
Such calculation does not reflect any dilution associated with the
sale and exercise of warrants, including the private placement
warrants, which would cause the actual dilution to the public
stockholders to be higher, particularly where a cashless exercise
is utilized. Net tangible book value per share is determined by
dividing our net tangible book value, which is our total tangible
assets less total liabilities (including the value of Class A
common stock which may be redeemed for cash), by the number of
outstanding shares of our Class A common stock.

At June 30, 2018, our net tangible book deficit was ($129,285), or
approximately ($0.03) per share of Cla ss B common stock. After giving
effect to the sale of 15,000,000 shares of Class A common stock
included in the units we are offering by this prospectus (or
17,250,000 shares of Class A common stock if the
underwriters’ over-allotment option is exercised in full),
the sale of the private placement warrants and the deduction of
underwriting commissions and estimated expenses of this offering,
our pro forma net tangible book value at June 30, 2018 would have
been $5,000,004, or approximately $1.07 per share (or $0.94 per
share if the underwriters’ over-allotment option is exercised
in full), representing an immediate increase in net tangible book
value (as decreased by the value of the approximately 14,057,584
shares of Class A common stock that may be redeemed for cash, or
16,223,426 shares of Class A common stock if the
underwriters’ over-allotment option is exercised in full) of
$1.10 per share (or $0.97 per share if the underwriters’
over-allotment option is exercised in full) to our initial
stockholders as of the date of this prospectus and an immediate
dilution of $10.00 per share or 100% to our public stockholders not
exercising their redemption rights. Total dilution to public
stockholders from this offering will be $8.93 per share (or $9.06
if the underwriters’ over-allotment option is exercised in
full).

The following table illustrates the dilution to the public
stockholders on a per-share basis, assuming no value is attributed
to the warrants included in the units or the private placement
warrants:

No ex e r cise of o v e r -allotment option | E x e r cise
of o v e r -allotment option in full
Pu b lic o f fering price | $ | 10.00 | $ | 10.00
Net tangi b le book v a lue be f o r e this o f fering | $ | (0.03 | ) | $ | (0.03 | )
Inc r ease a ttri b ut a b le to pu b lic stockholders and
s a le of the
pr i v a te placement w ar r ants | $ | 1.10 | $ | 0.97
P ro f o r ma net tangi b le book v a lue after this o f fering | $ | 1.07 | $ | 0.94
Dilution to pu b lic stockholders | $ | 8.93 | $ | 9.06
P e r cent a ge of dilution to pu b lic stockholders | 89.3 | % | 90.6 | %

F or purposes of
p r esent a tion, w e h a v e r educed our p r o f o r ma net tangi b le book v a lue after this o f fering (assuming no ex e r cise of the underwriters’ o v e r - a llotment option) b y $ 141,981,600 because holders of up
to a pp r o xim a t e l y 93.7% of our pu b lic sha r es m a y r edeem their sha r es f or a p r o r a ta sha r e of the a gg r eg a te amount then on deposit in the
trust account a t a per
sha r e r edemption price equ a l to the amount in the trust
account as set f orth in
our tender o f fer or
p r o xy m a teri a ls (initi a l l y anticip a ted to be the a gg r eg a te amount h e ld in trust t w o d a ys prior to the commencement of
our tender o f fer or
stockholders meeting, including inte r est earned on the funds
h e ld in the trust
account and not p re vious l y re leased to us to p a y our f r anchise and income ta x es), d i vided b y the n umber of sha r es of Class A common stock sold
in this o f fering.

63

The following table sets forth information with respect to our
initial stockholders and the public stockholders:

Sha r es
Pu r chased | T otal
Conside r ation | A v e r age Price P er
Number | Percentage | Amount | Percentage | Sha r e
Initi a l Stockholders (1) | 3,750,000 | 20.0 | % | $ | 25,000 | 0.017 | % | $ | 0.007
Pu b lic Stockholders | 15,000,000 | 80.0 | % | 150,000,000 | 99.983 | % | $ | 10.000
18,750,000 | 100.0 | % | $ | 150,025,000 | 100.000 | %

____________

(1) Assumes
no exercise of the underwriters’ over-allotment option and
the corresponding forfeiture of an aggregate of 562,500 shares of
Class B common stock held by our initial stockholders.

The pro forma net tangible book value per share after the offering
is calculated as follows:

Without O v e r -allotment | With O v e r -allotment
Numerator:
Net tangible book deficit before this
offering | (129,285 | ) | (129,285 | )
Net proceeds from this offering and sale of the
private placement warrants, net of expenses (1) | 152,960,000 | 175,685,000
Plus: Offering costs paid in advance, excluded
from tangible book value | 150,889 | 150,889
Less: Deferred underwriting
commissions | (6,000,000 | ) | (6,900,000 | )
Less: Proceeds held in trust subject to
redemption to maintain net tangible assets of
$5,000,001 (2) | (141,981,600 | ) | (163,806,600 | )
5,000,004 | 5,000,004
Without O v e r -allotment | With O v e r -allotment
Denominator:
Shares of Class B common stock outstanding prior
to this offering | 4,312,500 | 4,312,500
Less: Shares of Class B common stock forfeited
if over-allotment is not exercised | (562,500) | —
Shares of Class A common stock included in the
units offered | 15,000,000 | 17,250,000
Less: Shares subject to redemption | (14,057,584 | ) | (16,218,475 | )
4,692,416 | 5,344,025

____________

(1) Expenses applied against gross proceeds include offering expenses
of $600,000 and underwriting commissions of $3,000,000 (excluding
deferred underwriting fees). See “Use of Proceeds.”

(2) If we
seek stockholder approval of our initial business combination and
we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
sponsor, initial stockholders, directors, executive officers,
advisors or their affiliates may purchase shares or public warrants
in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business
combination. In the event of any such purchases of our shares prior
to the completion of our initial business combination, the number
of shares of Class A common stock subject to redemption will be
reduced by the amount of any such purchases, increasing the pro
forma net tangible book value per share. See “Proposed
Business — Effecting Our Initial Business Combination —
Permitted Purchases of Our Securities.”

64

CAPITALIZATION

The following table sets forth our capitalization at June 30, 2018,
and as adjusted to give effect to the sale of our units in this
offering and the sale of the private placement warrants and the
application of the estimated net proceeds derived from the sale of
such securities, assuming no exercise by the underwriters of its
over-allotment option:

June
30, 2018
Actual | As
Adjusted
Notes payable to re l a ted party (1) | $ | 138,951 | $ | —
Defer r ed underwriting
commissions | —
Class A common stock, $0.0001 par v a lu e , 100,000,000 sha r es authori z ed; -0- and 14,057,584 shares are
subject to possible redemption, r espect ive l y (2) | — | 6,000,000
P r efer r ed stock, $0.0001 par v a lu e , 1,000,000 sha r es authori z ed; none issued and outstanding,
actu a l and as
adjusted | — | 141,981,600
Class A common stock, $0.0001 par value,
100,000,000 shares authorized; -0- and 942,416 shares issued and outstanding (excluding -0-
and 14,057,584 shares subject to possible redemption), actual and as
adjusted, respectively (3) | 94
Class B common stock, $0.0001 par v a lu e , 10,000,000 sha r es authori z ed, 4,312,500 and 3,750,000
sha r es issued and
outstanding, actu a l
and as adjusted, r espect ive l y | 431 | 375
A d dition a l paid-in c a pit a l | 24,569 | 5,002,931
Accu m ul a ted de f icit | (3,396 | ) | (3,396 | )
Total stockholders’ equity | $ | 21,604 | $ | 5,000,004
Total capitalization | $ | 160,555 | $ | 152,981,604

____________

(1) Our
sponsor has agreed to loan us up to $300,000 to be used for a
portion of the expenses of this offering. The “as
adjusted” information gives effect to the repayment of any
loans made under this note out of the proceeds from this offering
and the sale of the private placement warrants. As of June 30,
2018, we had drawn $106,225 under the amended and restated
promissory note with our sponsor and owed another $32,726 that had
been advanced by our Executive Chairman.

(2) Upon the
completion of our initial business combination, we will provide our
stockholders with the opportunity to redeem their public shares for
cash equal to their pro rata share of the aggregate amount then on
deposit in the trust account as of two business days prior to the
consummation of the initial business combination including interest
earned on the funds held in the trust account and not previously
released to us to pay our franchise and income taxes, subject to
the limitations described herein whereby our net tangible assets
will be maintained at a minimum of $5,000,001 and any limitations
(including, but not limited to, cash requirements) created by the
terms of the proposed initial business combination.

(3) Actual
share amount is prior to any forfeiture of founder shares by our
sponsor and as adjusted amount assumes no exercise of the
underwriters’ over-allotment option.

65

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a blank check company incorporated as a Delaware corporation
and formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. We have
not selected any specific business combination target and we have
not, nor has anyone on our behalf, initiated any substantive
discussions, directly or indirectly, with any business combination
target. We intend to effectuate our initial business combination
using cash from the proceeds of this offering, the private
placement of the private placement warrants, the proceeds of the
sale of our shares in connection with our initial business
combination, shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, or a
combination of the foregoing.

The issuance of additional shares in connection with an initial
business combination to the owners of the target or other
investors:

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

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

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

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

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

Similarly, if we issue debt securities or otherwise incur
significant debt to bank or other lenders or the owners of a
target, it could result in:

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

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

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

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

• our inability to pay dividends on our common stock;

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

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

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

66

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

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

As indicated in the accompanying financial statements, at June 30,
2018, we had $11,591 in cash and deferred offering costs of
$150,889. Further, we expect to continue to incur significant costs
in the pursuit of our initial business combination plans. We cannot
assure you that our plans to raise capital or to complete our
initial business combination will be successful.

Results of Operations
and Known Trends or Future Events

We have neither engaged in any operations nor generated any
revenues to date. Our only activities since inception have been
organizational activities and those necessary to prepare for this
offering. Following this offering, we will not generate any
operating revenues until after completion of our initial business
combination. We will generate non-operating income in the form of
interest income on cash and cash equivalents after this offering.
There has been no significant change in our financial or trading
position and no material adverse change has occurred since the date
of our audited financial statements. After this offering, we expect
to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing
compliance), as well as expenses as we conduct due diligence on
prospective business combination candidates. We expect our expenses
to increase substantially after the closing of this offering.

Liquidity and Capital
Resources

Our liquidity needs have been satisfied prior to the completion of
this offering through a capital contribution from our sponsor of
$25,000 for the founder shares and up to $300,000 in loans
available from our sponsor under an unsecured amended and restated
promissory note. We estimate that the net proceeds from (i) the
sale of the units in this offering, after deducting offering
expenses of approximately $600,000, underwriting commissions of
$3,000,000 (or $3,225,000 if the overallotment option is exercised
in full), excluding deferred underwriting commissions of $6,000,000
(or $6,900,000 if the underwriters’ over-allotment option is
exercised in full), and (ii) the sale of the private placement
warrants for a purchase price of $6,560,000 (or $7,010,000 if the
overallotment option is exercised in full), will be $152,960,000
(or $175,685,000 if the underwriters’ over-allotment option
is exercised in full). Of this amount, $151,500,000 (or
$174,225,000 if the underwriters’ over-allotment option is
exercised in full) will be held in the trust account, which
includes $6,000,000 (or $6,900,000 if the underwriters’
over-allotment option is exercised in full) of deferred
underwriting commissions. The proceeds held in the trust account
will be invested only in U.S. government treasury obligations with
a maturity of 180 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act
which invest only in direct U.S. government treasury obligations.
The remaining approximately $1,460,000 will not be held in the
trust account. In the event that our offering expenses exceed our
estimate of $600,000, we may fund such excess with funds not to be
held in the trust account. In such case, the amount of funds we
intend to be held outside the trust account would decrease by a
corresponding amount. Conversely, in the event that the offering
expenses are less than our estimate of $600,000, the amount of
funds we intend to be held outside the trust account would increase
by a corresponding amount.

We intend to use substantially all of the funds held in the trust
account, including any amounts representing interest earned on the
trust account (less deferred underwriting commissions) to complete
our initial business combination. We may withdraw interest to pay
franchise and income taxes. We estimate our annual franchise tax
obligations, based on the number of shares of our common stock
authorized and outstanding after the completion of this offering,
to be $200,000, which is the maximum amount of annual franchise
taxes payable by us as a Delaware corporation per annum, which we
may pay from funds from this offering held outside of the trust
account or from interest earned on the funds held in our trust
account and released to us for this purpose. Our annual income tax
obligations will depend on the amount of interest and other income
earned on the amounts held in the trust account. We expect the
interest earned on the amount in the trust account will be
sufficient to pay our income taxes. To the extent that our capital
stock or debt is used, in whole or in part, as consideration to
complete our initial business combination, the remaining proceeds
held in the trust account will be used as working capital to
finance the operations of the target business or businesses, make
other acquisitions and pursue our growth strategies.

67

Prior to the completion of our initial business combination, we
will have available to us the approximately $1,460,000 of proceeds
held outside the trust account. We will use these funds to identify
and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or
their representatives or owners, review corporate documents and
material agreements of prospective target businesses, and
structure, negotiate and complete an initial business
combination.

In order to fund working capital deficiencies or finance
transaction costs in connection with an intended initial business
combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may, but are not obligated to, loan
us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts. In the event that
our initial business combination does not close, we may use a
portion of the working capital held outside the trust account to
repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $1,500,000 of such loans
may be convertible into warrants, at a price of $1.00 per warrant
at the option of the lender. The warrants would be identical to the
private placement warrants, including as to exercise price,
exercisability and exercise period. The terms of such loans by our
officers and directors, if any, have not been determined and no
written agreements exist with respect to such loans. We do not
expect to seek loans from parties other than our sponsor or an
affiliate of our sponsor as we do not believe third parties will be
willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our trust account.

We
expect our primary liquidity requirements during that period to include approximately $950,000 for legal, accounting, advisory,
due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations;
$100,000 for legal and accounting fees related to regulatory reporting requirements; $42,000 for office space, utilities and secretarial
and administrative support, $200,000 for payments to an affiliate of our President in our first year; a $78,000 bonus payment
to our President upon completion of this offering; and approximately $90,000 for working capital that will be used for miscellaneous
expenses and reserves (including taxes net of anticipated interest income).

These amounts are estimates and may differ materially from our
actual expenses. In addition, we could use a portion of the funds
not being placed in trust to pay commitment fees for financing,
fees to consultants to assist us with our search for a target
business or as a down payment or to fund a “no-shop”
provision (a provision designed to keep target businesses from
“shopping” around for transactions with other companies
on terms more favorable to such target businesses) with respect to
a particular proposed initial business combination, although we do
not have any current intention to do so. If we entered into an
agreement where we paid for the right to receive exclusivity from a
target business, the amount that would be used as a down payment or
to fund a “no-shop” provision would be determined based
on the terms of the specific business combination and the amount of
our available funds at the time. Our forfeiture of such funds
(whether as a result of our breach or otherwise) could result in
our not having sufficient funds to continue searching for, or
conducting due diligence with respect to, prospective target
businesses.

We do not believe we will need to raise additional funds following
this offering in order to meet the expenditures required for
operating our business. However, if our estimates of the costs of
identifying a target business, undertaking in-depth due diligence
and negotiating an initial business combination are less than the
actual amount necessary to do so, we may have insufficient funds
available to operate our business prior to our initial business
combination. Moreover, we may need to obtain additional financing
either to complete our initial business combination or because we
become obligated to redeem a significant number of our public
shares upon completion of our initial business combination, in
which case we may issue additional securities or incur debt in
connection with such business combination. In addition, we intend
to acquire a company with an enterprise value significantly above
the net proceeds of this offering and the sale of the private
placement warrants. Depending on the size of the transaction we may
potentially utilize several additional financing sources, including
but not limited to the issuance of additional securities to the
sellers of a target business, debt issued to bank or other lenders
or the owners of the target, a private placement to raise
additional funds, or a combination of the foregoing. If we are
unable to complete our initial business combination because we do
not have sufficient funds available to us, we will be forced to
cease operations and liquidate the trust account. In addition,
following our initial business combination, if cash on hand is
insufficient, we may need to obtain additional financing in order
to meet our obligations and working capital needs.

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Controls and
Procedures

We are not currently required to maintain an effective system of
internal controls as defined by Section 404 of the Sarbanes-Oxley
Act. We will be required to comply with the internal control
requirements of the Sarbanes-Oxley Act for the fiscal year ending
December 31, 2019. Only in the event that we are deemed to be a
large accelerated filer or an accelerated filer would we be
required to comply with the independent registered public
accounting firm attestation requirement. Further, for as long as we
remain an emerging growth company as defined in the JO BS A ct, we intend
to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not
being required to comply with the independent registered public
accounting firm attestation requirement.

Prior to the closing of this offering, we have not completed an
assessment, nor has our independent registered public accounting
firm tested our systems, of internal controls. We expect to assess
the internal controls of our target business or businesses prior to
the completion of our initial business combination and, if
necessary, to implement and test additional controls as we may
determine are necessary in order to state that we maintain an
effective system of internal controls. A target business may not be
in compliance with the provisions of the Sarbanes-Oxley Act
regarding the adequacy of internal controls. Many small and
mid-sized target businesses we may consider for our initial
business combination may have internal controls that need
improvement in areas such as:

• staffing for financial, accounting and external reporting areas,
including segregation of duties;

• reconciliation of accounts;

• proper recording of expenses and liabilities in the period to which
they relate;

• evidence of internal review and approval of accounting
transactions;

• documentation of processes, assumptions and conclusions underlying
significant estimates; and

• documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps
outside resources to determine what internal control improvements
are necessary for us to meet regulatory requirements and market
expectations for our operation of a target business, we may incur
significant expense in meeting our public reporting
responsibilities, particularly in the areas of designing,
enhancing, or remediating internal and disclosure controls. Doing
so effectively may also take longer than we expect, thus increasing
our exposure to financial fraud or erroneous financing
reporting.

Once our management’s report on internal controls is
complete, we will retain our independent registered public
accounting firm to audit and render an opinion on such report when
required by Section 404 of the Sarbanes-Oxley Act. The independent
registered public accounting firm may identify additional issues
concerning a target business’s internal controls while
performing their audit of internal control over financial
reporting.

Quantitative and
Qualitative Disclosures about Market Risk

The net proceeds of this offering and the sale of the private
placement warrants held in the trust account will be invested in
U.S. government treasury bills with a maturity of 180 days or less
or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act which invest only in direct U.S.
government treasury obligations. Due to the short-term nature of
these investments, we believe there will be no associated material
exposure to interest rate risk.

Related Party
Transactions

In November 2017, our sponsor purchased 4,312,500 founder shares
for an aggregate purchase price of $25,000, or approximately $0.006
per share. The number of founder shares issued was determined based
on the expectation that such founder shares would represent 20% of
the outstanding shares upon completion of this offering. The per
share purchase price of the founder shares was determined by
dividing the amount of cash

69

contributed to the company by the aggregate number of founder
shares issued. If we increase or decrease the size of the offering
we will effect a stock dividend or a share contribution back to
capital or other appropriate mechanism, as applicable, with respect
to our Class B common stock immediately prior to the consummation
of the offering in such amount as to maintain the ownership of our
initial stockholders at 20.0% of the issued and outstanding shares
of our common stock upon the consummation of this offering.

Commencing on the date of this prospectus, we have agreed to pay an
entity affiliated with our sponsor a total of $2,000 per month for
office space, utilities and secretarial and administrative support.
Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees.

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

Prior to the consummation of
this offering, our sponsor has agreed to loan us up to $300,000 to
be used for a portion of the expenses of this offering. These loans
are non-interest bearing, unsecured and are due at the earlier of
December 31, 2018 or the closing of this offering. The loan will be
repaid upon the closing of this offering out of the offering
proceeds that have been allocated to the payment of offering
expenses (other than underwriting commissions).

We will pay an entity affiliated with our President a fee of
approximately $16,667 per month following the consummation of this
offering until the earlier of the consummation of our initial
business combination or our liquidation as well as a bonus of
$78,000 upon successful completion of this offering.

Our executive offices are provided to us by our sponsor at no
charge to us up to the closing of this offering.

In addition, in order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. If
we complete our initial business combination, we would repay such
loaned amounts. In the event that our initial business combination
does not close, we may use a portion of the working capital held
outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants, at
a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period.
The terms of such loans by our officers and directors, if any, have
not been determined and no written agreements exist with respect to
such loans. We do not expect to seek loans from parties other than
our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a
waiver against any and all rights to seek access to funds in our
trust account.

Our sponsor and Chardan have agreed to purchase an aggregate of
6,560,000 private placement warrants (or 7,010,000 private
placement warrants if the overallotment option is exercised in
full) at a price of $1.00 per warrant ($6,560,000 in the aggregate
or $7,010,000 if the overallotment is exercised in full) in a
private placement that will close simultaneously with the closing
of this offering. 5,810,000 private placement warrants will be
purchased by our sponsor (6,260,000 if the overallotment is
exercised in full) and 750,000 private placement warrants will be
purchased by Chardan (regardless of whether the overallotment
option is exercised). Our sponsor and Chardan will be permitted to
transfer the private placement warrants held by them to certain
permitted transferees, including our and Chardan’s officers
and directors and other persons or entities affiliated with or
related to them, but the transferees receiving such securities will
be subject to the same agreements with respect to such securities
as the sponsor. Otherwise, these warrants will not, subject to
certain limited exceptions, be transferable or salable until 30
days after the completion of our initial business combination. The
private placement warrants will be non-redeemable so long as they
are held by our sponsor, Chardan or their permitted transferees.
The private placement warrants may also be exercised by the
sponsor, Chardan and their permitted transferees for cash or on a
cashless basis. In addition, for as long as the private placement
warrants are held by Chardan or its designees or affiliates, they
may not be exercised

70

after five years from the effective date of the registration
statement of which this prospectus forms a part. Otherwise, the
private placement warrants have terms and provisions that are
identical to those of the warrants being sold as part of the units
in this offering, including as to exercise price, exercisability
and exercise period.

The holders of the founder shares, private placement warrants and
warrants that may be issued upon conversion of working capital
loans will have registration rights to require us to register a
sale of any of our securities held by them pursuant to a
registration rights agreement to be signed prior to or on the
effective date of this offering. These holders will be entitled to
make up to three demands, excluding short form registration
demands, that we register such securities for sale under the
Securities Act. In addition, these holders will have
“piggy-back” registration rights to include their
securities in other registration statements filed by us. However,
the registration rights agreement provides that we will not permit
any registration statement filed under the Securities Act to become
effective until termination of the applicable lock-up period, which
is described above under “— Transfers of Founder Shares
and Private Placement Warrants.” Notwithstanding the
foregoing, pursuant to FINRA Rule 5110 Chardan may not exercise its
demand and “piggyback” registration rights after five
(5) and seven (7) years, respectively, after the effective date of
the registration statement of which this prospectus forms a part
and may not exercise its demand rights on more than one occasion.
We will bear the expenses incurred in connection with the filing of
any such registration statements.

Off-Balance Sheet
Arrangements; Commitments and Contractual Obligations; Quarterly
Results

As of June 30, 2018, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K and did not have any commitments or contractual obligations. No
unaudited quarterly operating data is included in this prospectus,
as we have conducted no operations to date.

JOBS Act

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

Additionally, we are in the process of evaluating the benefits of
relying on the other reduced reporting requirements provided by the
JOBS Act. Subject to certain conditions set forth in the JOBS Act,
if, as an “emerging growth company”, we choose to rely
on such exemptions we may not be required to, among other things,
(i )
pr ovide an independent registered public accounting
firm’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404, (ii) provide all
of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and
Consumer Protection Act, (iii) comply with any requirement that may
be adopted by the PCAOB regarding mandatory audit firm rotation or
a supplement to the report of independent registered public
accounting firm providing additional information about the audit
and the financial statements (auditor discussion and analysis), and
(iv) disclose certain executive compensation related items such as
the correlation between executive compensation and performance and
comparisons of the CEO’s compensation to median employee
compensation. These exemptions will apply for a period of five
years following the completion of this offering or until we are no
longer an “emerging growth company,” whichever is
earlier.

71

PROPOSED
BUSINESS

Overview

We are a newly organized blank check company formed as a Delaware
corporation for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses, which we
refer to throughout this prospectus as our initial business
combination. We have not selected any specific business combination
target and we have not, nor has anyone on our behalf, initiated any
substantive discussions, directly or indirectly, with any business
combination target. While we may pursue an initial business
combination target in any stage of its corporate evolution, we
intend to focus our search on companies in the financial services
industry or businesses providing technological services to the
financial industry, commonly known as fintech businesses.

We intend to employ a
pro-active acquisition strategy focused on identifying potential
business combination targets within both the fintech and financial
services industries that are fundamentally sound, but where we
believe we can be a catalyst to accelerating growth. Our
acquisition strategy will seek to capitalize on the significant
financial services, financial technology, banking, M&A,
operational expertise, and contacts of both our management team and
our board. Our management team’s ability to add value from
both an operating and a financing perspective has been a key driver
of past performance and we believe will continue to be central to
its differentiated acquisition strategy. We believe that the long
track record of our Executive Chairman nominee in leading publicly
traded companies that have outperformed the market at 3, 5, 10, and
15 year benchmarks, as well as the track records of the other
members of our management team, will be a key differentiator for
potential combination targets. We also believe that the past
experiences of our management team and board in successfully
building and scaling multiple business that grew into multi-billion
dollar companies is another key differentiator that will be viewed
favorably by potential business combination targets. We believe
that our management team is a unique combination of investors and
executive operators that is well positioned to identify acquisition
opportunities through their relationships in the fintech, financial
services, and banking industries, with private equity and venture
capital firms, with management teams in the fintech, financial
services, and banking industries, and with investment bankers who
we believe are likely to provide us with potential combination
targets.

We believe the financial
services industry has experienced significant amount of change over
the last several years as new companies providing technology,
software, and digital platforms have entered the market. According
to a report by KPMG, there was over $31 billion invested in fintech
companies in 2017 alone. Fintech companies exist across many
industries within financial services, including banking technology,
payment and financial transaction processing, capital markets,
wealth management, insurance, and financial management
systems.

We believe that fintech companies have proven to be successful with
multiple business models and strategic objectives. The objective of
fintech companies can range from improving the efficiency of
traditional financial services companies, to introducing new
products and creating new markets, to those focused on disrupting
traditional financial services companies with competitive
products.

Our management team believes
the financial services industry is evolving at a rapid pace due to
the entrance of technology focused service providers, and we
believe that there are attractive opportunities to acquire and
merge with either rapidly growing fintech companies, or traditional
financial services companies that are at a strategic inflection
point. Among the fintech businesses, we are intent on identifying
companies with disruptive technology that has allowed them to grow
quickly and that we believe are positioned to sustain a robust
growth trajectory through the addition of new capital, access to
public markets, operational or strategic expertise. Among the
traditional financial services companies, we are seeking
combination targets that have new or evolving opportunities to
respond to changes in the market place through the addition of new
capital, access to public markets, operational or strategic
expertise.

Competitive
Strengths

We believe that our management team is well positioned to
consummate an initial business combination due to its combination
of operating and investing expertise. We believe that the most
likely business combination targets will be those companies at a
strategic inflection point, for example, rapidly growing companies
stepping out from the control of private equity or venture capital
owners, family owned businesses seeking some liquidity, or business
units being carved out from conglomerates. In these scenarios, and
others, we believe the experience our team brings in successfully
scaling companies, especially those in the public markets, will be
looked upon favorably by both the target company as well as public
shareholders.

72

Specifically, we believe our competitive strengths to be the
following:

• Public Company Operating
Expertise — Our Executive Chairman, Mr. Sidhu, has a
24 year track record of significant market outperformance as chief
executive officer of public companies, with average annual returns
of greater than 18%. Our collective management team with over 47
cumulative years of experience as either chief executive officers
or directors of publicly traded companies, have the ability to
shepherd targets through the “going public” process,
and to navigate the ongoing challenges of operating as a public
company. We anticipate that one or more members of our management
team or board, would remain on the board of the company post
business combination.

• Experience Scaling
Companies — The majority of the potential acquisition
targets we evaluate will be sub-billion dollar companies. Given the
challenges involved in scaling small and medium sized companies
into billion dollar companies, we believe the fact that multiple
members of our management team have experience growing and
scaling companies into multi-billion dollar enterprises will be
looked at positively by the management of the target company, as
well as the sellers, who will likely retain meaningful ownership
post business combination. Specifically, as chief executive
officer, Jay Sidhu grew Sovereign Bank from a market cap of
approximately $20 million to $12 billion. Again as chief executive
officer, Mr. Sidhu grew Customers Bank from troubled bank with
minimal equity value into a $10 billion dollar bank with a $1
billion market cap. Chad Hurley, co-founded YouTube which he
sold to Google for $1.65 billion, and remained as chief executive
officer growing the company into one of the most visited websites
in the world. Additionally, as President at Thomson Reuters, Eric
Frank led the integration of Thomson Financial and Reuters Research
& Asset Management, and was responsible for running the
combined business which consisted of over $2.3 billion in annual
revenues.

• Expertise in Regulated
Industries — Many of the potential acquisition targets
we consider may operate within a closely regulated industry. We
believe that the expertise within our management team around
closely regulated financial industries will be advantageous when
evaluating certain acquisition targets. Raj Date, a Director
nominee, previously served as Deputy Director of the Consumer
Financial Protection Bureau, and on the senior staff committee of
the Financial Stability Oversight Council and as a statutory deputy
to the FDIC Board. Additionally, Jay Sidhu, our Executive Chairman
nominee, has over 25 years of experience leading companies that
operate within closely regulated financial industries.

• Broad Sector Focused
Expertise — Our management team brings deep expertise
in a wide range of sub-sectors within our target industries. We
believe that our diverse range of expertise increases our chances
of identifying a business combination target where we have the
expertise to appropriately diligence the investment and to provide
value post business combination. Specifically, members of our
management team have experience operating, investing or serving on
boards of companies in the following sub-sectors: payment
processing, loyalty/rewards, mobile payments, banking, lending,
alternative lending, bank technology, regulatory technology,
compliance management, risk management, financial data &
analytics and blockchain.

• Investment
Expertise — Our management team has extensive
experience in identifying, evaluating, structuring, acquiring, and
investing in privately held companies. Collectively, the members of
our management team alone have been involved with or led over 50+
acquisitions.

• Extensive Deal Sourcing
Network — We also believe that our management team,
along with our board, is well positioned to source acquisition
opportunities through proprietary relationships with the founders,
C-suite executives and board members of banking, financial services
and fintech companies, relationships with private equity and
venture capital firms, and through investment bankers who we
believe are likely to provide us with potential combination
targets.

• Flexible
Structure — With a public market for our common stock
and $150 million in trust, we have flexibility to be able to offer
a target business a variety of options in structuring a transaction
and funding future growth. Flexibility in using our capital stock,
debt, cash or a mixture of the foregoing, allows us to work with a
target company to accommodate their needs.

• Public Company
Status — We believe our status as a public company
will make us an attractive transaction partner to prospective
target businesses. As a public company, we believe the target
business

73

would benefit from greater access to capital to fund future growth
initiatives, further means of creating incentive and compensation
plans for management that are closely aligned with
shareholder’s interests, and increased recognition and
awareness potentially benefitting sales and recruiting.

Business
Strategy

We intend to employ a pro-active acquisition strategy focused on
identifying potential business combination targets within both the
financial services and fintech industries that can benefit from a
merger with our company. Our acquisition strategy will seek to
capitalize on the significant financial services, financial
technology, banking, M&A, and operational expertise and
contacts of both our management team and our board.

Jay S. Sidhu, has over 40 years of experience as both an executive
and investor in financial services. Mr. Sidhu is Chairman and Chief
Executive Officer of Customers Bancorp (NYSE:CUBI), Customers Bank,
BankMobile, a division of Customers Bank, and BankMobile
Technologies. When Mr. Sidhu joined the company, Customers Bank,
previously known as New Century Bank, was a $270 million
asset-troubled bank. Today it is approximately a $10 billion asset,
high-performing bank, that has been recognized twice by Bank
Director Magazine as the fastest growing bank in the country in
terms of core revenues. Before assuming leadership at Customers
Bank, Mr. Sidhu was Chairman and Chief Executive Officer of Sidhu
Advisors, LLC, a private equity and financial services consulting
company based in Palm Coast, Fla. and Reading, Pa. Prior to that he
was Chairman and Chief Executive Officer of Sovereign Bancorp, Inc.
and Sovereign Bank, a $90 billion financial institution.

During his 20-year career at Sovereign, Mr. Sidhu was responsible
for growing the company from a $600 million banking institution
with an IPO value of about $24 million to the 17 th largest bank in the United States with a market capitalization of
almost $12 billion. Mr. Sidhu’s growth strategy resulted in
an internal rate of return of more than 19% for Sovereign
shareholders over the 17 years he was the Chief Executive Officer,
and provided Sovereign shareholders with returns that outperformed
all relevant benchmarks, including the S&P 500, the Dow Jones
Industrial Average and major banking indices over 5, 10, and 15
year periods.

Jay Sidhu is also a recognized thought leader and successful
executive in the financial technology industry through his
experience as Chief Executive Officer of BankMobile. Bankmobile, a
subsidiary of Customers Bank, is a disruptive mobile banking
platform that was launched in 2015 to target millennials and the
underbanked who are looking for more affordable and convenient
banking. In addition to common mobile banking features like check
deposit and bill-pay, Bankmobile also provides a peer-to-peer
payment platform, lending, and virtual financial advisors.
Bankmobile is among the largest and fastest growing mobile first
banking platforms in the U.S., and is one of the Top 15 largest
banks in the country, as measured by checking accounts. In the
fourth quarter of 2017 Customers Bank announced the spin-off and
merger of BankMobile with Flagship Community Bank and the
expectation that it will consummate an IPO in the second half of
2018. Mr. Sidhu is a highly sought-after speaker on fintech and he
has provided the keynote address at multiple leading industry
conferences. He was named to Bank Innovation’s list of Top 10
Most Innovative CEO’s in both 2015 and 2016, and he
co-authored a book entitled “Why Can’t Banks Be as Easy
as Uber? BankMobile and The Real Future of Banking.”, which
reached #1 International Best Seller-status on Amazon. In 2016, he
was named Financial Technology Entrepreneur of the year by Ernst
& Young LLP.

Sam S. Sidhu, our Chief Executive Officer, is the founder and Chief
Executive Officer of Megalith Capital Management, a real estate
investment company. Mr. Sidhu is also a Director on the board of
Customers Bank. Prior to founding Megalith Capital Management, Mr.
Sidhu worked for Providence Equity Partners and Goldman Sachs, in
the Technology, Media, and Telecommunications group. During his
career, he has advised on or invested in more than $95 billion of
transactions.

A.J. Dunklau, our President, is an experienced operator and
investor in financial technology related businesses. Mr. Dunklau
previously served on the executive team of AGDATA, LP, in the roles
of Chief Strategy Officer, Head of Product Management, Executive
Vice President and GM, and Director of Business Development.
AGDATA, LP is a B2B solutions provider facilitating over $3 billion
dollars of payments annually, in addition to providing software and
information services.

Philip Watkins, our Chief Financial Officer, is an experienced
institutional investor and financial professional. Mr. Watkins is a
Principal of Megalith Capital Management where he is a member of
the investment committee and involved in all aspects of the
firm’s acquisition activities. Mr. Watkins previously worked
for Morgan Stanley Real

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Estate Investing where he was responsible for underwriting,
structuring, and closing investments across a wide range of asset
classes and throughout the capital structure.

Additionally, our board of
directors will comprise a diverse group of executive operators and
experienced investors in fintech, financial services, financial
information, and technology industries. The board will include,
among others, Chad Hurley, the co-founder and former Chief
Executive Officer of YouTube and an early employee at PayPal; Raj
Date, the former Deputy Director of the Consumer Financial
Protection Bureau and current Managing Partner of Fenway Summer LLC
a hybrid advisory and venture investment firm focused on financial
services and financial technology; Eric Frank, former President at
Thomson Reuters, and currently Chief Executive Officer of Lightbox,
LLC, a newly formed holding company in partnership with
Silver Lake and Battery Ventures; Bhanu Choudhrie, an experienced
private equity investor in financial services, among other sectors,
and a Director of Customers Bancorp (NYSE:CUBI); and Kuldeep
Malkani, an experienced analyst and investor in public and private
companies, specifically those in the financial services
sector.

With respect to the foregoing descriptions, past performance of our
management team is not a guarantee either (i) of success with
respect to any business combination we may consummate or (ii) that
we will be able to identify a suitable candidate for our initial
business combination. You should not rely on the historical
performance record our management team as indicative of our future
performance. Our officers and directors have not had experience
with publicly traded blank check companies or special purpose
acquisition companies in the past. In addition, our executive
officers may have conflicts of interest with other entities to
which they owe fiduciary or contractual obligations with respect to
initial business combination opportunities. For a list of our
executive officers and entities for which a conflict of interest
may or does exist between such officers and the company, as well as
the priority and preference that such entity has with respect to
performance of obligations and presentation of business
opportunities to us, please refer to the table and subsequent
explanatory paragraph under “Management — Conflicts of
Interest”.

Business Combination
Criteria

Consistent with our business strategy, we have identified the
following general criteria that we believe are important in
evaluating candidates for our initial business combination. While
we intend to utilize these criteria in evaluating business
combination opportunities, we expect that no individual criterion
will entirely determine a decision to pursue a particular
opportunity. Further, any particular initial business combination
opportunity that we ultimately determine to pursue may not meet one
or more of these criteria.

• Enterprise
Value. We will seek to identify one or more acquisition
targets that have a combined enterprise value of at least $400
million and up to $1.25 billion

• Post-Acquisition
Growth. We will seek to identify one or more companies
that we believe will either experience continued substantial
organic growth post acquisition or present the opportunities for
add-on acquisitions through identification of multiple actionable
target companies.

• Strong Management
Team. We will seek to identify companies with strong
and experienced public-ready management teams. Specifically, we
will look for management teams that have a proven track record of
driving revenue and value creation for their shareholders.

• Leadership
Position. We will seek to identify one or more
companies that have a leadership position in their industry or a
defensible niche within a target market as a result of
differentiated technology or other competitive advantages.

• Favorable Industry
Trends. We will seek to identify one or more companies
competing in an industry that enjoys favorable growth prospects and
competitive dynamics. Specifically, industries that are projected
to have sustained growth while also enjoying diverse supplier and
customers bases, and high barriers to entry.

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

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We may need to obtain additional financing either to complete our
initial business combination or because we become obligated to
redeem a significant number of our public shares upon completion of
our initial business combination. We intend to acquire a company
with an enterprise value significantly above the net proceeds of
this offering and the sale of the private placement warrants.
Depending on the size of the transaction or the number of public
shares we become obligated to redeem, we may potentially utilize
several additional financing sources, including but not limited to
the issuance of additional securities to the sellers of a target
business, debt issued to bank or other lenders or the owners of the
target, a private placement to raise additional funds, or a
combination of the foregoing. If we are unable to complete our
initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and
liquidate the trust account. In addition, following our initial
business combination, if cash on hand is insufficient to meet our
obligations or our working capital needs, we may need to obtain
additional financing.

Initial Business
Combination

NYSE rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80%
of the value of the assets held in the trust account (excluding the
deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of our signing a
definitive agreement in connection with our initial business
combination. Our board of directors will make the determination as
to the fair market value of our initial business combination. If
our board is not able to independently determine the fair market
value of a target business or businesses, we will obtain an opinion
from an independent investment banking firm or another independent
firm that commonly renders valuation opinions for the type of
company we are seeking to acquire, or an independent accounting
firm with respect to the satisfaction of such criteria. While we
consider it unlikely that our board of directors will not be able
to make an independent determination of the fair market value of
our initial business combination, it may be unable to do so if it
is less familiar or experienced with the business of a particular
target or if there is a significant amount of uncertainty as to the
value of a target’s assets or prospects.

We anticipate structuring our initial business combination either
(i) in such a way so that the post-transaction company in which our
public stockholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses, or
(ii) in such a way so that the post-transaction company owns or
acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target
management team or stockholders, or for other reasons. However, we
will only complete an initial business combination if the
post-transaction company owns or acquires 50% or more of the
outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our
stockholders prior to the initial business combination may
collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in
the initial business combination. For example, we could pursue a
transaction in which we issue a substantial number of new shares in
exchange for all of the outstanding capital stock of a target. In
this case, we would acquire a 100% controlling interest in the
target. However, as a result of the issuance of a substantial
number of new shares, our stockholders immediately prior to our
initial business combination could own less than a majority of our
outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the
post-transaction company, the portion of such business or
businesses that is owned or acquired is what will be taken into
account for purposes of NYSE’s 80% of fair market value test.
If the initial business combination involves more than one target
business, the 80% of fair market value test will be based on the
aggregate value of all of the transactions and we will treat the
target businesses together as the initial business combination for
purposes of a tender offer or for seeking stockholder approval, as
applicable.

Our Business Combination
Process

In evaluating prospective business combinations, we expect to
conduct a thorough due diligence review process that will
encompass, among other things, a review of historical and projected
financial and operating data, meetings with management and their
advisors (if applicable), on-site inspection of facilities and
assets, discussion with customers and suppliers, legal reviews and
other reviews as we deem appropriate. We will also utilize our
expertise ’s expertise analyzing fintech companies and
evaluating operating projections, financial projections and
determining the appropriate return expectations given the risk
profile of the target business.

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We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers,
directors or their affiliates. In the event we seek to complete our
initial business combination with a company that is affiliated with
our sponsor, officers, directors or their affiliates, we, or a
committee of independent directors, will obtain an opinion from an
independent investment banking firm or another independent firm
that commonly renders valuation opinions for the type of company we
are seeking to acquire, or an independent accounting firm that our
initial business combination is fair to our company from a
financial point of view.

Certain of our officers and directors presently has, and any of
them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or
director is or will be required to present a business combination
opportunity. Accordingly, if any such officers or directors becomes
aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or
contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such
entity. We believe, however, that the fiduciary duties or
contractual obligations our officers or directors will not
materially affect our ability to complete our initial business
combination. Our amended and restated certificate of incorporation
will provide that we renounce our interest in any corporate
opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or
her capacity as a director or officer of our company and such
opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue, and
to the extent the director or officer is permitted to refer that
opportunity to us without violating another legal obligation.

Our sponsor, officers and directors have agreed not to participate
in the formation of, or become an officer or director of any other
special purpose acquisition company with a class of securities
registered under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, until we have entered into a definitive
agreement regarding our initial business combination or we have
failed to complete our initial business combination within 21
months after the closing of this offering.

Our Management
Team

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

We believe our management team’s operating and transaction
experience and relationships with companies will provide us with a
substantial number of potential business combination targets. Over
the course of their careers, the members of our management team
have developed a broad network of contacts and corporate
relationships in various industries in connection with financial
and banking investing. This network has grown through the
activities of our management team sourcing, acquiring and financing
businesses, our management team’s relationships with sellers,
financing sources and target management teams and the experience of
our management team in executing transactions under varying
economic and financial market conditions. See the section of this
prospectus entitled “Management” for a more complete
description of our management team’s experience.

Status as a Public
Company

We believe our structure will make us an attractive business
combination partner to target businesses. As a public company, we
offer a target business an alternative to the traditional initial
public offering through a merger or other business combination with
us. Following an initial business combination, we believe the
target business would have greater access to capital and additional
means of creating management incentives that are better aligned
with stockholders’ interests than it would as a private
company. A target business can further benefit by augmenting its
profile among potential new customers and vendors and aid in
attracting talented employees. In a business combination
transaction with us, the owners of the target business may, for
example, exchange their shares of stock in the target business for
our shares of Class A common stock (or shares of a new holding
company) or for a combination of our shares of Class A common stock
and cash, allowing us to tailor the consideration to the specific
needs of the sellers.

Although there are various costs and obligations associated with
being a public company, we believe target businesses will find this
method a more expeditious and cost effective method to becoming a
public company than

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the typical initial public offering. The typical initial public
offering process takes a significantly longer period of time than
the typical business combination transaction process, and there are
significant expenses in the initial public offering process,
including underwriting discounts and commissions, marketing and
road show efforts that may not be present to the same extent in
connection with an initial business combination with us.

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

While we believe that our structure and our management team’s
backgrounds will make us an attractive business partner, some
potential target businesses may view our status as a blank check
company, such as our lack of an operating history and our ability
to seek stockholder approval of any proposed initial business
combination, negatively.

We are an “emerging growth company,” as defined in
Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from
various reporting requirements that are applicable to other public
companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with
the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the
requirements of holding a non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute
payments not previously approved. If some investors find our
securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities
may be more volatile.

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

We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total
annual gross revenue of at least $1.07 billion, or (c) in which we
are deemed to be a large accelerated filer, which means the market
value of our Class A common stock that is held by non-affiliates
exceeds $700 million as of the prior June 30 th ,
and (2) the date on which we have issued more than $1.0 billion in
non-convertible debt securities during the prior three-year
period.

Financial
Position

With funds available for an initial business combination initially
in the amount of $145,500,000, after payment of $6,000,000 of
deferred underwriting fees (or $167,325,000 after payment of up to
$6,900,000 of deferred underwriting fees if the underwriters’
over-allotment option is exercised in full), in each case before
fees and expenses associated with our initial business combination,
we offer a target business a variety of options such as creating a
liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance
sheet by reducing its debt or leverage ratio. Because we are able
to complete our initial business combination using our cash, debt
or equity securities, or a combination of the foregoing, we have
the flexibility to use the most efficient combination that will
allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken
any steps to secure third party financing and there can be no
assurance it will be available to us.

Effecting Our Initial
Business Combination

We are not presently engaged
in, and we will not engage in, any operations for an indefinite
period of time following this offering. We intend to effectuate our
initial business combination using cash from the
proceeds

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of this offering, the private
placement of the private placement warrants, the proceeds of the
sale of our shares in connection with our initial business
combination, shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, or a
combination of the foregoing. We may seek to complete our initial
business combination with a company or business that may be
financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in
such companies and businesses.

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

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

Sources of Target
Businesses

We anticipate that target business candidates will be brought to
our attention from various unaffiliated sources, including
investment bankers and investment professionals. Target businesses
may be brought to our attention by such unaffiliated sources as a
result of being solicited by us by calls or mailings. These sources
may also introduce us to target businesses in which they think we
may be interested on an unsolicited basis, since many of these
sources will have read this prospectus and know what types of
businesses we are targeting. Our officers and directors, as well as
our sponsor and their affiliates, may also bring to our attention
target business candidates that they become aware of through their
business contacts as a result of formal or informal inquiries or
discussions they may have, as well as attending trade shows or
conventions. In addition, we expect to receive a number of
proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the business
relationships of our officers and directors and our sponsor and
their affiliates. While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize
in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay
a finder’s fee, consulting fee, advisory fee or other
compensation to be determined in an arm’s length negotiation
based on the terms of the transaction. We will engage a finder only
to the extent our management determines that the use of a finder
may bring opportunities to us that may not otherwise be available
to us or if finders approach us on an unsolicited basis with a
potential transaction that our management determines is in our best
interest to pursue. Payment of finder’s fees is customarily
tied to completion of a transaction, in which case any such fee
will be paid out of the funds held in the trust account. In no
event, however, will our sponsor or any of our existing officers or
directors, or any entity with which our sponsor or officers are
affiliated, be paid any finder’s fee, reimbursement,
consulting fee, monies in respect of any payment of a loan or other
compensation by the company prior to, or in connection with any
services rendered for any services they render in order to
effectuate, the completion of our initial business combination
(regardless of the type of transaction that it is). None of our
sponsor, executive officers or directors, or any of their
respective affiliates, will be allowed to receive any compensation,
finder’s fees or consulting fees from a prospective business
combination target in connection with a contemplated initial
business combination.

We have agreed to reimburse our sponsor for any out-of-pocket
expenses related to identifying, investigating and completing an
initial business combination. Some of our officers and directors
may enter into employment or

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consulting agreements with the post-transaction company following
our initial business combination. The presence or absence of any
such fees or arrangements will not be used as a criterion in our
selection process of an initial business combination candidate.

We are not prohibited from pursuing an initial business combination
with an initial business combination target that is affiliated with
our sponsor, officers, directors or their affiliates or making the
initial business combination through a joint venture or other form
of shared ownership with our sponsor, officers, directors or their
affiliates. In the event we seek to complete our initial business
combination with an initial business combination target that is
affiliated with our sponsor, officers, directors or their
affiliates, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or
another independent firm that commonly renders valuation opinions
for the type of company we are seeking to acquire, or an
independent accounting firm that such an initial business
combination is fair to our company from a financial point of view.
We are not required to obtain such an opinion in any other
context.

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

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

NYSE rules require that we must
complete one or more business combinations having an aggregate fair
market value of at least 80% of the value of the assets held in the
trust account (excluding the deferred underwriting commissions and
taxes payable on the interest earned on the trust account) at the
time of our signing a definitive agreement in connection with our
initial business combination. The fair market value of our initial
business combination will be determined by our board of directors
based upon one or more standards generally accepted by the
financial community, such as discounted cash flow valuation, a
valuation based on trading multiples of comparable public
businesses or a valuation based on the financial metrics of M&A
transactions of comparable businesses. If our board is not able to
independently determine the fair market value of a target business
or businesses, we will obtain an opinion from an independent
investment banking firm or another independent firm that commonly
renders valuation opinions for the type of company we are seeking
to acquire, or an independent accounting firm with respect to the
satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent
determination of the fair market value of our initial business
combination, it may be unable to do so if it is less familiar or
experienced with the business of a particular target or if there is
a significant amount of uncertainty as to the value of a
target’s assets or prospects. We do not intend to purchase
multiple businesses in unrelated industries in conjunction with our
initial business combination. Subject to this requirement, our
management will have virtually unrestricted flexibility in
identifying and selecting one or more prospective target
businesses, although we will not be permitted to effectuate our
initial business combination with another blank check company or a
similar company with nominal operations.

In any case, we will only complete an initial business combination
in which we own or acquire 50% or more of the outstanding voting
securities of the target or otherwise acquire a controlling
interest in the target sufficient for it not to be required to
register as an investment company under the Investment Company Act.
If we own or acquire less than 100% of the equity interests or
assets of a target business or businesses, the portion of such
business or businesses that are owned or acquired by the
post-transaction company is what will be taken into account for
purposes of NYSE’s 80% of fair market value test. There is no
basis for investors in this offering to evaluate the possible
merits or risks of any target business with which we may ultimately
complete our initial business combination.

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

80

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

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

Lack of Business
Diversification

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

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

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

Limited Ability to
Evaluate the Target’s Management Team

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

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

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

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

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

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T ype of Tr ansaction | Whether Stockholder A pp r ov al is R equi r ed
Pu r chase of assets | No
Pu r chase of stock of ta r get not i n v olving a me r ger with the compa n y | No
Me r ger of ta r get into a subsidiary of the
compa n y | No
Me r ger of the compa n y with a ta r get | Yes

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

• we issue shares of Class A common stock that will be equal to or in
excess of 20% of the number of shares of our Class A common stock
then outstanding;

• any of our directors, officers or substantial security holders (as
defined by the NYSE rules) has a 5% or greater interest, directly
or indirectly, in the target business or assets to be acquired and
if the number of shares of common stock to be issued, or if the
number of shares of common stock into which the securities may be
convertible or exercisable, exceeds either (a) 1% of the number of
shares of common stock or 1% of the voting power outstanding before
the issuance in the case of any of our directors and officers or
(b) 5% of the number of shares of common stock or 5% of the voting
power outstanding before the issuance in the case of any
substantial security holders; or

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

Permitted Purchases of
our Securities

If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
sponsor, initial stockholders, directors, officers, advisors or
their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either
prior to or following the completion of our initial business
combination. There is no limit on the number of shares our initial
stockholders, directors, officers, advisors or their affiliates may
purchase in such transactions, subject to compliance with
applicable law and NYSE rules. However, they have no current
commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such
transactions. If they engage in such transactions, they will not
make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such
purchases are prohibited by Regulation M under the Exchange Act. We
do not currently anticipate that such purchases, if any, would
constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the
going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply
with such rules. Any such purchases will be reported pursuant to
Section 13 and Section 16 of the Exchange Act to the extent such
purchasers are subject to such reporting requirements. None of the
funds held in the trust account will be used to purchase shares or
public warrants in such transactions prior to completion of our
initial business combination.

The purpose of any such purchases of shares could be to vote such
shares in favor of the initial business combination and thereby
increase the likelihood of obtaining stockholder approval of the
initial business combination or to satisfy a closing condition in
an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial
business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public
warrants could be to reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to
the warrantholders for approval in connection with our initial
business combination. Any such purchases of our securities may
result in the completion of our initial business combination that
may not otherwise have been possible. In addition, if such
purchases are made, the public “float” of our shares of
Class A common stock or warrants may be reduced and the number of
beneficial holders of our securities may be reduced, which may make
it difficult to maintain or obtain the quotation, listing or
trading of our securities on a national securities exchange.

Our sponsor, officers,
directors and/or their affiliates anticipate that they may identify
the stockholders with whom our sponsor, officers, directors or
their affiliates may pursue privately negotiated purchases by
either the

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stockholders contacting us
directly or by our receipt of redemption requests submitted by
stockholders following our mailing of proxy materials in connection
with our initial business combination. To the extent that our
sponsor, officers, directors, advisors or their affiliates enter
into a private purchase, they would identify and contact only
potential selling stockholders who have expressed their election to
redeem their shares for a pro rata share of the trust account or
vote against our initial business combination, whether or not such
stockholder has already submitted a proxy with respect to our
initial business combination. Our sponsor, officers, directors,
advisors or their affiliates will only purchase shares if such
purchases comply with Regulation M under the Exchange Act and the
other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their
affiliates who are affiliated purchasers under Rul e 10b-18 under
the Exchange Act will only be made to the extent such purchases are
able to be made in compliance with Rule 10b-18, which is a safe
harbor from liability for manipulation under Section 9(a)(2) and
Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical
requirements that must be complied with in order for the safe
harbor to be available to the purchaser. Our sponsor, officers,
directors and/or their affiliates will not make purchases of common
stock if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act. Any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such
purchases are subject to such reporting requirements.

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

We will provide our public stockholders with the opportunity to
redeem all or a portion of their shares of Class A common stock upon
the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on
deposit in the trust account as of two business days prior to the
consummation of the initial business combination including interest
earned on the funds held in the trust account and not previously
released to us to pay our franchise and income taxes, divided by
the number of then outstanding public shares, subject to the
limitations described herein. The amount in the trust account is
initially anticipated to be approximately $10.10 per public share.
The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. Our
sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our
initial business combination.

Manner of Conducting Redemptions

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

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

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

83

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

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

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

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

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

• file proxy materials with the SEC.

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

If we seek stockholder approval, we will complete our initial
business combination only if a majority of the outstanding shares
of common stock voted are voted in favor of the initial business
combination. A quorum for such meeting will consist of the holders
present in person or by proxy of shares of outstanding capital
stock of the company representing a majority of the voting power of
all outstanding shares of capital stock of the company entitled to
vote at such meeting. Our initial stockholders will count toward
this quorum and pursuant to the letter agreement, our sponsor,
officers and directors have agreed to vote their founder shares and
any public shares purchased during or after this offering
(including in open market and privately negotiated transactions) in
favor of our initial business combination. For purposes of seeking
approval of the majority of our outstanding shares of common stock
voted, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. As a result, in
addition to our initial stockholders’ founder shares, we
would need only 5,625,001, or 37.5%, of the 15,000,000 public
shares sold in this offering to be voted in favor of an initial
business combination (assuming all outstanding shares are voted and
our officers and directors do not purchase any units in this
offering) in order to have our initial business combination
approved (assuming the over-allotment option is not exercised). We
intend to give approximately 30 days (but not less than 10 days nor
more than 60 days) prior written notice of any such meeting, if
required, at which a vote shall be taken to approve our initial
business combination. These quorum and voting thresholds, and the
voting agreements of our initial stockholders, may make it more
likely that we will consummate our initial business combination.
Each public stockholder may elect to redeem its public shares
irrespective of whether they vote for or against the proposed
transaction.

Our amended and restated certificate of incorporation will provide
that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 upon
consummation of our initial business combination and after payment
of underwriters’ fees and commissions (so that we are not
subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement which may be
contained in the agreement relating to our initial business
combination. For example, the proposed initial business combination
may require: (i) cash consideration to be paid to the target or its
owners, (ii) cash to be transferred

84

to the target for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions
in accordance with the terms of the proposed initial business
combination. In the event the aggregate cash consideration we would
be required to pay for all shares of Class A common stock that are
validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed
initial business combination exceed the aggregate amount of cash
available to us, we will not complete the initial business
combination or redeem any shares, and all shares of Class A common
stock submitted for redemption will be returned to the holders
thereof.

Limitation on Redemption upon Completion of our Initial Business
Combination if we Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of
our initial business combination and we do not conduct redemptions
in connection with our initial business combination pursuant to the
tender offer rules, our amended and restated certificate of
incorporation will provide that a public stockholder, together with
any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be
restricted from seeking redemption rights with respect to more than
an aggregate of 15% of the shares sold in this offering, which we
refer to as the “Excess Shares.” Such restriction shall
also be applicable to our affiliates. We believe this restriction
will discourage stockholders from accumulating large blocks of
shares, and subsequent attempts by such holders to use their
ability to exercise their redemption rights against a proposed
initial business combination as a means to force us or our
management to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms. Absent
this provision, a public stockholder holding more than an aggregate
of 15% of the shares sold in this offering could threaten to
exercise its redemption rights if such holder’s shares are
not purchased by us or our management at a premium to the
then-current market price or on other undesirable terms. By
limiting our stockholders’ ability to redeem no more than 15%
of the shares sold in this offering without our prior consent, we
believe we will limit the ability of a small group of stockholders
to unreasonably attempt to block our ability to complete our
initial business combination, particularly in connection with an
initial business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain
amount of cash. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination.

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

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

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

The foregoing is different
from the procedures used by many blank check companies. In order to
perfect redemption rights in connection with their business
combinations, many blank check companies would distribute proxy
materials for the stockholders’ vote on an initial business
combination, and a holder could simply vote against a proposed
initial business combination and check a box on the proxy card
indicating such holder was seeking to exercise his or her
redemption rights. After the initial business combination was
approved, the company would contact such

85

stockholder to arrange for him
or her to deliver his or her certificate to verify ownership. As a
result, the stockholder then had an “option window”
after the completion of the initial business combination during
which he or she could monitor the price of the company’s
stock in the market. If the price rose above the redemption price,
he or she could sell his or her shares in the open market before
actually delivering his or her shares to the company for
cancellation. As a result, the redemption rights, to which
stockholders were aware they needed to commit before the
stockholder meeting, would become “option” rights
surviving past the completion of the initial business combination
until the redeeming holder delivered its certificate. The
requirement for physical or electronic delivery prior to the
meeting ensures that a redeeming holder’s election to redeem
is irrevocable once the initial business combination is
approved.

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

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

If our initial proposed initial business combination is not
completed, we may continue to try to complete an initial business
combination with a different target until 21 months from the
closing of this offering.

Redemption of Public Shares and Liquidation if no Initial Business
Combination

Our amended and restated
certificate of incorporation provides that we will have only 21
months from the closing of this offering to complete our initial
business combination. If we are unable to complete our initial
business combination within such 21-month period, we will: (i)
cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust
account including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and
income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination
within the 21-month time period.

Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have waived their rights
to liquidating distributions from the trust account with respect to
any founder shares held by them if we fail to complete our initial
business combination within 21 months from the closing of this
offering. However, if our sponsor, officers or directors acquire
public shares in or after this offering, they will be entitled to
liquidating distributions from the trust account with respect to
such public shares if we fail to complete our initial business
combination within the allotted 21-month time period.

Our sponsor, officers and directors have agreed, pursuant to a
written agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation (i) to
modify the substance or timing of our obligation to redeem 100% of
our public shares if we do not complete our initial business
combination within 21 months from the closing of this offering or
(ii) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination
activity, unless we provide our public stockholders with the
opportunity to redeem their shares of Class A common stock upon
approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust
account including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and
income taxes divided by the number of then outstanding public
shares. However, we may not redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001
upon consummation of our initial business combination and after

86

payment of underwriters’ fees and commissions (so that we are
not subject to the SEC’s “penny stock” rules). If
this optional redemption right is exercised with respect to an
excessive number of public shares such that we cannot satisfy the
net tangible asset requirement (described above), we would not
proceed with the amendment or the related redemption of our public
shares at such time.

We expect that all costs and
expenses associated with implementing our plan of dissolution, as
well as payments to any creditors, will be funded from amounts
remaining out of the approximately $1,460,000 of proceeds held
outside the trust account, although we cannot assure you that there
will be sufficient funds for such purpose. We will depend on
sufficient interest being earned on the proceeds held in the trust
account to pay any franchise and income tax obligations we may owe.
However, if those funds are not sufficient to cover the costs and
expenses associated with implementing our plan of dissolution, to
the extent that there is any interest accrued in the trust account
not required to pay franchise and income taxes on interest income
earned on the trust account balance, we may request the trustee to
release to us an additional amount of up to $100,000 of such
accrued interest to pay those costs and expenses.

If we were to expend all of
the net proceeds of this offering and the sale of the private
placement warrants, other than the proceeds deposited in the trust
account, and without taking into account interest, if any, earned
on the trust account, the per-share redemption amount received by
stockholders upon our dissolution would be approximately $10.10.
The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher
priority than the claims of our public stockholders. We cannot
assure you that the actual per-share redemption amount received by
stockholders will not be substantially less than $10.10. Under
Section 281(b) of the DGCL, our plan of dissolution must provide
for all claims against us to be paid in full or make provision for
payments to be made in full, as applicable, if there are sufficient
assets. These claims must be paid or provided for before we make
any distribution of our remaining assets to our stockholders. While
we intend to pay such amounts, if any, we cannot assure you that we
will have funds sufficient to pay or provide for all
creditors’ claims.

Although we will seek to have
all vendors, service providers, prospective target businesses or
other entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to
any monies held in the trust account for the benefit of our public
stockholders, there is no guarantee that they will execute such
agreements or even if they execute such agreements that they would
be prevented from bringing claims against the trust account
including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims
challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets,
including the funds held in the trust account. If any third party
refuses to execute an agreement waiving such claims to the monies
held in the trust account, our management will perform an analysis
of the alternatives available to it and will only enter into an
agreement with a third party that has not executed a waiver if
management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third
party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other
consultants that would agree to execute a waiver or in cases where
management is unable to find a service provider willing to execute
a waiver. WithumSmith+Brown, PC, our independent registered public
accounting firm, and Chardan, the representative of the
underwriters of the offering, will not execute agreements with us
waiving such claims to the monies held in the trust
account.

In addition, there is no guarantee that such entities will agree to
waive any claims they may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with us
and will not seek recourse against the trust account for any
reason. Our sponsor has agreed that it will be liable to us if and
to the extent any claims by a third party for services rendered or
products sold to us, or a prospective target business with which we
have entered into a written letter of intent, confidentiality or
similar agreement or business combination agreement, reduce the
amount of funds in the trust account to below the lesser of (i)
$10.10 per public share and (ii) the actual amount per public share
held in the trust account as of the date of the liquidation of the
trust account, if less than $10.10 per share due to reductions in
the value of the trust assets, less taxes payable, provided that
such liability will not apply to any claims by a third party or
prospective target business who executed a waiver of any and all
rights to the monies held in the trust account (whether or not such
waiver is enforceable) nor will it apply to any claims under our
indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act.
However, we have not asked our sponsor to reserve for such
indemnification obligations and our sponsor’s only assets are
securities of our company. Therefore, we believe it is highly
unlikely that our sponsor would be able to satisfy those
obligations. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.

87

In the event that the proceeds in the trust account are reduced
below (i) $10.10 per public share or (ii) such lesser amount per
public share held in the trust account as of the date of the
liquidation of the trust account, due to reductions in value of the
trust assets, in each case net of the amount of interest which may
be withdrawn to pay taxes, and our sponsor asserts that it is
unable to satisfy its indemnification obligations or that it has no
indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take
legal action on our behalf against our sponsor to enforce its
indemnification obligations to us, it is possible that our
independent directors in exercising their business judgment may
choose not to do so if, for example, the cost of such legal action
is deemed by the independent directors to be too high relative to
the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. We have not asked our
sponsor to reserve for such indemnification obligations and we
cannot assure you that our sponsor would be able to satisfy those
obligations. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price
will not be less than $10.10 per public share.

We will seek to reduce the possibility that our sponsor will have
to indemnify the trust account due to claims of creditors by
endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business
execute agreements with us waiving any right, title, interest or
claim of any kind in or to monies held in the trust account. Our
sponsor will also not be liable as to any claims under our
indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act. We
will have access to up to approximately $1,460,000 from the
proceeds of this offering with which to pay any such potential
claims (including costs and expenses incurred in connection with
our liquidation, currently estimated to be no more than
approximately $100,000). In the event that we liquidate and it is
subsequently determined that the reserve for claims and liabilities
is insufficient, stockholders who received funds from our trust
account could be liable for claims made by creditors. In the event
that our offering expenses exceed our estimate of $600,000, we may
fund such excess with funds from the funds not to be held in the
trust account. In such case, the amount of funds we intend to be
held outside the trust account would decrease by a corresponding
amount. Conversely, in the event that the offering expenses are
less than our estimate of $600,000, the amount of funds we intend
to be held outside the trust account would increase by a
corresponding amount.

Under the DGCL, stockholders may be held liable for claims by third
parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our
trust account distributed to our public stockholders upon the
redemption of our public shares in the event we do not complete our
initial business combination within 21 months from the closing of
this offering may be considered a liquidating distribution under
Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it
makes reasonable provision for all claims against it, including a
60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the
corporation may reject any claims brought, and an additional
150-day waiting period before any liquidating distributions are
made to stockholders, any liability of stockholders with respect to
a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the
stockholder would be barred after the third anniversary of the
dissolution.

Furthermore, if the pro rata portion of our trust account
distributed to our public stockholders upon the redemption of our
public shares in the event we do not complete our initial business
combination within 21 months from the closing of this offering, is
not considered a liquidating distribution under Delaware law and
such redemption distribution is deemed to be unlawful (potentially
due to the imposition of legal proceedings that a party may bring
or due to other circumstances that are currently unknown), then
pursuant to Section 174 of the DGCL, the statute of limitations for
claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of
a liquidating distribution. If we are unable to complete our
initial business combination within 21 months from the closing of
this offering, we will: (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not
previously released to us to pay our franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our
obligations under

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Delaware law to provide for claims of creditors and the
requirements of other applicable law. Accordingly, it is our
intention to redeem our public shares as soon as reasonably
possible following our 24 th month and, therefore, we do not intend to comply with those
procedures. As such, our stockholders could potentially be liable
for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend well
beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b)
of the DGCL requires us to adopt a plan, based on facts known to us
at such time that will provide for our payment of all existing and
pending claims or claims that may be potentially brought against us
within the subsequent 10 years. However, because we are a blank
check company, rather than an operating company, and our operations
will be limited to searching for prospective target businesses to
acquire, the only likely claims to arise would be from our vendors
(such as lawyers, investment bankers, etc.) or prospective target
businesses. As described above, pursuant to the obligation
contained in our underwriting agreement, we will seek to have all
vendors, service providers, prospective target businesses or other
entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to
any monies held in the trust account. As a result of this
obligation, the claims that could be made against us are
significantly limited and the likelihood that any claim that would
result in any liability extending to the trust account is remote.
Further, our sponsor may be liable only to the extent necessary to
ensure that the amounts in the trust account are not reduced below
(i) $10.10 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest withdrawn to pay
taxes and will not be liable as to any claims under our indemnity
of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. In the event that
an executed waiver is deemed to be unenforceable against a third
party, our sponsor will not be responsible to the extent of any
liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to
the claims of third parties with priority over the claims of our
stockholders. To the extent any bankruptcy claims deplete the trust
account, we cannot assure you we will be able to return $10.10 per
share to our public stockholders. Additionally, if we file a
bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, any distributions received by
stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential
transfer” or a “fraudulent conveyance.” As a
result, a bankruptcy court could seek to recover some or all
amounts received by our stockholders. Furthermore, our board of
directors may be viewed as having breached its fiduciary duty to
our creditors and/or may have acted in bad faith, thereby exposing
itself and our company to claims of punitive damages, by paying
public stockholders from the trust account prior to addressing the
claims of creditors. We cannot assure you that claims will not be
brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the
trust account only upon the earlier to occur of: (i) the completion
of our initial business combination, (ii) the redemption of any
public shares properly tendered in connection with a stockholder
vote to amend any provisions of our amended and restated
certificate of incorporation (A) to modify the substance or timing
of our obligation to redeem 100% of our public shares if we do not
complete our initial business combination within 21 months from the
closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business
combination activity, and (iii) the redemption of all of our public
shares if we are unable to complete our business combination within
21 months from the closing of this offering, subject to applicable
law. In no other circumstances will a stockholder have any right or
interest of any kind to or in the trust account. In the event we
seek stockholder approval in connection with our initial business
combination, a stockholder’s voting in connection with the
initial business combination alone will not result in a
stockholder’s redeeming its shares to us for an applicable
pro rata share of the trust account. Such stockholder must have
also exercised its redemption rights as described above. These
provisions of our amended and restated certificate of
incorporation, like all provisions of our amended and restated
certificate of incorporation, may be amended with a stockholder
vote.

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Comparison of Redemption or Purchase Prices in Connection with Our
Initial Business Combination and if We Fail to Complete Our Initial
Business Combination

The following table compares the redemptions and other permitted
purchases of public shares that may take place in connection with
the completion of our initial business combination and if we are
unable to complete our initial business combination within 21
months from the closing of this offering.

Redemptions in Connection with our Initial Business Combination | Other
Permitted Purchases of Public Shares by us or our Affiliates | Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price | Redemptions at the time of our initial business
combination may be made pursuant to a tender offer or in connection
with a stockholder vote. The redemption price will be the same
whether we conduct redemptions pursuant to a tender offer or in
connection with a stockholder vote. In either case, our public
stockholders may redeem their public shares for cash equal to the
aggregate amount then on deposit in the trust account as of two
business days prior to the consummation of the initial business
combination (which is initially anticipated to be $10.10 per public
share), including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and
income taxes divided by the number of then outstanding public
shares, subject to the limitation that no redemptions will take
place, if all of the redemptions would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial
business combination and any limitations (including but not limited
to cash requirements) agreed to in connection with the negotiation
of terms of a proposed initial business combination. | If we seek stockholder approval of our initial
business combination, our sponsor, directors, officers, advisors or
their affiliates may purchase shares in privately negotiated
transactions or in the open market prior to or following completion
of our initial business combination. There is no limit to the
prices that our sponsor, directors, officers, advisors or their
affiliates may pay in these transactions. | If we are unable to complete our initial
business combination within 21 months from the closing of this
offering, we will redeem all public shares at a per-share price,
payable in cash, equal to the aggregate amount, then on deposit in
the trust account (which is initially anticipated to be $10.10 per
public share including interest earned on the funds held in the
trust account and not previously released to us to pay our
franchise and income taxes (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding
public shares.
Impact to remaining stockholders | The redemptions in connection with our initial
business combination will reduce the book value per share for our
remaining stockholders, who will bear the burden of the deferred
underwriting commissions and franchise and income taxes
payable. | If the permitted purchases described above are
made there would be no impact to our remaining stockholders because
the purchase price would not be paid by us. | The redemption of our public shares if we fail
to complete our initial business combination will reduce the book
value per share for the shares held by our initial stockholders,
who will be our only remaining stockholders after such
redemptions.

90

Comparison of This
Offering to Those of Blank Check Companies Subject to Rule
419

The following table compares the terms of this offering to the
terms of an offering by a blank check company subject to the
provisions of Rule 419. This comparison assumes that the gross
proceeds, underwriting commissions and underwriting expenses of our
offering would be identical to those of an offering undertaken by a
company subject to Rule 419, and that the underwriters will not
exercise their over-allotment option. None of the provisions of
Rule 419 apply to our offering.

T e r ms of Our
Offering | T e r ms Under a R ule 419
Offering
Escrow of offering proceeds | $151,500,000 of the net proceeds of this
offering and the sale of the private placement warrants will be
deposited into a trust account in the United States at J.P. Morgan
Chase Bank, N.A., with Continental Stock Transfer & Trust
Company acting as trustee. | Approximately $132,300,000 of the offering
proceeds would be deposited into either an escrow account with an
insured depositary institution or in a separate bank account
established by a broker-dealer in which the broker-dealer acts as
trustee for persons having the beneficial interests in the
account.
Investment of net proceeds | $151,500,000 of the net offering proceeds and
the sale of the private placement warrants held in trust will be
invested only in U.S. government treasury bills with a maturity of
180 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which
invest only in direct U.S. government treasury
obligations. | Proceeds could be invested only in specified
securities such as a money market fund meeting conditions of the
Investment Company Act or in securities that are direct obligations
of, or obligations guaranteed as to principal or interest by, the
United States.
Receipt of interest on escrowed funds | Interest on proceeds from the trust account to
be paid to stockholders is reduced by (i) any income or franchise
taxes paid or payable, and (ii) in the event of our liquidation for
failure to complete our initial business combination within the
allotted time, up to $100,000 of net interest that may be released
to us should we have no or insufficient working capital to fund the
costs and expenses of our dissolution and liquidation. | Interest on funds in escrow account would be
held for the sole benefit of investors, unless and only after the
funds held in escrow were released to us in connection with our
completion of a business combination.
Limitation on fair value or net assets of target
business | NYSE rules require that we must complete one or
more business combinations having an aggregate fair market value of
at least 80% of the value of the assets held in the trust account
(excluding the deferred underwriting commissions and taxes payable
on the income earned on the trust account) at the time of the
agreement to enter into the initial business
combination. | The fair value or net assets of a target
business must represent at least 80% of the maximum offering
proceeds.

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T e r ms of Our
Offering | T e r ms Under a R ule 419
Offering
Trading of securities issued | We expect the units will begin trading on or
promptly after the date of this prospectus. The Class A common
stock and warrants comprising the units will begin separate trading
on the 52 nd day following the date of this prospectus unless Chardan informs us
of its decision to allow earlier separate trading, subject to our
having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading
will begin. We will file the Current Report on Form 8-K promptly
after the closing of this offering, which is anticipated to take
place two business days from the date of this prospectus. If the
over-allotment option is exercised following the initial filing of
such Current Report on Form 8-K, an additional Current Report on
Form 8-K will be filed to provide updated financial information to
reflect the exercise of the over-allotment option. | No trading of the units or the underlying Class
A common stock and warrants would be permitted until the completion
of a business combination. During this period, the securities would
be held in the escrow or trust account.
Exercise of the warrants | The warrants cannot be exercised until the later
of 30 days after the completion of our initial business combination
or 12 months from the closing of this offering. | The warrants could be exercised prior to the
completion of a business combination, but securities received and
cash paid in connection with the exercise would be deposited in the
escrow or trust account.
Election to remain an investor | We will provide our public stockholders with the
opportunity to redeem their public shares for cash equal to their
pro rata share of the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of our
initial business combination, including interest earned on the
funds held in the trust account and not previously released to us
to pay our franchise and income taxes, upon the completion of our
initial business combination, subject to the limitations described
herein. We may not be required by law to hold a stockholder vote.
We intend to give approximately 30 days (but not less than 10 days
nor more than 60 days) prior written notice of any such meeting, if
required, at which a vote shall be taken to approve our initial
business combination. If we are not required by law and do not
otherwise decide to hold a stockholder vote, we will, pursuant to
our amended and restated certificate of incorporation, conduct the
redemptions pursuant to the tender offer rules of the SEC and file
tender offer documents with the SEC which will contain
substantially the same financial and other information | A prospectus containing information pertaining
to the business combination required by the SEC would be sent to
each investor. Each investor would be given the opportunity to
notify the company in writing, within a period of no less than 20
business days and no more than 45 business days from the effective
date of a post-effective amendment to the company’s
registration statement, to decide if it elects to remain a
stockholder of the company or require the return of its investment.
If the company has not received the notification by the end of the
45 th business day, funds and interest or dividends, if any, held in the
trust or escrow account are automatically returned to the
stockholder. Unless a sufficient number of investors elect to
remain investors, all funds on deposit in the escrow account must
be returned to all of the investors and none of the securities are
issued.

92

T e r ms of Our
Offering | T e r ms Under a R ule 419
Offering
about the initial business combination and the
redemption rights as is required under the SEC’s proxy rules.
In the event we conduct redemptions pursuant to the tender offer
rules, our offer to redeem will remain open for at least 20
business days, in accordance with Rule 14e-1(a) under the Exchange
Act, and we will not be permitted to complete our initial business
combination until the expiration of the tender offer period. If,
however, we hold a stockholder vote, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules. If we seek stockholder
approval, we will complete our initial business combination only if
a majority of the outstanding shares of common stock voted are
voted in favor of the initial business combination. Additionally,
each public stockholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed
transaction. A quorum for such meeting will consist of the holders
present in person or by proxy of shares of outstanding capital
stock of the company representing a majority of the voting power of
all outstanding shares of capital stock of the company entitled to
vote at such meeting.
Business combination deadline | If we are unable to complete an initial business
combination within 21 months from the closing of this offering, we
will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest earned on
the funds held in the trust account and not previously released to
us to pay our franchise and income taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and the
requirements of other applicable law. | If a business combination has not been completed
within 18 months after the effective date of the company’s
registration statement, funds held in the trust or escrow account
are returned to investors.

93

T e r ms of Our
Offering | T e r ms Under a R ule 419
Offering
Limitation on redemption rights of stockholders holding
more than 15% of the shares sold in this offering if we hold a
stockholder vote | If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in
connection with our initial business combination pursuant to the
tender offer rules, our amended and restated certificate of
incorporation will provide that a public stockholder (including our
affiliates), together with any affiliate of such stockholder or any
other person with whom such stockholder is acting in concert or as
a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from seeking redemption rights with
respect to Excess Shares (more than an aggregate of 15% of the
shares sold in this offering). Our public stockholders’
inability to redeem Excess Shares will reduce their influence over
our ability to complete our initial business combination and they
could suffer a material loss on their investment in us if they sell
any Excess Shares in open market transactions. | Many blank check companies provide no
restrictions on the ability of stockholders to redeem shares based
on the number of shares held by such stockholders in connection
with an initial business combination.
Tendering stock certificates in connection with a tender
offer or redemption rights | We may require our public stockholders seeking
to exercise their redemption rights, whether they are record
holders or hold their shares in “street name,” to
either tender their certificates to our transfer agent prior to the
date set forth in the tender offer documents mailed to such holders
or up to two business days prior to the vote on the proposal to
approve the initial business combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent
electronically using The Depository Trust Company’s DWAC
System, at the holder’s option. The tender offer or proxy
materials, as applicable, that we will furnish to holders of our
public shares in connection with our initial business combination
will indicate whether we are requiring public stockholders to
satisfy such delivery requirements. Accordingly, a public
stockholder would have from the time we send out our tender offer
materials until the close of the tender offer period, or up to two
days prior to the vote on the initial business combination if we
distribute proxy materials, as applicable, to tender its shares if
it wishes to seek to exercise its redemption rights. | In order to perfect redemption rights in
connection with their business combinations, holders could vote
against a proposed initial business combination and check a box on
the proxy card indicating such holders were seeking to exercise
their redemption rights. After the business combination was
approved, the company would contact such stockholders to arrange
for them to deliver their certificate to verify
ownership.

94

T e r ms of Our
Offering | T e r ms Under a R ule 419
Offering
Release of funds | Except with respect to interest earned on the
funds held in the trust account that may be released to us to pay
our franchise and income tax obligations, the proceeds from this
offering and the sale of the private placement warrants held in the
trust account will not be released from the trust account until the
earliest to occur of: (i) the completion of our initial business
combination, (ii) the redemption of any public shares properly
submitted in connection with a stockholder vote to amend our
amended and restated certificate of incorporation (A) to modify the
substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination
within 21 months from the closing of this offering or (B) with
respect to any other provision relating to stockholders’
rights or pre-business combination activity and (iii) the
redemption of 100% of our public shares if we are unable to
complete an initial business combination within the required time
frame (subject to the requirements of applicable law). On the
completion of our initial business combination, all amounts held in
the trust account will be released to us, less amounts released to
a separate account controlled by the trustee for disbursal to
redeeming stockholders. We will use these funds to pay amounts due
to any public stockholders who exercise their redemption rights as
described above under “Redemption rights for public
stockholders upon completion of our initial business
combination,” to pay the underwriters their deferred
underwriting commissions, to pay all or a portion of the
consideration payable to the target or owners of the target of our
initial business combination and to pay other expenses associated
with our initial business combination. | The proceeds held in the escrow account are not
released until the earlier of the completion of a business
combination or the failure to effect a business combination within
the allotted time.

Competition

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

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Facilities

Our executive offices are located at 1345 Avenue of the Americas,
New York, NY 10105 and our telephone number is (212) 235-0430. The
cost for this space (or any subsequent location) is included in the
$2,000 per month fee that we will pay an affiliate of our sponsor
for office space, administrative and support services. We consider
our current office space adequate for our current operations.

Employees

We currently have three (3) officers. Other than our President,
none of our officers or directors is required to commit his or her
full time to our affairs prior to the completion of our initial
business combination and other than our President, these
individuals are not obligated to devote any specific number of
hours to our matters but they intend to devote as much of their
time as they deem necessary to our affairs until we have completed
our initial business combination. The amount of time they will
devote in any time period will vary based on whether a target
business has been selected for our initial business combination and
the stage of the initial business combination process we are
in.

Periodic Reporting and
Financial Information

We will register our units, Class A common stock and warrants under
the Exchange Act and have reporting obligations, including the
requirement that we file annual, quarterly and current reports with
the SEC. In accordance with the requirements of the Exchange Act,
our annual reports will contain financial statements audited and
reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of
the prospective target business as part of the tender offer
materials or proxy solicitation materials sent to stockholders to
assist them in assessing the target business. In all likelihood,
these financial statements will need to be prepared in accordance
with, or reconciled to, GAAP, or IFRS, depending on the
circumstances, and the historical financial statements may be
required to be audited in accordance with the standards of the
PCAOB. These financial statement requirements may limit the pool of
potential targets we may conduct an initial business combination
with because some targets may be unable to provide such statements
in time for us to disclose such statements in accordance with
federal proxy rules and complete our initial business combination
within the prescribed time frame. We cannot assure you that any
particular target business identified by us as a potential business
combination candidate will have financial statements prepared in
accordance with GAAP or that the potential target business will be
able to prepare its financial statements in accordance with the
requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target
business. While this may limit the pool of potential business
combination candidates, we do not believe that this limitation will
be material.

We will be required to evaluate our internal control procedures for
the fiscal year ending December 31, 2019 as required by the
Sarbanes-Oxley Act. Only in the event we are deemed to be a large
accelerated filer or an accelerated filer will we be required to
have our internal control procedures audited. A target company may
not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of their internal controls. The development of
the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to
complete any such business combination. Prior to the date of this
prospectus, we will file a Registration Statement on Form 8-A with
the SEC to voluntarily register our securities under Section 12 of
the Exchange Act. As a result, we will be subject to the rules and
regulations promulgated under the Exchange Act. We have no current
intention of filing a Form 15 to suspend our reporting or other
obligations under the Exchange Act prior or subsequent to the
consummation of our initial business combination.

We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total
annual gross revenue of at least $1.07 billion, or (c) in which we
are deemed to be a large accelerated filer, which means the market
value of our shares of Class A common stock that are held by
non-affiliates exceeds $700 million as of the prior June
30 th ,
and (2) the date on which we have issued more than $1.0 billion in
non-convertible debt during the prior three-year period.

Legal
Proceedings

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

96

MANAGEMENT

Officers, Directors and
Director Nominees

Our officers, directors and director nominees are as follows:

Name | Age | Position
Jay S. Sidhu | 67 | Executive Chairman of the Board
nominee
Samvir S. Sidhu | 35 | Chief Executive Officer and Director
A.J. Dunklau | 35 | President
Philip Watkins | 33 | Chief Financial Officer
Chad Hurley | 41 | Director nominee
Raj Date | 47 | Director nominee
Eric Frank | 53 | Director nominee
Bhanu Choudhrie | 40 | Director nominee
Kuldeep Malkani | 42 | Director nominee

Jay S. Sidhu will be the Executive
Chairman of our Board of Directors commencing upon the effective
date of the prospectus which is part of this registration
statement. Mr. Sidhu is one of the managing members of our sponsor.
He has been the Chief Executive Officer and Chairman of the Board
of Customers Bancorp, Inc. (NYSE:CUBI) since 2010 and Customers
Bank since 2009. Mr. Sidhu has served as the Chairman and Chief
Executive Officer at BankMobile since 2014 and BankMobile
Technologies since 2015, each of which is an affiliate of Customers
Bancorp. He was the Chief Executive Officer of Sovereign Bancorp
Inc. (NYSE: SOV) from 1989 until 2006. He served as the Chairman of
Santander Holdings USA, Inc., from 2002 to 2006. Mr. Sidhu also
served as a Director of Banco Santander, S.A. in 2006. From 2010,
Mr. Sidhu was a director of Atlantic Coast Financial Corporation
(NASDAQ: ACFC), the holding company for Atlantic Coast Bank, a
federal savings bank, and served as its Non-Executive Chairman of
the board of directors from 2011 to 2012. He served as the Vice
Chairman of Atlantic Coast Financial Corporation from 2016 until
its merger with Ameris Bank in May 2018. He was the Chairman and
Chief Executive Officer of Sidhu Advisors, LLC, a Florida based
private equity and financial services consulting firm, from 2007 to
the first quarter of 2009. He served as a Director of Old Guard
Group, Inc. (NASDAQ: OGGI), a property and casualty insurance
company from 1999 to 2001. Mr. Sidhu has received Financial
World’s Chief Executive Officer of the year award, and has
also been named Turnaround Entrepreneur of the Year. In 2016, he
was named Financial Technology Entrepreneur of the year by Ernst
& Young LLP. He holds a BBA from Banaras University (India) and
an M.B.A. from Wilkes University. Mr. Sidhu is a Graduate of the
Harvard University Business School’s Chief Executive Officer
Leadership Course. Mr. Sidhu helped to establish the Jay Sidhu
School of Business and Leadership, at his alma mater, Wilkes
University. Mr. Sidhu is the father of Mr. Samvir S. Sidhu, our
Chief Executive Officer. We believe Mr. Jay Sidhu is well-qualified
to serve as a member of the board due to his extensive experience
in the financial services industry, financial technology industry,
public company experience and business leadership.

Samvir S. Sidhu has served as a Director and as our Chief
Executive Officer since inception. Since 2012, Mr S idhu has
served as a member of the Board of Directors of Customers Bank. He
is the Chief Executive Officer of Megalith Capital Management,
which he founded in 2010. Prior to founding Megalith Capital, Mr.
Sidhu worked in private equity at Providence Equity Partners from
2007 to 2009 and from 2011 to 2012, and worked as an investment
banker in the Technology, Media, and Telcom group at Goldman Sachs
Group Inc. (NYSE: GS) from 2005 to 2007. Mr. Sidhu received his
Bachelors of Science in Finance from the Wharton School at the
University of Pennsylvania and an MBA from the Harvard Business
School. Mr. Sidhu is the son of Mr. Jay S. Sidhu, our Executive
Chairman nominee. We believe Mr. Sam Sidhu is well-qualified to
serve as a member of the board due to his experience in the
financial services industry, business leadership, and extensive
investing experience.

A.J. Dunklau has served as our President since inception.
From 2011 through 2017, Mr. Dunklau was an executive at AGDATA, LP,
a provider of payment facilitation, information services, and
software, which was sold to Vista Equity Partners in 2014. From
2016 to 2017 Mr. Dunklau served as AGDATA’s Chief Strategy
Officer and from 2014 to 2016 he served as its Head of Product
Management. From 2012 to 2014, Mr. Dunklau served as AGDATA’s
Executive Vice President and General Manager of Industry Platforms,
and prior to that served as Director of Business Development. From
2005 to 2011, he worked as a management consultant at A.T. Kearney,
where he consulted on global projects across a range of industries,
including financial services. Mr. Dunklau received his

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Bachelors of Science in Business Administration from Washington
University in St. Louis and an MBA from the Harvard Business
School.

Philip Watkins has served as our Chief
Financial Officer since inception. He has been a Principal of
Megalith Capital Management since 2013 and serves as a member of
the investment committee. Prior to joining Megalith Capital, from
2011 to 2013 Mr. Watkins worked at Morgan Stanley Real Estate
Investing where he was responsible for underwriting, structuring,
and closing investments across a wide range of asset classes and
throughout the capital structure. From 2007 to 2009 he worked at
Forman Capital, a structured finance lending firm, and from 2006 to
2007 he worked at Kolter Group, a real estate investment and
development firm. Mr. Watkins received his Bachelors of Science in
Business Administration, cum laude, from the University of Florida
and an MBA from the Harvard Business School.

Chad Hurley will be one of our Directors commencing
upon the effective date of the registration statement of which this
prospectus forms a part. Mr. Hurley is an entrepreneur and
technology executive. He is the co-founder and former Chief
Executive Officer of YouTube, one of the world’s largest and
most popular video sharing sites. In October 2006, less than two
years after the service launched, Mr. Hurley and his partner sold
YouTube to Google, Inc. (NASDAQ: GOOGL) for $1.65 billion. After
the acquisition, Mr. Hurley stayed with the company and continued
to serve as its Chief Executive Officer until 2011. He remains an
advisor to the company. Prior to founding YouTube, Mr. Hurley
served in a variety of roles with PayPal from 1999 to 2005. Mr.
Hurley is an active investor and part–owner of the
NBA’s Golden State Warriors and the MLS Los Angeles Football
Club. He received his B.A. from Indiana University of Pennsylvania.
We believe Mr. Hurley is well-qualified to serve as a member of the
board due to his extensive experience in the technology and
payments industry.

Raj Date will
be one of our Directors commencing upon the effective date of the
registration statement of which this prospectus forms a part. Mr.
Date has had a long and varied career in and around US financial
institutions as a fintech investor, senior policy maker, commercial
bank executive and investment banker. Since 2013, he has served as
Managing Partner of Fenway Summer LLC, a hybrid advisory and
venture investment firm focused on financial services and financial
technology. In 2012, Mr. Date became the first-ever Deputy Director
of the United States Consumer Financial Protection Bureau
(“CFPB”). As the Bureau’s second-ranking
official, he helped steward the CFPB’s strategy, its
operations, and its policy agenda. Mr. Date also served on the
senior staff committee of the Financial Stability Oversight Council
and as a statutory deputy to the FDIC Board. Before being appointed
Deputy Director of the CFPB, Mr. Date acted as the interim leader
of the new agency, serving as the Special Advisor to the Secretary
of the Treasury. He led the CFPB for most of the first six months
after its launch in 2011. From 2009 to 2010, he founded and served
as the Chairman and Executive Director of the Cambridge Winter
Center for Financial Institutions Policy, a private, non-profit
research and policy organization that supported reform of the U.S.
financial system. Prior to his government service, Mr. Date was a
Managing Director in the Financial Institutions Group at Deutsche
Bank Securities from 2007 to 2009. Before that, from 2002 to 2007,
he was Senior Vice President for Corporate Strategy and Development
at Capital One Financial. From 1996 to 2001, he worked in the
financial institutions practice of the consulting firm McKinsey
& Company. He has also served as an attorney in both private
practice and government service. Mr. Date has served on the Board
of GreenDot Corporation (NYSE:GDOT), a bank holding and financial
technology company since 2016. He also currently serves as a
director for a number of private companies including Prosper, a
marketplace lender, and Circle, a digital currency firm, both since
2013. Mr. Date received a B.S. from the College of Engineering at
the University of California at Berkeley (highest honors) and a
J.D. from Harvard Law School (magna cum laude). We believe Mr. Date
is well-qualified to serve as a member of the board due to his
extensive experience in strategy, finance and regulatory
issues.

Eric Frank will be one of our Directors
commencing upon the effective date of the registration statement of
which this prospectus forms a part. Mr. Frank has served as a
senior executive and advisor to many data and analytics companies
in the financial, commercial real estate and agriculture sectors.
Mr. Frank has built and sold companies and has served as an
operational leader in multi-billion-dollar revenue businesses. In
March 2018, Mr. Frank was named Chief Executive Officer of
Lightbox, LLC, a holding company funded by Silver Lake and Battery
Ventures that acquired EDR, a provider of data and workflow tools
to help commercial real estate clients manage that data in all
aspects of property due diligence and compliance. From 2014 until
2017, Mr. Frank served as Managing Director of DMGI/DMGT PLC,
overseeing their portfolio of US commercial real estate information
companies. Since 2012, Mr. Frank has served as the President of
Internet Technology Acceleration LLC, a consulting firm, which acts
as an executive advisor to private companies and private equity
sponsors, specifically in the B2B information space. From 2012 to
2014, he served as a director at AGDATA, LP. a provider of payment
facilitation, information services, and software. Mr. Frank was at
Thomson Reuters, a news and information company, from 2006 through
2012, most recently as President, managing a $2.3 billion
investment advisory division that was a combination of Thomson
Financial and

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Reuters. Mr. Frank began his
career at Morgan Guaranty, helping create the award winning ADR.com
portal, which he later sold to Thomson Financial. He also currently
serves on the board of directors of Issuer Direct (NYSE American:
ISDR), a compliance management company since October 2017;
WeConvene, a corporate access platform for the investment industry
since 2013; Social Market Analytics, a data aggregation company
since 2015; and RANE (Risk Assistance Network & Exchange), a
risk management company since 2016. Mr. Frank received a Bachelor
of General Studies from the University of Michigan. We believe Mr.
Frank is well-qualified to serve as a member of the board due to
his extensive experience in technology, analytics and
finance.

Bhanu Choudhrie will be one of our Directors commencing upon
the effective date of the registration statement of which this
prospectus forms a part . Mr. Choudhrie is one of the managing
members of our sponsor. Mr. Choudhrie is a private equity investor
with investments in the United States, United Kingdom, Europe and
Asia. He has served as a Director of Customers Bank since July
2009, and was an original member of Customers Bancorp’s Board
(NYSE:CUBI). On January 30, 2013, Customers Bancorp’s Board
of Directors re-appointed Mr. Choudhrie to a vacant Board seat and
he has served as a Director of Customers Bancorp since then. Mr.
Choudhrie was a Director of Atlantic Coast Financial Corporation
from July 2010 and a Director of Atlantic Coast Bank (a subsidiary
of Atlantic Coast Financial Corporation (NASDAQ:ACFC) with main
offices in Jacksonville, Florida) from February 2016 until the
merger of Atlantic Coast Financial Corporation into Ameris Bank in
May 2018. Mr. Choudhrie has also been an Executive Director of
C&C Alpha Group Limited since November 2006 through February
2014 and then reappointed in August 2014. C&C Alpha Group
Limited is a London based family private equity group, which was
founded in 2002 and has established offices in several countries.
Mr. Choudhrie serves as a Director or officer of various investment
or operating entities formed and/or doing business in the United
States, United Kingdom, Europe and Asia. He also currently serves
as a Trustee of Path to Success, a United Kingdom registered
charity, and as a Director and President of the Choudhrie Family
Foundation, a U.S. foundation. Mr. Choudhrie completed the Harvard
Business School Owner/President Management Program. We believe Mr.
Choudhrie is well-qualified to serve as a member of the board due
to his extensive experience in private equity and banking.

Kuldeep
Malkani will be one of our Directors commencing upon
the effective date of the registration statement of which this
prospectus forms a part. Mr. Malkani was formerly a Portfolio
Manager at Seneca Capital, an event-driven hedge fund, from 2001
through 2015. While at Seneca Capital, he managed an equity
portfolio which included financial services companies and special
purpose acquisition companies. Mr. Malkani was responsible for
identifying, analyzing and sizing positions while also managing
macro risks in individual countries utilizing derivatives to hedge
equity futures and currencies. Since 2016, Mr. Malkani has served
as the co-Chairman of the Sohn India Investment Conference, which
brings together global hedge fund managers to raise money for
pediatric cancer research. Prior to Seneca Capital, Mr. Malkani was
an Analyst at JP Morgan in the Technology, Media and Telecom group
advising on M&A transactions as well as equity capital
placements. Mr. Malkani received his BBA from the Stephen Ross
School of Business at the University of Michigan in 1997. We
believe Mr. Malkani is well-qualified to serve as a member of the
board due to his extensive experience in identifying and analyzing
investment opportunities in public and private companies,
specifically those in the financial services sector.

Number and Terms of
Office of Officers and Directors

We will have seven directors upon completion of this offering. Our
board of directors will be divided into three classes with only one
class of directors being elected in each year and each class
(except for those directors appointed prior to our first annual
meeting of stockholders) serving a three-year term. In accordance
with NYSE corporate governance requirements, we are not required to
hold an annual meeting until one year after our first fiscal year
end following our listing on NYSE. The term of office of the first
class of directors, consisting of Messrs. Date and Frank, will
expire at our first annual meeting of stockholders. The term of
office of the second class of directors, consisting of Messrs.
Hurley and Malkani, will expire at the second annual meeting of
stockholders. The term of office of the third class of directors,
consisting of Messrs Choudhurie, Sidhu and Sidhu, will expire at
the third annual meeting of stockholders.

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

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Director
Independence

NYSE listing standards require that a majority of our board of
directors be independent. An “independent director” is
defined generally as a person other than an officer or employee of
the company or its subsidiaries or any other individual having a
relationship which in the opinion of the company’s board of
directors, would interfere with the director’s exercise of
independent judgment in carrying out the responsibilities of a
director. As of the effective date of the registration statement of
which this prospectus is part, we will appoint four
“independent directors”, as defined in the NYSE listing
standards and applicable SEC rules to serve on our board of
directors, namely, Messrs. Date, Frank, Hurley and Malkani. Our
independent directors will have regularly scheduled meetings at
which only independent directors are present.

Officer and Director
Compensation

None of our officers has received any cash compensation for
services rendered to us. Commencing on the date of this prospectus,
we have agreed to pay an entity affiliated with our sponsor a total
of $2,000 per month for office space, utilities and secretarial and
administrative support. We will pay an entity affiliated with our
President a fee of approximately $16,667 per month following the
consummation of this offering until the earlier of the consummation
of our initial business combination or our liquidation as well as a
bonus of $78,000 upon successful completion of this offering. Other
than this, no compensation of any kind, including any
finder’s fee, reimbursement, consulting fee or monies in
respect of any payment of a loan, will be paid by us to our
sponsor, officers and directors, or any affiliate of our sponsor or
officers, prior to, or in connection with any services rendered in
order to effectuate, the consummation of our initial business
combination (regardless of the type of transaction that it is).
However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due
diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our
sponsor, officers or directors, or our or their affiliates. Any
such payments prior to an initial business combination will be made
using funds held outside the trust account. Other than quarterly
audit committee review of such payments, we do not expect to have
any additional controls in place governing our reimbursement
payments to our directors and executive officers for their
out-of-pocket expenses incurred in connection with identifying and
consummating an initial business combination.

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

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

Committees of the Board
of Directors

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

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Audit Committee

Prior to the consummation of this offering, we will establish an
audit committee of the board of directors. Messrs. Date, Frank and
Malkani will serve as members of our audit committee, and Mr. Date
will chair the audit committee. Under the NYSE listing standards
and applicable SEC rules, we are required to have at least three
members of the audit committee, all of whom must be independent.
Each of Messrs. Date, Frank and Malkani meet the independent
director standard under NYSE listing standards and under Rule
10-A-3(b)(1) of the Exchange Act.

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

We will adopt an audit committee charter, which will detail the
principal functions of the audit committee, including:

• the appointment, compensation, retention, replacement, and
oversight of the work of the independent registered public
accounting firm engaged by us;

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

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

• setting clear policies for audit partner rotation in compliance
with applicable laws and regulations;

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

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

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

Compensation Committee

Prior to the consummation of this offering, we will establish a
compensation committee of the board of directors. Messrs. Hurley
and Malkani will serve as members of our compensation committee.
Under the NYSE listing standards and applicable SEC rules, we are
required to have at least two members of the compensation
committee, all of whom must be independent. Messrs. Hurley and
Malkani are independent and Mr. Malkani will chair the compensation
committee.

We will adopt a compensation committee charter, which will detail
the principal functions of the compensation committee,
including:

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

101

• reviewing and approving on an annual basis the compensation, if any
is paid by us, of all of our other officers;

• reviewing on an annual basis our executive compensation policies
and plans;

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

• assisting management in complying with our proxy statement and
annual report disclosure requirements;

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

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

• reviewing, evaluating and recommending changes, if appropriate, to
the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the
payment to an entity affiliated with our sponsor of $2,000 per
month, for up to 21 months, for office space, utilities and
secretarial and administrative support and reimbursement of
expenses, and payments to an entity affiliated with our President a
fee of approximately $16,667 per month following the consummation
of this offering until the earlier of the consummation of our
initial business combination or our liquidation as well as a bonus
of $78,000 upon successful completion of this offering, no
compensation of any kind, including finders, consulting or other
similar fees, will be paid to any of our existing stockholders,
officers, directors or any of their respective affiliates, prior
to, or for any services they render in order to effectuate the
consummation of an initial business combination. Accordingly, it is
likely that prior to the consummation of an initial business
combination, the compensation committee will only be responsible
for the review and recommendation of any compensation arrangements
to be entered into in connection with such initial business
combination.

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

Nominating and Corporate Governance Committee

Upon the effectiveness of the registration statement of which this
prospectus forms a part, we will establish a nominating and
corporate governance committee. The members of our nominating and
corporate governance will be Messrs. Date and Frank. Mr. Frank will
serve as chair of the nominating and corporate governance
committee.

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

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

• developing, recommending to the board of directors and overseeing
implementation of our corporate governance guidelines;

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

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

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

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Director
Nominations

Our nominating and corporate governance committee will recommend to
the board of directors candidates for nomination for election at
the annual meeting of the stockholders. We have not formally
established any specific, minimum qualifications that must be met
or skills that are necessary for directors to possess. In general,
in identifying and evaluating nominees for director, the board of
directors considers educational background, diversity of
professional experience, knowledge of our business, integrity,
professional reputation, independence, wisdom, and the ability to
represent the best interests of our stockholders.

Compensation Committee
Interlocks and Insider Participation

None of our officers currently serves, or in the past year has
served, as a member of the compensation committee of any entity
that has one or more officers serving on our board of
directors.

Code of
Ethics

Prior to the effectiveness of
this registration statement of which this prospectus forms a part,
we will have adopted a Code of Ethics applicable to our directors,
officers and employees. We will file a copy of our form of Code of
Ethics, our audit committee charter, our compensation committee
charter and our nominating and corporate governance committee
charter as exhibits to the registration statement. You will be able
to review these documents by accessing our public filings at the
SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments
to or waivers of certain provisions of our Code of Ethics in a
Current Report on Form 8-K. See “Where You Can Find
Additional Information.”

Corporate Governance
Guidelines

Our board of directors will adopt corporate governance guidelines
in accordance with the corporate governance rules of the NYSE that
serve as a flexible framework within which our board of directors
and its committees operate. These guidelines will cover a number of
areas including board membership criteria and director
qualifications, director responsibilities, board agenda, roles of
the chairman of the board, chief executive officer and presiding
director, meetings of independent directors, committee
responsibilities and assignments, board member access to management
and independent advisors, director communications with third
parties, director compensation, director orientation and continuing
education, evaluation of senior management and management
succession planning. A copy of our corporate governance guidelines
will be posted on our website.

Conflicts of
Interest

Certain of our officers and directors presently has, and any of
them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or
director is or will be required to present a business combination
opportunity. Accordingly, if any such officers or directors becomes
aware of a business combination opportunity which is suitable for
an entity to which he or she has then-current fiduciary or
contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such
entity. We believe, however, that the fiduciary duties or
contractual obligations our officers or directors will not
materially affect our ability to complete our initial business
combination. Our amended and restated certificate of incorporation
will provide that we renounce our interest in any corporate
opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or
her capacity as a director or officer of our company and such
opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue, and
to the extent the director or officer is permitted to refer that
opportunity to us without violating another legal obligation.

Our sponsor, officers and directors have agreed not to participate
in the formation of, or become an officer or director of any other
special purpose acquisition company with a class of securities
registered under the Exchange Act, until we have entered into a
definitive agreement regarding our initial business combination or
we have failed to complete our initial business combination within
21 months after the closing of this offering. Potential investors
should also be aware of the following other potential conflicts of
interest:

• Other than our President, none of our officers or directors is
required to commit his or her full time to our affairs and,
accordingly, may have conflicts of interest in allocating his or
her time among various business activities.

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

• Our initial stockholders have agreed to waive their redemption
rights with respect to any founder shares and any public shares
held by them in connection with the consummation of our initial
business combination. Additionally, our initial stockholders have
agreed to waive their redemption rights with respect to any founder
shares held by them if we fail to consummate our initial business
combination within 21 months after the closing of this offering. If
we do not complete our initial business combination within such
applicable time period, the proceeds of the sale of the private
placement warrants held in the trust account will be used to fund
the redemption of our public shares, and the private placement
warrants will expire worthless. With certain limited exceptions,
the founder shares will not be transferable, assignable by our
sponsor until the earlier of: (A) one year after the completion of
our initial business combination or (B) subsequent to our initial
business combination, (x) if the last sale price of our Class A
common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business
combination, or (y) the date on which we complete a liquidation,
merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the
right to exchange their shares of common stock for cash, securities
or other property. With certain limited exceptions, the private
placement warrants and the Class A common stock underlying such
warrants, will not be transferable, assignable or saleable by our
sponsor, Chardan or their permitted transferees until 30 days after
the completion of our initial business combination. Since our
sponsor and officers and directors may directly or indirectly own
common stock and warrants following this offering, our officers and
directors may have a conflict of interest in determining whether a
particular target business is an appropriate business with which to
effectuate our initial business combination.

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

• Our sponsor, officers or directors may have a conflict of interest
with respect to evaluating a business combination and financing
arrangements as we may obtain loans from our sponsor or an
affiliate of our sponsor or any of our officers or directors to
finance transaction costs in connection with an intended initial
business combination. Up to $1,500,000 of such loans may be
convertible into warrants at a price of $1.50 per warrant at the
option of the lender. Such warrants would be identical to the
private placement warrants, including as to exercise price,
exercisability and exercise period.

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

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

• the corporation could financially undertake the opportunity;

• the opportunity is within the corporation’s line of business;
and

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

Accordingly, as a result of multiple business affiliations, our
officers and directors may have similar legal obligations relating
to presenting business opportunities meeting the above-listed
criteria to multiple entities. Furthermore, our amended and
restated certificate of incorporation will provide that we renounce
our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such
person solely in his or her capacity as a director or officer of
our company and such opportunity is one we are legally and
contractually permitted to undertake and would otherwise be
reasonable for us to pursue, and to the extent the director or
officer is permitted to refer that opportunity to us without
violating another legal obligation.

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

Ind i vidual | Entity | Entity ’ s
Business | Af f iliation
Jay S. Sidhu | Customers Bank and affiliates | Banking | Officer and Director
BankMobile | Banking | Officer and Director
Samvir S. Sidhu | Customers Bank | Banking | Director
Megalith Capital Management LLC | Investing | Officer
MCG Fund I Manager LLC | Investing | Manager
MCM Manager LLC | Investing | Owner
MCG Fund I Manager GP, LLC | Investing | Owner
Megalith Capital Group Fund I, LP | Investing | Manager
Megalith Capital Group Fund II, LP | Investing | Manager
Philip Watkins | Megalith Capital Management LLC | Investing | Principal
MCM Manager LLC | Investing | Owner
Bhanu Choudhrie (1) | Customers Bank | Banking | Director
C&C Alpha Group Limited | Investing | Director
Quatro Management, Inc. | Investing | Officer and Director
Raj Date | Fenway Summer LLC | Venture Investment | Managing Partner
GreenDot Corporation | Banking and Finance | Director
Prosper | Lending | Director
Circle | Digital Currency | Director
Eric Frank | Lightbox LLC | Data Management | Officer
Issuer Direct | Compliance | Director
WeConvene | Corp. Access | Director
Social Market Analytics | Analytics | Director
RANE | Risk Management | Director

____________

(1) Mr.
Choudhrie is a director of approximately 80 companies, including
portfolio companies of C&C Alpha Group Limited. Mr. Choudhrie
may be obligated to show acquisitions to such companies before we
may pursue such acquisitions.

Accordingly, if any of the above executive officers, directors or
director nominees becomes aware of a business combination
opportunity which is suitable for any of the above entities to
which he or she has current fiduciary or contractual obligations,
he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to
such entity, and only present it to us if such entity rejects the
opportunity. We do not believe, however, that any of the foregoing
fiduciary duties or contractual obligations will materially affect
our ability to complete our business combination. Our amended and
restated certificate of incorporation will provide that we renounce
our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such
person solely in his or her capacity as a director or officer of
our company and such opportunity is one we are legally and
contractually permitted to undertake and would otherwise be
reasonable for us to pursue.

We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers,
directors or their affiliates. In the event we seek to complete our
initial business combination with such a company, we, or a
committee of independent directors, would obtain an opinion from an
independent investment banking firm or another independent firm
that commonly renders valuation opinions for the type of company we
are seeking to acquire, or an independent accounting firm, that
such an initial business combination is fair to our company from a
financial point of view.

In the event that we submit our initial business combination to our
public stockholders for a vote, pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote any founder
shares held by them and any public shares purchased during or after
the offering (including in open market and privately negotiated
transactions) in favor of our initial business combination.

105

Limitation on Liability
and Indemnification of Officers and Directors

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

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

These provisions may discourage stockholders from bringing a
lawsuit against our directors for breach of their fiduciary duty.
These provisions also may have the effect of reducing the
likelihood of derivative litigation against officers and directors,
even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder’s
investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against officers and directors
pursuant to these indemnification provisions.

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

106

PRINCIPAL
STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of our common stock as of the date of this prospectus,
and as adjusted to reflect the sale of our common stock included in
the units offered by this prospectus, and assuming no purchase of
units in this offering, by:

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

• each of our executive officers, directors and director nominees
that beneficially owns shares of our common stock; and

• all our executive officers, directors and director nominees as a
group.

Unless otherwise indicated, we believe that all persons named in
the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. The following
table does not reflect record or beneficial ownership of the
private placement warrants as these warrants are not exercisable
within 60 days of the date of this prospectus.

The following table presents the number of shares and percentage of
our common stock owned by our initial stockholders before and after
this offering. The post-offering numbers and percentages presented
assume that the underwriters do not exercise their over-allotment
option, that our initial stockholders forfeit 562,500 founder
shares on a pro rata basis, and that there are 15,000,000 shares of
our common stock issued and outstanding after this offering.

Before Offering | After
Offering
Name
and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned (2) | Approximate Percentage of Outstanding Common Stock | Number of Shares Beneficially Owned (2) | Approximate Percentage of Outstanding Common Stock
MFA Investor Holdings LLC (3) | 4,312,500 | 100.0 | % | 3,750,000 | 20.0 | %
Jay S. Sidhu (3) | 4,312,500 | 100.0 | % | 3,750,000 | 20.0 | %
Sam S. Sidhu (3) | 0 | — | 0 | —
A.J. Dunklau (3) | 0 | — | 0 | —
Philip Watkins (3) | 0 | — | 0 | —
Bhanu Choudhrie (3) | 4,312,500 | 100.0 | % | 3,750,000 | 20.0 | %
Raj Date (3) | 0 | — | 0 | —
Eric Frank (3) | 0 | — | 0 | —
Chad Hurley (3) | 0 | — | 0 | —
Kuldeep Malkani (3) | 0 | — | 0 | —
All ex ecut iv e o f f icer s , di r ectors and di r ector nominees as a g r oup (9 in d i vidu a ls) | 4,312,500 | 100.0 | % | 3,750,000 | 20.0 | %

____________

* less than 1%

(1) Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Megalith Financial
Acquisition Corp., 1345 Avenue of the Americas, New York, NY
10105.

(2) Interests shown consist solely of founder shares, classified as
shares of Class B common stock. Such shares are convertible into
shares of Class A common stock on a one-for-one basis, subject to
adjustment, as described in the section of this prospectus entitled
“Description of Securities.”

(3) Our
sponsor is the record holder of such shares. Jay S. Sidhu, our
Executive Chairman nominee, and Bhanu Choudhrie, one of our
director nominees, are the managing members of our sponsor and have
voting and investment discretion with respect to the common stock
held by our sponsor. As such, they may be deemed to have beneficial
ownership of the common stock held directly by our sponsor. Each
such person disclaims any beneficial ownership of the reported
shares other than to the extent of any pecuniary interest they may
have therein, directly or indirectly. Each of our officers and
director nominees and in the case of Bhanu Choudhrie (through a
wholly-owned entity, BC Spac Holdings, Ltd.) is a member of our
sponsor.

107

Immediately after this offering, our initial stockholders will
beneficially own 20% of the then-issued and outstanding shares of
our common stock (assuming they do not purchase any units in this
offering). Neither our sponsor nor any of our officers or directors
have expressed an intention to purchase any units in this offering.
If we increase or decrease the size of the offering, we will effect
a stock dividend or a share contribution back to capital, or other
appropriate mechanism, as applicable, with respect to our Class B
common stock immediately prior to the consummation of the offering
in such amount as to maintain the ownership of our initial
stockholders at 20.0% of the issued and outstanding shares of our
common stock upon the consummation of this offering. Because of
this ownership block, our initial stockholders may be able to
effectively influence the outcome of all matters requiring approval
by our stockholders, including the election of directors,
amendments to our amended and restated certificate of incorporation
and approval of significant corporate transactions, including
approval of our initial business combination.

The holders of the founder shares have agreed (A) to vote any
shares owned by them in favor of any proposed initial business
combination and (B) not to redeem any shares in connection with a
stockholder vote to approve a proposed initial business
combination.

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

Restrictions on
Transfers of Founder Shares and Private Placement
Warrants

The founder shares, private
placement warrants and any shares of Class A common stock issued
upon conversion or exercise thereof are each subject to transfer
restrictions pursuant to lock-up provisions in a letter agreement
with us to be entered into by our sponsor, officers and directors.
Those lock-up provisions provide that such securities are not
transferable or salable (i) in the case of the founder shares,
until the earlier of (A) one year after the completion of our
initial business combination or (B) subsequent to our initial
business combination, (x) if the last sale price of our Class A
common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business
combination, or (y) the date on which we complete a liquidation,
merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the
right to exchange their shares of common stock for cash, securities
or other property, and (ii) in the case of the private placement
warrants and the Class A common stock underlying such warrants,
until 30 days after the completion of our initial business
combination (subject, in the case of Chardan, to the 180-day
lock-up period required by FINRA Rule 5110 described in the section
titled “Underwriting” below), except in each case (a)
to our officers or directors or those of Chardan, any affiliates or
family members of any of our officers or directors or those of
Chardan, any members of our sponsor or Chardan, or any affiliates
of our sponsor or Chardan, (b) in the case of an individual, by
gift to a member of one of the members of the individual’s
immediate family or to a trust, the beneficiary of which is a
member of one of the individual’s immediate family, an
affiliate of such person or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an
individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with the
consummation of an initial business combination at prices no
greater than the price at which the shares or warrants were
originally purchased; (f) in the event of our liquidation prior to
the completion of our initial business combination; (g) by virtue
of the laws of Delaware or our sponsor’s limited liability
company agreement or Chardan’s organizational documents upon
dissolution of our sponsor or Chardan; or (h) in the event of our
liquidation, merger, capital stock exchange, reorganization or
other similar transaction which results in all of our stockholders
having the right to exchange their shares of common stock for cash,
securities or other property subsequent to our completion of our
initial business combination; provided, however, that in the case
of clauses (a) through (e) or (g) these permitted transferees must
enter into a written agreement agreeing to be bound by these
transfer restrictions and the other restrictions contained in the
letter agreements and by the same agreements entered into by our
sponsor or Chardan with respect to such securities (including
provisions relating to voting, the trust account and liquidation
distributions described elsewhere in this prospectus).

108

Registration
Rights

The holders of the founder shares, private placement warrants,
warrants that may be issued upon conversion of working capital
loans will have registration rights to require us to register a
sale of any of our securities held by them pursuant to a
registration rights agreement to be signed prior to or on the
effective date of this offering. These holders will be entitled to
make up to three demands, excluding short form registration
demands, that we register such securities for sale under the
Securities Act. In addition, these holders will have
“piggy-back” registration rights to include their
securities in other registration statements filed by us. However,
the registration rights agreement provides that we will not permit
any registration statement filed under the Securities Act to become
effective until termination of the applicable lock-up period, which
is described above under “— Transfers of Founder Shares
and Private Placement Warrants.” Notwithstanding the
foregoing, pursuant to FINRA Rule 5110 Chardan may not exercise its
demand and “piggyback” registration rights after five
(5) and seven (7) years, respectively, after the effective date of
the registration statement of which this prospectus forms a part
and may not exercise its demand rights on more than one occasion.
We will bear the expenses incurred in connection with the filing of
any such registration statements.

109

CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS

In November 2017, we issued an aggregate of 4,312,500 founder
shares to our sponsor for an aggregate purchase price of $25,000 in
cash, or approximately $0.006 per share. The number of founder
shares issued was determined based on the expectation that such
founder shares would represent 20% of the outstanding shares upon
completion of this offering. If we increase or decrease the size of
the offering we will effect a stock dividend or a share
contribution back to capital or other appropriate mechanism, as
applicable, with respect to our Class B common stock immediately
prior to the consummation of the offering in such amount as to
maintain the ownership of our initial stockholders at 20.0% of the
issued and outstanding shares of our common stock upon the
consummation of this offering. Up to 562,500 founder shares are
subject to forfeiture by our sponsor depending on the extent to
which the underwriters’ over-allotment option is exercised.
The founder shares (including the Class A common stock issuable
upon exercise thereof) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holder.

Our sponsor and Chardan have agreed to purchase an aggregate of
6,560,000 private placement warrants (or 7,010,000 private
placement warrants if the overallotment option is exercised in
full) at a price of $1.00 per warrant ($6,560,000 in the aggregate
or $7,010,000 if the overallotment is exercised in full) in a
private placement that will close simultaneously with the closing
of this offering. 5,810,000 private placement warrants will be
purchased by our sponsor (6,260,000 if the overallotment is
exercised in full) and 750,000 private placement warrants will be
purchased by Chardan (regardless of whether the overallotment
option is exercised). Our sponsor and Chardan will be permitted to
transfer the private placement warrants held by them to certain
permitted transferees, including our and Chardan’s officers
and directors and other persons or entities affiliated with or
related to them, but the transferees receiving such securities will
be subject to the same agreements with respect to such securities
as the sponsor. Otherwise, these warrants will not, subject to
certain limited exceptions, be transferable or salable until 30
days after the completion of our initial business combination. The
private placement warrants will be non-redeemable so long as they
are held by our sponsor, Chardan or their permitted transferees.
The private placement warrants may also be exercised by the
sponsor, Chardan and their permitted transferees for cash or on a
cashless basis. In addition, for as long as the private placement
warrants are held by Chardan or its designees or affiliates, they
may not be exercised after five years from the effective date of
the registration statement of which this prospectus forms a part.
Otherwise, the private placement warrants have terms and provisions
that are identical to those of the warrants being sold as part of
the units in this offering, including as to exercise price,
exercisability and exercise period.

As more fully discussed in the section of this prospectus entitled
“Management — Conflicts of Interest,” if any of
our officers or directors becomes aware of an initial business
combination opportunity that falls within the line of business of
any entity to which he or she has then-current fiduciary or
contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such business combination
opportunity to such other entity. Our officers and directors
currently have certain relevant fiduciary duties or contractual
obligations that may take priority over their duties to us.

Commencing on the date of this prospectus, we have agreed Megalith
Capital Management LLC, an entity affiliated with our sponsor, a
total of $2,000 per month for office space, utilities and
secretarial and administrative support. Upon completion of our
initial business combination or our liquidation, we will cease
paying these monthly fees. Accordingly, in the event the
consummation of our initial business combination takes the maximum
21 months, an affiliate of our sponsor will be paid a total of
$48,000 for office space, administrative and support services.

We will pay Christopher & Waverly, Inc., an entity wholly owned
by our President, a fee of approximately $16,667 per month
following the consummation of this offering until the earlier of
the consummation of our initial business combination or our
liquidation as well as a bonus of $78,000 upon successful
completion of this offering.

Other than the foregoing, no compensation of any kind, including
any finder’s fee, reimbursement, consulting fee or monies in
respect of any payment of a loan, will be paid by us to our
sponsor, officers and directors, or any affiliate of our sponsor or
officers, prior to, or in connection with any services rendered in
order to effectuate, the consummation of an initial business
combination (regardless of the type of transaction that it is).
However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due
diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our
sponsor, officers, directors or

110

our or their affiliates and will determine which expenses and the
amount of expenses that will be reimbursed. There is no cap or
ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on our behalf.

Prior to the closing of this offering, our sponsor has agreed to
loan us up to $300,000 to be used for a portion of the expenses of
this offering. These loans are non-interest bearing, unsecured and
are due at the earlier of December 31, 2018 or the closing of this
offering. The loan will be repaid upon the closing of this offering
out of the offering proceeds that have been allocated to the
payment of offering expenses (other than underwriting commissions).
The value of our sponsor’s interest in this transaction
corresponds to the principal amount outstanding under any such
loan.

In addition, in order to
finance transaction costs in connection with an intended initial
business combination, our sponsor or an affiliate of our sponsor or
certain of our officers and directors may, but are not obligated
to, loan us funds as may be required. If we complete an initial
business combination, we would repay such loaned amounts. In the
event that the initial business combination does not close, we may
use a portion of the working capital held outside the trust account
to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at
the option of the lender. The warrants would be identical to the
private placement warrants, including as to exercise price,
exercisability and exercise period. The terms of such loans by our
officers and directors, if any, have not been determined and no
written agreements exist with respect to such loans. We do not
expect to seek loans from parties other than our sponsor or an
affiliate of our sponsor as we do not believe third parties will be
willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our trust account.

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

We will enter into a registration rights agreement with respect to
the private placement warrants, the warrants issuable upon
conversion of working capital loans (if any) and the shares of
Class A common stock issuable upon exercise of the foregoing and
upon conversion of the founder shares, which is described under the
section of this prospectus entitled “Description of
Securities — Registration Rights.”

Related Party
Policy

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

Prior to the consummation of this offering, we will adopt a code of
ethics requiring us to avoid, wherever possible, all conflicts of
interests, except under guidelines or resolutions approved by our
board of directors (or the appropriate committee of our board) or
as disclosed in our public filings with the SEC. Under our code of
ethics, conflict of interest situations will include any financial
transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the company. A
form of the code of ethics that we plan to adopt prior to the
consummation of this offering is filed as an exhibit to the
registration statement of which this prospectus is a part.

In addition, our audit
committee, pursuant to a written charter that we will adopt prior
to the consummation of this offering, will be responsible for
reviewing and approving related party transactions to the extent
that we enter into such transactions. An affirmative vote of a
majority of the members of the audit committee present at a meeting
at which a quorum is present will be required in order to approve a
related party transaction. A majority of the members of the entire
audit committee will constitute a quorum. Without a meeting, the
unanimous written consent of all of the members of the audit
committee will be required to approve a related party transaction.
A form of the audit committee charter that we plan to adopt prior
to the consummation of this offering is filed as an

111

exhibit to the registration
statement of which this prospectus is a part. We also require each
of our directors and executive officers to complete a
directors’ and officers’ questionnaire that elicits
information about related party transactions.

These procedures are intended to determine whether any such related
party transaction impairs the independence of a director or
presents a conflict of interest on the part of a director, employee
or officer.

To further minimize conflicts of interest, we have agreed not to
consummate an initial business combination with an entity that is
affiliated with any of our sponsor, officers or directors unless
we, or a committee of independent directors, have obtained an
opinion from an independent investment banking firm or another
independent firm that commonly renders valuation opinions for the
type of company we are seeking to acquire, or an independent
accounting firm that our initial business combination is fair to
our company from a financial point of view. Furthermore, no
finder’s fees, reimbursements, consulting fee, monies in
respect of any payment of a loan or other compensation will be paid
by us to our sponsor, officers or directors, or any affiliate of
our sponsor or officers, for services rendered to us prior to, or
in connection with any services rendered in order to effectuate,
the consummation of our initial business combination (regardless of
the type of transaction that it is). However, the following
payments will be made to our sponsor, officers or directors, or our
or their affiliates, none of which will be made from the proceeds
of this offering held in the trust account prior to the completion
of our initial business combination:

• Repayment of up to an aggregate of $300,000 in loans made to us by
our sponsor to cover offering-related and organizational
expenses;

• Payment to an entity affiliated with our sponsor of $2,000 per
month, for up to 21 months, for office space, utilities and
secretarial and administrative support;

• We will pay an entity affiliated with our President a fee of
approximately $16,667 per month following the consummation of this
offering until the earlier of the consummation of our initial
business combination or our liquidation as well as a bonus of
$78,000 upon successful completion of this offering;

• Reimbursement for any out-of-pocket expenses related to
identifying, investigating and completing an initial business
combination; and

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

Our audit committee will review on a quarterly basis all payments
that were made to our sponsor, officers or directors, or our or
their affiliates.

112

DESCRIPTION OF
SECURITIES

Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 100,000,000 shares of
Class A common stock, $0.0001 par value, 10,000,000 shares of Class
B common stock, $0.0001 par value, and 1,000,000 shares of
undesignated preferred stock, $0.0001 par value. The following
description summarizes the material terms of our capital stock.
Because it is only a summary, it may not contain all the
information that is important to you.

Units

Each unit has an offering price of $10.00 and consists of one share
of Class A common stock and one redeemable warrant. Each warrant
entitles the holder thereof to purchase one share of our Class A
common stock at a price of $11.50 per share, subject to adjustment
as described in this prospectus.

We expect the Class A common stock and warrants comprising the
units will begin separate trading on the 52 nd day following the closing of this offering unless Chardan informs
us of its decision to allow earlier separate trading, subject to
our having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading
will begin. Once the shares of Class A common stock and warrants
commence separate trading, holders will have the option to continue
to hold units or separate their units into the component
securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into shares of Class
A common stock and warrants.

In no event will the Class A common stock and warrants be traded
separately until we have filed with the SEC a Current Report on
Form 8-K which includes an audited balance sheet reflecting our
receipt of the gross proceeds at the closing of this offering. We
will file a Current Report on Form 8-K which includes this audited
balance sheet upon the completion of this offering, which is
anticipated to take place two business days after the date of this
prospectus. If the underwriters’ over-allotment option is
exercised following the initial filing of such Current Report on
Form 8-K, a second or amended Current Report on Form 8-K will be
filed to provide updated financial information to reflect the
exercise of the underwriters’ over-allotment option.

Common Stock

Upon the closing of this offering, 18,750,000 shares of our common
stock will be outstanding (assuming no exercise of the
underwriters’ over-allotment option and the corresponding
forfeiture of 562,500 founder shares by our sponsor), consisting
of:

• 15,000,000 shares of our Class A common stock underlying the units
being offered in this offering; and

• 3,750,000 shares of Class B common stock held by our initial
stockholders.

If we increase or decrease the size of the offering we will effect
a stock dividend or a share contribution back to capital or other
appropriate mechanism, as applicable, with respect to our Class B
common stock immediately prior to the consummation of the offering
in such amount as to maintain the ownership of our initial
stockholders at 20.0% of the issued and outstanding shares of our
common stock upon the consummation of this offering.

Common stockholders of record
are entitled to one vote for each share held on all matters to be
voted on by stockholders. Holders of the Class A common stock and
holders of the Class B common stock will vote together as a single
class on all matters submitted to a vote of our stockholders,
except as required by law. Unless specified in our amended and
restated certificate of incorporation or bylaws, or as required by
applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of common
stock that are voted is required to approve any such matter voted
on by our stockholders. Our board of directors will be divided into
three classes, each of which will generally serve for a term of
three years with only one class of directors being elected in each
year. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the
directors. Our stockholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of
funds legally available therefor.

Because our amended and restated certificate of incorporation
authorizes the issuance of up to 100,000,000 shares of Class A
common stock, if we were to enter into an initial business
combination, we may (depending on the terms of such an initial
business combination) be required to increase the number of shares
of

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Class A common stock which we are authorized to issue at the same
time as our stockholders vote on the initial business combination
to the extent we seek stockholder approval in connection with our
initial business combination.

In accordance with NYSE corporate governance requirements, we are
not required to hold an annual meeting until not later than one
year after our first full fiscal year end following our listing on
NYSE. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of
electing directors in accordance with our bylaws unless such
election is made by written consent in lieu of such a meeting. We
may not hold an annual meeting of stockholders to elect new
directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if
our stockholders want us to hold an annual meeting prior to the
consummation of our initial business combination, they may attempt
to force us to hold one by submitting an application to the
Delaware Court of Chancery in accordance with Section 211(c) of the
DGCL.

We will provide our stockholders with the opportunity to redeem all
or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of our initial
business combination including interest earned on the funds held in
the trust account and not previously released to us to pay our
franchise and income taxes, divided by the number of then
outstanding public shares, subject to the limitations described
herein. The amount in the trust account is initially anticipated to
be approximately $10.10 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay
to the underwriters. Our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any
founder shares and any public shares held by them in connection
with the completion of our initial business combination. Unlike
many blank check companies that hold stockholder votes and conduct
proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares
for cash upon completion of such initial business combinations even
when a vote is not required by law, if a stockholder vote is not
required by law and we do not decide to hold a stockholder vote for
business or other legal reasons, we will, pursuant to our amended
and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial
business combination. Our amended and restated certificate of
incorporation will require these tender offer documents to contain
substantially the same financial and other information about the
initial business combination and the redemption rights as is
required under the SEC’s proxy rules. If, however, a
stockholder approval of the transaction is required by law, or we
decide to obtain stockholder approval for business or other legal
reasons, we will, like many blank check companies, offer to redeem
shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. If we seek
stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination.
A quorum for such meeting will consist of the holders present in
person or by proxy of shares of outstanding capital stock of the
company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote
at such meeting.

However, the participation of our sponsor, officers, directors,
advisors or their affiliates in privately-negotiated transactions
(as described in this prospectus), if any, could result in the
approval of our initial business combination even if a majority of
our public stockholders vote, or indicate their intention to vote,
against such business combination. For purposes of seeking approval
of the majority of our outstanding shares of common stock voted,
non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. We intend to give
approximately 30 days (but not less than 10 days nor more than 60
days) prior written notice of any such meeting, if required, at
which a vote shall be taken to approve our initial business
combination. These quorum and voting thresholds, and the voting
agreements of our initial stockholders, may make it more likely
that we will consummate our initial business combination.

If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our
amended and restated certificate of incorporation will provide that
a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the
shares of common stock sold in this offering, which we refer to as
the Excess Shares. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our

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initial business combination. Our stockholders’ inability to
redeem the Excess Shares will reduce their influence over our
ability to complete our initial business combination, and such
stockholders could suffer a material loss in their investment if
they sell such Excess Shares on the open market. Additionally, such
stockholders will not receive redemption distributions with respect
to the Excess Shares if we complete the initial business
combination. And, as a result, such stockholders will continue to
hold that number of shares exceeding 15% and, in order to dispose
such shares would be required to sell their stock in open market
transactions, potentially at a loss.

If we seek stockholder
approval in connection with our initial business combination,
pursuant to the letter agreement our sponsor, officers and
directors have agreed to vote their founder shares and any public
shares purchased during or after this offering (including in open
market and privately negotiated transactions) in favor of our
initial business combination. As a result, in addition to our
initial stockholders’ founder shares, we would need only
5,625,001, or 37.5%, of the 15,000,000 public shares sold in this
offering to be voted in favor of an initial business combination
(assuming all outstanding shares are voted and our officers and
directors do not purchase any units in this offering) in order to
have our initial business combination approved (assuming the
over-allotment option is not exercised). Additionally, each public
stockholder may elect to redeem its public shares irrespective of
whether they vote for or against the proposed transaction (subject
to the limitation described in the preceding paragraph).

Pursuant to our amended and restated certificate of incorporation,
if we are unable to complete our initial business combination
within 21 months from the closing of this offering, we 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 subject to lawfully available funds therefor, redeem the
public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not
previously released to us to pay our franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Our sponsor, officers
and directors have entered into a letter agreement with us,
pursuant to which they have agreed to waive their rights to
liquidating distributions from the trust account with respect to
any founder shares held by them if we fail to complete our initial
business combination within 21 months from the closing of this
offering. However, if our initial stockholders acquire public
shares in or after this offering, they will be entitled to
liquidating distributions from the trust account with respect to
such public shares if we fail to complete our initial business
combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the
company after an initial business combination, our stockholders are
entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after
provision is made for each class of stock, if any, having
preference over the common stock. Our stockholders have no
preemptive or other subscription rights. There are no sinking fund
provisions applicable to the common stock, except that we will
provide our stockholders with the opportunity to redeem their
public shares for cash equal to their pro rata share of the
aggregate amount then on deposit in the trust account, upon the
completion of our initial business combination, subject to the
limitations described herein.

Founder
Shares

The founder shares are
identical to the shares of Class A common stock included in the
units being sold in this offering, and holders of founder shares
have the same stockholder rights as public stockholders, except
that (i) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (ii) our sponsor,
officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed (A) to waive their
redemption rights with respect to any founder shares and any public
shares held by them in connection with the completion of our
initial business combination, (B) to waive their redemption rights
with respect to their founder shares and public shares in
connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation (x) to modify the
substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination
within 21 months from the closing of this offering or (y) with
respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (C) to
waive their rights to liquidating distributions from the trust
account with respect to any founder shares held by them if we fail
to complete our initial business combination within 21 months from
the closing of this offering,

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although they will be
entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our
initial business combination within such time period, (iii) the
founder shares are shares of our Class B common stock that will
automatically convert into shares of our Class A common stock at
the time of our initial business combination, or at any time prior
thereto at the option of the holder, on a one-for-one basis,
subject to adjustment as described herein, and (iv) are entitled to
registration rights. If we submit our initial business combination
to our public stockholders for a vote, our sponsor, officers and
directors have agreed pursuant to the letter agreement to vote any
founder shares held by them and any public shares purchased during
or after this offering (including in open market and privately
negotiated transactions) in favor of our initial business
combination.

The shares of Class B common
stock will automatically convert into shares of Class A common
stock at the time of our initial business combination on a
one-for-one basis (subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment as provided herein. In the case that
additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts
offered in this prospectus and related to the closing of the
initial business combination, the ratio at which shares of Class B
common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with
respect to any such issuance or deemed issuance) so that the number
of shares of Class A common stock issuable upon conversion of all
shares of Class B common stock will equal, in the aggregate, on an
as-converted basis, 20% of the sum of the total number of all
shares of common stock outstanding upon completion of this offering
plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with the initial
business combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in the initial
business combination and any private placement-equivalent warrants
issued to our sponsor or its affiliates upon conversion of loans
made to us). We cannot determine at this time whether a majority of
the holders of our Class B common stock at the time of any future
issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to)
the following: (i) closing conditions which are
part of the agreement for our initial business combination; (ii)
negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing
financing which would trigger the anti-dilution provisions of the
Class B common stock. Holders of founder shares may also elect to
convert their shares of Class B common stock into an equal number
of shares of Class A common stock, subject to adjustment as
provided above, at any time. The term “equity-linked
securities” refers to any debt or equity securities that are
convertible, exercisable or exchangeable for shares of Class A
common stock issues in a financing transaction in connection with
our initial business combination, including but not limited to a
private placement of equity or debt. Securities could be
“deemed issued” for purposes of the conversion rate
adjustment if such shares are issuable upon the conversion or
exercise of convertible securities, warrants or similar
securities.

With certain limited exceptions, the founder shares are not
transferable, assignable or salable (except to our officers and
directors and other persons or entities affiliated with our
sponsor, each of whom will be subject to the same transfer
restrictions) until the earlier of (A) one year after the
completion of our initial business combination or (B) subsequent to
our initial business combination, (x) if the last sale price of our
Class A common stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date on which we complete
a liquidation, merger, capital stock exchange, reorganization or
other similar transaction that results in all of our stockholders
having the right to exchange their shares of common stock for cash,
securities or other property.

Preferred
Stock

Our amended and restated
certificate of incorporation will provide that shares of preferred
stock may be issued from time to time in one or more series. Our
board of directors will be authorized to fix the voting rights, if
any, designations, powers, preferences, the relative,
participating, optional or other special rights and any
qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors will be able to,
without stockholder approval, issue preferred stock with voting and
other rights that could adversely affect the voting power and other
rights of the holders of the common stock and could have
anti-takeover effects. The ability of our board of directors to
issue preferred stock without stockholder approval could have the
effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no preferred
stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you
that we will not do so in the future. No shares of preferred stock
are being issued or registered in this offering.

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Redeemable
Warrants

Public Stockholders’ Warrants

Each warrant entitles the registered holder to purchase one share
of our Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the
later of 12 months from the closing of this offering or 30 days
after the completion of our initial business combination. The
warrants will expire five years after the completion of our initial
business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.

We will not be obligated to deliver any shares of Class A common
stock pursuant to the exercise of a warrant and will have no
obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the shares of
Class A common stock underlying the warrants is then effective and
a prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No
warrant will be exercisable and we will not be obligated to issue
shares of Class A common stock upon exercise of a warrant unless
Class A common stock issuable upon such warrant exercise has been
registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of the
warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant,
the holder of such warrant will not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In
no event will we be required to net cash settle any warrant. In the
event that a registration statement is not effective for the
exercised warrants, the purchaser of a unit containing such warrant
will have paid the full purchase price for the unit solely for the
share of Class A common stock underlying such unit.

We are not registering the shares of Class A common stock issuable
upon exercise of the warrants at this time. However, we have agreed
that as soon as practicable, but in no event later than 15 business
days after the closing of our initial business combination, we will
use our best efforts to file with the SEC a registration statement
covering the shares of Class A common stock issuable upon exercise
of the warrants, to cause such registration statement to become
effective and to maintain a current prospectus relating to those
shares of Class A common stock until the warrants expire or are
redeemed, as specified in the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon
exercise of the warrants is not effective by the 60 th business day after the closing of our initial business combination,
warrantholders may, until such time as there is an effective
registration statement and during any period when we will have
failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our Class A common stock is at the
time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a
“covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file
or maintain in effect a registration statement, and in the event we
do not so elect, we will use our best efforts to register or
qualify the shares under applicable blue sky laws to the extent an
exemption is not available.

Once the warrants become exercisable, we may call the warrants for
redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of
redemption (the “30-day redemption period”) to each
warrantholder; and

• if, and only if, the reported last sale price of the Class A common
stock equals or exceeds $24.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day period ending
three business days before we send the notice of redemption to the
warrantholders.

If and when the warrants become redeemable by us, we may not
exercise our redemption right if the issuance of shares of common
stock upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are
unable to effect such registration or qualification. We will use
our best efforts to register or qualify such shares of common stock
under the blue sky laws of the state of residence in those states
in which the warrants were offered by us in this offering.

117

We have established the last of the redemption criterion discussed
above to prevent a redemption call unless there is at the time of
the call a significant premium to the warrant exercise price. If
the foregoing conditions are satisfied and we issue a notice of
redemption of the warrants, each warrantholder will be entitled to
exercise its warrant prior to the scheduled redemption date.
However, the price of the Class A common stock may fall below the
$24.00 redemption trigger price (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like)
as well as the $11.50 warrant exercise price after the redemption
notice is issued.

If we call the warrants for redemption as described above, our
management will have the option to require any holder that wishes
to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their
warrants on a “cashless basis,” our management will
consider, among other factors, our cash position, the number of
warrants that are outstanding and the dilutive effect on our
stockholders of issuing the maximum number of shares of Class A
common stock issuable upon the exercise of our warrants. If our
management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for
that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of
Class A common stock underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the
“fair market value” (defined below) by (y) the fair
market value. The “fair market value” shall mean the
average reported last sale price of the Class A common stock for
the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of
warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to
calculate the number of shares of Class A common stock to be
received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in
this manner will reduce the number of shares to be issued and
thereby lessen the dilutive effect of a warrant redemption. We
believe this feature is an attractive option to us if we do not
need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and
our management does not take advantage of this option, our sponsor,
Chardan or their permitted transferees would still be entitled to
exercise their private placement warrants for cash or on a cashless
basis using the same formula described above that other
warrantholders would have been required to use had all
warrantholders been required to exercise their warrants on a
cashless basis, as described in more detail below.

A holder of a warrant may notify us in writing in the event it
elects to be subject to a requirement that such holder will not
have the right to exercise such warrant, to the extent that after
giving effect to such exercise, such person (together with such
person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or
such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such
exercise.

If the number of outstanding shares of Class A common stock is
increased by a stock dividend payable in shares of Class A common
stock, or by a split-up of shares of Class A common stock or other
similar event, then, on the effective date of such stock dividend,
split-up or similar event, the number of shares of Class A common
stock issuable on exercise of each warrant will be increased in
proportion to such increase in the outstanding shares of Class A
common stock. A rights offering to holders of Class A common stock
entitling holders to purchase shares of Class A common stock at a
price less than the fair market value will be deemed a stock
dividend of a number of shares of Class A common stock equal to the
product of (i) the number of shares of Class A common stock
actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible
into or exercisable for Class A common stock) and (ii) one (1)
minus the quotient of (x) the price per share of Class A common
stock paid in such rights offering divided by (y) the fair market
value. For these purposes (i) if the rights offering is for
securities convertible into or exercisable for Class A common
stock, in determining the price payable for Class A common stock,
there will be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise
or conversion and (ii) fair market value means the volume weighted
average price of Class A common stock as reported during the ten
(10) trading day period ending on the trading day prior to the
first date on which the shares of Class A common stock trade on the
applicable exchange or in the applicable market, regular way,
without the right to receive such rights.

In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a
dividend or make a distribution in cash, securities or other assets
to the holders of Class A common stock on account of such shares of
Class A common stock (or other shares of our capital stock into
which the warrants are convertible), other than (a) as described
above, (b) certain ordinary cash dividends, (c) to satisfy the
redemption rights of the holders of Class A common stock in
connection with a proposed initial business combination, (d) to
satisfy the redemption rights of the holders of Class A common
stock in connection with a stockholder vote to amend our amended
and restated certificate of incorporation

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(i) to modify the substance
or timing of our obligation to redeem 100% of our Class A common
stock if we do not complete our initial business combination within
21 months from the closing of this offering or (ii) with respect to
any other provision relating to stockholders’ rights or
pre-initial business combination activity, or (e) in connection
with the redemption of our public shares upon our failure to
complete our initial business combination, then the warrant
exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair
market value of any securities or other assets paid on each share
of Class A common stock in respect of such event.

If the number of outstanding shares of our Class A common stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Class A common stock or other similar
event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar
event, the number of shares of Class A common stock issuable on
exercise of each warrant will be decreased in proportion to such
decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable
upon the exercise of the warrants is adjusted, as described above,
the warrant exercise price will be adjusted by multiplying the
warrant exercise price immediately prior to such adjustment by a
fraction (x) the numerator of which will be the number of shares of
Class A common stock purchasable upon the exercise of the warrants
immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of Class A common stock so
purchasable immediately thereafter.

In
addition, except in the case of the private placement warrants purchased by Chardan, if (x) we issue additional shares of Class
A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.50 per share of Class A common stock (with such issue price
or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination, and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day
period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the $24.00 per share redemption trigger price described above will be adjusted (to the nearest
cent) to be equal to 240% of the Market Value.

In case of any reclassification or reorganization of the
outstanding shares of Class A common stock (other than those
described above or that solely affects the par value of such shares
of Class A common stock), or in the case of any merger or
consolidation of us with or into another corporation (other than a
consolidation or merger in which we are the continuing corporation
and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case
of any sale or conveyance to another corporation or entity of the
assets or other property of us as an entirety or substantially as
an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified
in the warrants and in lieu of the shares of our Class A common
stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the warrants would have received if
such holder had exercised their warrants immediately prior to such
event. If less than 70% of the consideration receivable by the
holders of Class A common stock in such a transaction is payable in
the form of Class A common stock in the successor entity that is
listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the
registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the
warrant agreement based on the Black-Scholes value (as defined in
the warrant agreement) of the warrant. The purpose of such exercise
price reduction is to provide additional value to holders of the
warrants when an extraordinary transaction occurs during the
exercise period of the warrants pursuant to which the holders of
the warrants otherwise do not receive the full potential value of
the warrants in order to determine and realize the option value
component of the warrant. This formula is to compensate the warrant
holder for the loss of the option value portion of the warrant due
to the requirement that the warrant holder exercise the warrant
within 30 days of the event. The Black-Scholes model is an accepted
pricing model for estimating fair market value where no quoted
market price for an instrument is available.

The warrants will be issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. You should review a copy of the warrant
agreement, which will

119

be filed as an exhibit to the registration statement of which this
prospectus is a part, for a complete description of the terms and
conditions applicable to the warrants. The warrant agreement
provides that the terms of the warrants may be amended without the
consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval by the holders of at
least 65% of the then outstanding public warrants to make any
change that adversely affects the interests of the registered
holders of public warrants.

The warrants may be exercised
upon surrender of the warrant certificate on or prior to the
expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate
completed and executed as indicated, accompanied by full payment of
the exercise price (or on a cashless basis, if applicable), by
certified or official bank check payable to us, for the number of
warrants being exercised. The warrantholders do not have the rights
or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of
Class A common stock. After the issuance of shares of Class A
common stock upon exercise of the warrants, each holder will be
entitled to one (1) vote for each share held of record on all
matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to
receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number of shares of Class A common
stock to be issued to the warrantholder.

Private Placement Warrants

The private placement warrants (including the Class A common stock
issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the
completion of our initial business combination (except, among other
limited exceptions as described under the section of this
prospectus entitled “Principal Stockholders —
Restrictions on Transfers of Founder Shares and Private Placement
Warrants,” to our officers and directors and other persons or
entities affiliated with our sponsor) and they will not be
redeemable by us so long as they are held by our sponsor, Chardan
or their permitted transferees. Our sponsor, Chardan or their
permitted transferees, have the option to exercise the private
placement warrants on a cashless basis. Except as described below,
the private placement warrants have terms and provisions that are
identical to those of the warrants being sold as part of the units
in this offering, including as to exercise price, exercisability
and exercise period. If the private placement warrants are held by
holders other than the sponsor, Chardan or their permitted
transferees, the private placement warrants will be redeemable by
us and exercisable by the holders on the same basis as the warrants
included in the units being sold in this offering.

If holders of the private placement warrants elect to exercise them
on a cashless basis, they would pay the exercise price by
surrendering their warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying
the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair
market value” shall mean the average reported last sale price
of the Class A common stock for the 10 trading days ending on the
third trading day prior to the date on which the notice of warrant
exercise is sent to the warrant agent. The reason that we have
agreed that these warrants will be exercisable on a cashless basis
so long as they are held by the sponsor, Chardan or their permitted
transferees is because it is not known at this time whether they
will be affiliated with us following an initial business
combination. If they remain affiliated with us, their ability to
sell our securities in the open market will be significantly
limited. We expect to have policies in place that prohibit insiders
from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to
sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information.
Accordingly, unlike public stockholders who could sell the shares
of Class A common stock issuable upon exercise of the warrants
freely in the open market, the insiders could be significantly
restricted from doing so. As a result, we believe that allowing the
holders to exercise such warrants on a cashless basis is
appropriate.

In order to finance transaction costs in connection with an
intended initial business combination, our sponsor or an affiliate
of our sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds as may be required. Up to
$1,500,000 of such loans may be convertible into warrants at a
price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise
period.

Our sponsor has agreed not to
transfer, assign or sell any of the private placement warrants
(including the Class A common stock issuable upon exercise of any
of these warrants) until the date that is 30 days after the
date

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we complete our initial
business combination, except that, among other limited exceptions
as described under the section of this prospectus entitled
“Principal Stockholders — Restrictions on Transfers of
Founder Shares and Private Placement Warrants” made to our
officers and directors and other persons or entities affiliated
with our sponsor.

Dividends

We have not paid any cash
dividends on our common stock to date and do not intend to pay cash
dividends prior to the completion of an initial business
combination. The payment of cash dividends in the future will be
dependent upon our revenues and earnings, if any, capital
requirements and general financial conditions subsequent to
completion of an initial business combination. The payment of any
cash dividends subsequent to an initial business combination will
be within the discretion of our board of directors at such time. If
we increase or decrease the size of the offering we will effect a
stock dividend or a share contribution back to capital or other
appropriate mechanism, as applicable, with respect to our Class B
common stock immediately prior to the consummation of the offering
in such amount as to maintain the ownership of our initial
stockholders at 20.0% of the issued and outstanding shares of our
common stock upon the consummation of this offering. Further, if we
incur any indebtedness, our ability to declare dividends may be
limited by restrictive covenants we may agree to in connection
therewith.

Our Transfer Agent and
Warrant Agent

The transfer agent for our common stock and warrant agent for our
warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company
in its roles as transfer agent and warrant agent, its agents and
each of its stockholders, directors, officers and employees against
all claims and losses that may arise out of acts performed or
omitted for its activities in that capacity, except for any
liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.

Our Amended and Restated
Certificate of Incorporation

Our amended and restated certificate of incorporation will contain
certain requirements and restrictions relating to this offering
that will apply to us until the completion of our initial business
combination. These provisions cannot be amended without the
approval of the holders of 65% of our common stock. Our initial
stockholders, who will collectively beneficially own 20% of our
common stock upon the closing of this offering (assuming they do
not purchase any units in this offering), will participate in any
vote to amend our amended and restated certificate of incorporation
and will have the discretion to vote in any manner they choose.
Specifically, our amended and restated certificate of incorporation
provides, among other things, that:

• If we are unable to complete our initial business combination
within 21 months from the closing of this offering, we will (i)
cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem
100% of the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income
taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other
applicable law;

• Prior to our initial business combination, we may not issue
additional shares of capital stock that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote on
any initial business combination;

• Although we do not intend to
enter into an initial business combination with a target business
that is affiliated with our sponsor, officers, directors or their
affiliates, we are not prohibited from doing so. In the event we
enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment
banking firm or another independent firm that commonly renders
valuation opinions for the type of company we are seeking to
acquire, or an independent accounting firm that such an initial
business combination is fair to our company from a financial point
of view;

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• If a stockholder vote on our initial business combination is not
required by law and we do not decide to hold a stockholder vote for
business or other legal reasons, we will offer to redeem our public
shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
Act, and will file tender offer documents with the SEC prior to
completing our initial business combination which contain
substantially the same financial and other information about our
initial business combination and the redemption rights as is
required under Regulation 14A of the Exchange Act; whether or not
we maintain our registration under the our Exchange Act or our
listing on NYSE, we will provide our public stockholders with the
opportunity to redeem their public shares by one of the two methods
listed above;

• So long as we obtain and maintain a listing for our securities on
NYSE, NYSE rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80%
of the value of the assets held in the trust account (excluding the
deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of our signing a
definitive agreement in connection with our initial business
combination;

• If our stockholders approve an amendment to our amended and
restated certificate of incorporation (i) to modify the substance
or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within 21
months from the closing of this offering or (ii) with respect to
any other provision relating to stockholders’ rights or
pre-business combination activity, we will provide our public
stockholders with the opportunity to redeem all or a portion of
their shares of Class A common stock upon such approval at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to
us to pay our franchise and income taxes, divided by the number of
then outstanding public shares; and

• We will not effectuate our initial business combination with
another blank check company or a similar company with nominal
operations.

In addition, our amended and restated certificate of incorporation
will provide that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be
less than $5,000,001 upon consummation of our initial business
combination and after payment of underwriters’ fees and
commissions.

Certain Anti-Takeover
Provisions of Delaware Law and our Amended and Restated Certificate
of Incorporation and Bylaws

We will be subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers upon completion of this offering.
This statute prevents certain Delaware corporations, under certain
circumstances, from engaging in a “business
combination” with:

• a stockholder who owns 15% or more of our outstanding voting stock
(otherwise known as an “interested stockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years
following the date that the stockholder became an interested
stockholder.

A “business combination” includes a merger or sale of
more than 10% of our assets. However, the above provisions of
Section 203 do not apply if:

• our board of directors approves the transaction that made the
stockholder an “interested stockholder,” prior to the
date of the transaction;

• after the completion of the transaction that resulted in the
stockholder becoming an interested stockholder, that stockholder
owned at least 85% of our voting stock outstanding at the time the
transaction commenced, other than statutorily excluded shares of
common stock; or

• on or subsequent to the date
of the transaction, the initial business combination is approved by
our board of directors and authorized at a meeting of our
stockholders, and not by written consent, by an affirmative vote of
at least two-thirds of the outstanding voting stock not owned by
the interested stockholder.

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Our amended and restated certificate of incorporation will provide
that our board of directors will be classified into three classes
of directors. As a result, in most circumstances, a person can gain
control of our board only by successfully engaging in a proxy
contest at two or more annual meetings.

Our authorized but unissued common stock and preferred stock are
available for future issuances without stockholder approval and
could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and
employee benefit plans. The existence of authorized but unissued
and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.

Exclusive forum for certain lawsuits

Our amended and restated certificate of incorporation will require,
to the fullest extent permitted by law, that derivative actions
brought in our name, actions against directors, officers and
employees for breach of fiduciary duty and other similar actions
may be brought only in the Court of Chancery in the State of
Delaware and, if brought outside of Delaware, the stockholder
bringing the suit will be deemed to have consented to service of
process on such stockholder’s counsel. Although we believe
this provision benefits us by providing increased consistency in
the application of Delaware law in the types of lawsuits to which
it applies, the provision may have the effect of discouraging
lawsuits against our directors and officers.

Special meeting of stockholders

Our bylaws provide that special meetings of our stockholders may be
called only by a majority vote of our board of directors, by our
Chief Executive Officer or by our Chairman.

Advance notice requirements for stockholder proposals and director
nominations

Our bylaws provide that stockholders seeking to bring business
before our annual meeting of stockholders, or to nominate
candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in
writing. To be timely, a stockholder’s notice will need to be
received by the company secretary at our principal executive
offices not later than the close of business on the 90 th day nor earlier than the opening of business on the 120 th day prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Pursuant to Rule 14a-8 of the
Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein.
Our bylaws also specify certain requirements as to the form and
content of a stockholders’ meeting. These provisions may
preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at
our annual meeting of stockholders.

Action by written consent

Subsequent to the consummation of the offering, any action required
or permitted to be taken by our common stockholders must be
effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the
stockholders other than with respect to our Class B common
stock.

Classified Board of Directors

Our board of directors will initially be divided into three
classes, Class I, Class II and Class III, with members of each
class serving staggered three-year terms. Our amended and restated
certificate of incorporation will provide that the authorized
number of directors may be changed only by resolution of the board
of directors. Subject to the terms of any preferred stock, any or
all of the directors may be removed from office at any time, but
only for cause and only by the affirmative vote of holders of a
majority of the voting power of all then outstanding shares of our
capital stock entitled to vote generally in the election of
directors, voting together as a single class. Any vacancy on our
board of directors, including a vacancy resulting from an
enlargement of our board of directors, may be filled only by vote
of a majority of our directors then in office.

Class B Common Stock Consent Right

For so long as any shares of Class B common stock remain
outstanding, we may not, without the prior vote or written consent
of the holders of a majority of the shares of Class B common stock
then outstanding, voting

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separately as a single class, amend, alter or repeal any provision
our certificate of incorporation, whether by merger, consolidation
or otherwise, if such amendment, alteration or repeal would alter
or change the powers, preferences or relative, participating,
optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the
holders of Class B common stock may be taken without a meeting,
without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by
the holders of the outstanding Class B common stock having not less
than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares of
Class B common stock were present and voted.

Securities Eligible for
Future Sale

Immediately after the consummation of this offering (assuming no
exercise of the underwriters’ over-allotment option) we will
have 18,750,000 (or 21,562,500 if the underwriters’
over-allotment option is exercised in full) shares of common stock
outstanding. Of these shares, the 15,000,000 shares (or 17,250,000
if the underwriters’ over-allotment option is exercised in
full) sold in this offering will be freely tradable without
restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the
meaning of Rule 144 under the Securities Act. All of the remaining
3,750,000 (or 4,312,500 if the underwriters’ over-allotment
option is exercised in full) shares and all 6,560,000 private
placement warrants (or 7,010,000 if the overallotment option is
exercised in full) are restricted securities under Rule 144, in
that they were issued in private transactions not involving a
public offering, and the shares of Class B common stock and private
placement warrants are subject to transfer restrictions as set
forth elsewhere in this prospectus. These restricted securities
will be entitled to registration rights as more fully described
below under “— Registration Rights.”

Rule 144

Pursuant to Rule 144, a person who has beneficially owned
restricted shares of our common stock or warrants for at least six
months would be entitled to sell their securities provided that (i)
such person is not deemed to have been one of our affiliates at the
time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting
requirements for at least three months before the sale and have
filed all required reports under Section 13 or 15(d) of the
Exchange Act during the 12 months (or such shorter period as we
were required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of our common
stock or warrants for at least six months but who are our
affiliates at the time of, or at any time during the three months
preceding, a sale, would be subject to additional restrictions, by
which such person would be entitled to sell within any three-month
period only a number of securities that does not exceed the greater
of:

• 1% of the total number of shares of Class A common stock then
outstanding, which will equal 150,000 shares immediately after this
offering (or 172,500 if the underwriters exercise their
over-allotment option in full); or

• the average weekly reported trading volume of the common stock
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions and notice requirements and to the availability
of current public information about us.

Restrictions on the Use
of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a
shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are
met:

• the issuer of the securities that was formerly a shell company has
ceased to be a shell company;

• the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act;

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• the issuer of the securities has filed all Exchange Act reports and
materials required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to
file such reports and materials), other than Current Reports on
Form 8-K; and

• at least one year has elapsed from the time that the issuer filed
current Form 10 type information with the SEC reflecting its status
as an entity that is not a shell company.

As a result, our initial stockholders will be able to sell their
founder shares and private placement warrants, as applicable,
pursuant to Rule 144 without registration one year after we have
completed our initial business combination.

Registration
Rights

The holders of the founder shares, private placement warrants and
warrants that may be issued upon conversion of working capital
loans (and any shares of Class A common stock issuable upon the
exercise of the private placement warrants and warrants that may be
issued upon conversion of working capital loans and upon conversion
of the founder shares) will be entitled to registration rights
pursuant to a registration rights agreement to be signed prior to
or on the effective date of this offering, requiring us to register
such securities for resale (in the case of the founder shares, only
after conversion to our Class A common stock). The holders of the
majority of these securities are entitled to make up to three
demands, excluding short form demands, that we register such
securities. In addition, the holders have certain
“piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of our
initial business combination and rights to require us to register
for resale such securities pursuant to Rule 415 under the
Securities Act. However, the registration rights agreement provides
that we will not permit any registration statement filed under the
Securities Act to become effective until termination of the
applicable lock-up period. In the case of the founder shares, the
lock-up period will expire on the earlier of (A) one year after the
completion of our initial business combination or (B) subsequent to
our initial business combination, (x) if the last sale price of our
Class A common stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date on which we complete
a liquidation, merger, capital stock exchange, reorganization or
other similar transaction that results in all of our stockholders
having the right to exchange their shares of common stock for cash,
securities or other property. In the case of the private placement
warrants and the respective Class A common stock underlying such
warrants, the lock-up period will expire 30 days after the
completion of our initial business combination. In the case of
Chardan, in addition to the foregoing restriction on transfer of
the private placement warrants until 30 days after the completion
of our initial business combination, the private placement warrants
purchased by Chardan shall not be sold during the offering, or
sold, transferred, assigned, pledged or hypothecated for a period
of 180 days immediately following the date of effectiveness of the
registration statement of which this prospectus forms a part or
commencement of sales of this offering, except to any member
participating in the offering and the officers or partners thereof,
if all securities so transferred remain subject to the lock-up
restriction described in this sentence for the remainder of the
time period. Additionally, the private placement warrants purchased
by Chardan shall not be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the
economic disposition of the securities by any person for a period
of 180 days immediately following the date of effectiveness of the
registration statement of which this prospectus forms a part or
commencement of sales of this offering. Furthermore,
notwithstanding the foregoing, pursuant to FINRA Rule 5110 Chardan
may not exercise its demand and “piggyback”
registration rights after five (5) and seven (7) years,
respectively, after the effective date of the registration
statement of which this prospectus forms a part and may not
exercise its demand rights on more than one occasion. We will bear
the expenses incurred in connection with the filing of any such
registration statements.

Listing of
Securities

We have applied to list our units, Class A common stock and
warrants on the NYSE under the symbols “MFACU,”
“MFAC” and “MFACW,” respectively. We expect
that our units will be listed on the NYSE on or promptly after the
effective date of the registration statement. Following the date
the shares of our Class A common stock and warrants are eligible to
trade separately, we anticipate that the shares of our Class A
common stock and warrants will be listed separately and as a unit
on the NYSE. We cannot guarantee that our securities will be
approved for listing on the NYSE.

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MATERIAL U.S. FEDERAL
INCOME TAX CONSIDERATIONS

The following is a discussion of certain material U.S. federal
income tax consequences of the acquisition, ownership and
disposition of our units, shares of Class A common stock and
warrants, which we refer to collectively as our securities. Because
the components of a unit are separable at the option of the holder,
the holder of a unit generally should be treated, for U.S. federal
income tax purposes, as the owner of the underlying Class A common
stock and one redeemable warrant components of the unit, as the
case may be. As a result, the discussion below with respect to
actual holders of Class A common stock and warrants should also
apply to holders of units (as the deemed owners of the underlying
Class A common stock and warrants that comprise the units). This
discussion applies only to securities that are held as capital
assets for U.S. federal income tax purposes and is applicable only
to holders who purchased units in this offering.

This discussion is a summary only and does not describe all of the
tax consequences that may be relevant to you in light of your
particular circumstances, including but not limited to the
alternative minimum tax, the Medicare tax on certain investment
income and the different consequences that may apply if you are
subject to special rules that apply to certain types of investors,
including but not limited to:

• financial institutions or financial services entities;

• broker-dealers;

• governments or agencies or instrumentalities thereof;

• regulated investment companies;

• real estate investment trusts;

• expatriates or former long-term residents of the U.S.;

• persons that actually or constructively own five percent or more of
our voting shares;

• insurance companies;

• dealers or traders subject to a mark-to-market method of accounting
with respect to the securities;

• persons holding the securities as part of a “straddle,”
hedge, integrated transaction or similar transaction;

• U.S. holders (as defined below) whose functional currency is not
the U.S. dollar;

• partnerships or other pass-through entities for U.S. federal income
tax purposes and any beneficial owners of such entities; and

• tax-exempt entities.

If you are a partnership for U.S. federal income tax purposes, the
U.S. federal income tax treatment of your partners will generally
depend on the status of the partners and your activities.

This discussion is based on the Internal Revenue Code of 1986, as
amended (the “Code”), and administrative
pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations as of the date hereof, which are
subject to change, possibly on a retroactive basis, and changes to
any of which subsequent to the date of this prospectus may affect
the tax consequences described herein. This discussion does not
address any aspect of state, local or non-U.S. taxation, or any
U.S. federal taxes other than income taxes (such as gift and estate
taxes).

We have not sought, and will not seek, a ruling from the IRS as to
any U.S. federal income tax consequence described herein. The IRS
may disagree with the discussion herein, and its determination may
be upheld by a court. Moreover, there can be no assurance that
future legislation, regulations, administrative rulings or court
decisions will not adversely affect the accuracy of the statements
in this discussion. You are urged to consult your tax advisor with
respect to the application of U.S. federal tax laws to your
particular situation, as well as any tax consequences arising under
the laws of any state, local or foreign jurisdiction.

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Personal Holding Company
Status

We could be subject to a second level of U.S. federal income tax on
a portion of our income if we are determined to be a personal
holding company, or PHC, for U.S. federal income tax purposes. A
U.S. corporation generally will be classified as a PHC for U.S.
federal income tax purposes in a given taxable year if (i) at any
time during the last half of such taxable year, five or fewer
individuals (without regard to their citizenship or residency and
including as individuals for this purpose certain entities such as
certain tax-exempt organizations, pension funds and charitable
trusts) own or are deemed to own (pursuant to certain constructive
ownership rules) more than 50% of the stock of the corporation by
value and (ii) at least 60% of the corporation’s adjusted
ordinary gross income, as determined for U.S. federal income tax
purposes, for such taxable year consists of PHC income (which
includes, among other things, dividends, interest, certain
royalties, annuities and, under certain circumstances, rents).

At least 60% of our adjusted ordinary gross income may consist of
PHC income, depending on the date and size of our initial business
combination. In addition, depending on the concentration of our
stock in the hands of individuals, including the members of our
sponsor and certain tax-exempt organizations, pension funds and
charitable trusts, more than 50% of our stock may be owned or
deemed owned (pursuant to the constructive ownership rules) by such
persons during the last half of a taxable year. Thus, no assurance
can be given that we will not be a PHC following this offering or
in the future. If we are or were to become a PHC in a given taxable
year, we would be subject to an additional PHC tax, currently 20%,
on our undistributed PHC income, which generally includes our
taxable income, subject to certain adjustments.

Allocation of Purchase
Price and Characterization of a Unit

No statutory, administrative or judicial authority directly
addresses the treatment of a unit or instruments similar to a unit
for U.S. federal income tax purposes and, therefore, that treatment
is not entirely clear. The acquisition of a unit should be treated
for U.S. federal income tax purposes as the acquisition of one
share of our Class A common stock and a warrant to acquire one
share of our Class A common stock. For U.S. federal income tax
purposes, each holder of a unit must allocate the purchase price
paid by such holder for such unit between the one share of Class A
common stock and the warrant based on the relative fair market
value of each at the time of issuance. Under U.S. federal income
tax law, each investor must make his or her own determination of
such value based on all the relevant facts and circumstances.
Therefore, we strongly urge each investor to consult his or her tax
adviser regarding the determination of value for these purposes.
The price allocated to each share of Class A common stock and the
warrant should be the stockholder’s tax basis in such share
or warrant, as the case may be. Any disposition of a unit should be
treated for U.S. federal income tax purposes as a disposition of
the share of Class A common stock and warrant comprising the unit,
and the amount realized on the disposition should be allocated
between the Class A common stock and the warrant based on their
respective relative fair market values (as determined by each such
unit holder on all the relevant facts and circumstances) at the
time of disposition. The separation of shares of Class A common
stock and warrants comprising units should not be a taxable event
for U.S. federal income tax purposes.

The foregoing treatment of the shares of Class A common stock and
warrants and a holder’s purchase price allocation are not
binding on the Internal Revenue Service (“IRS”) or the
courts. Because there are no authorities that directly address
instruments that are similar to the units, no assurance can be
given that the IRS or the courts will agree with the
characterization described above or the discussion below.
Accordingly, each prospective investor is urged to consult its own
tax advisors regarding the tax consequences of an investment in a
unit (including alternative characterizations of a unit). The
balance of this discussion assumes that the characterization of the
units described above is respected for U.S. federal income tax
purposes.

U.S. Holders

This section applies to you if you are a “U.S. holder.”
A U.S. holder is a beneficial owner of our units, shares of Class A
common stock or warrants who or that is, for U.S. federal income
tax purposes:

• an individual who is a citizen or resident of the United
States;

• a corporation (or other entity taxable as a corporation) organized
in or under the laws of the United States, any state thereof or the
District of Columbia; or

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• an estate the income of which is includible in gross income for
U.S. federal income tax purposes regardless of its source; or

• a trust, if (i) a court within the United States is able to
exercise primary supervision over the administration of the trust
and one or more U.S. persons (as defined in the Code) have
authority to control all substantial decisions of the trust or (ii)
it has a valid election in effect under Treasury Regulations to be
treated as a U.S. person.

Taxation of
Distributions. If we pay distributions in cash or other
property (other than certain distributions of our stock or rights
to acquire our stock) to U.S. holders of shares of our Class A
common stock, such distributions generally will constitute
dividends for U.S. federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as determined
under U.S. federal income tax principles. Distributions in excess
of current and accumulated earnings and profits will constitute a
return of capital that will be applied against and reduce (but not
below zero) the U.S. holder’s adjusted tax basis in our Class
A common stock. Any remaining excess will be treated as gain
realized on the sale or other disposition of the Class A common
stock and will be treated as described under “U.S. Holders
— Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Class A Common Stock and Warrants” below.

Dividends we pay to a U.S. holder that is a taxable corporation
generally will qualify for the dividends received deduction if the
requisite holding period is satisfied. With certain exceptions
(including, but not limited to, dividends treated as investment
income for purposes of investment interest deduction limitations),
and provided certain holding period requirements are met, dividends
we pay to a non-corporate U.S. holder may constitute
“qualified dividends” that will be subject to tax at
the maximum tax rate accorded to long-term capital gains. It is
unclear whether the redemption rights with respect to the Class A
common stock described in this prospectus may prevent a U.S. holder
from satisfying the applicable holding period requirements with
respect to the dividends received deduction or the preferential tax
rate on qualified dividend income, as the case may be. If the
holding period requirements are not satisfied, then a corporation
may not be able to qualify for the dividends received deduction and
would have taxable income equal to the entire dividend amount, and
non-corporate holders may be subject to tax on such dividend at
regular ordinary income tax rates instead of the preferential rate
that applies to qualified dividend income.

Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Class A Common
Stock and Warrants. Upon a sale or other taxable
disposition of our Class A common stock or warrants which, in
general, would include a redemption of Class A common stock or
warrants that is treated as a sale of such securities as described
below, and including as a result of a dissolution and liquidation
in the event we do not consummate an initial business combination
within the required time period, a U.S. holder generally will
recognize capital gain or loss in an amount equal to the difference
between the amount realized and the U.S. holder’s adjusted
tax basis in the Class A common stock or warrants. Any such capital
gain or loss generally will be long-term capital gain or loss if
the U.S. holder’s holding period for the Class A common stock
or warrants so disposed of exceeds one year. It is unclear,
however, whether the redemption rights with respect to the Class A
common stock described in this prospectus may suspend the running
of the applicable holding period for this purpose. If the running
of the holding period for the Class A common stock is suspended,
then non-corporate U.S. holders may not be able to satisfy the
one-year holding period requirement for long-term capital gain
treatment, in which case any gain on a sale or taxable disposition
of the shares or warrants would be subject to short-term capital
gain treatment and would be taxed at regular ordinary income tax
rates. Long-term capital gains recognized by non-corporate U.S.
holders will be eligible to be taxed at reduced rates. The
deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder
is an amount equal to the difference between (i) the sum of the
amount of cash and the fair market value of any property received
in such disposition (or, if the Class A common stock or warrants
are held as part of units at the time of the disposition, the
portion of the amount realized on such disposition that is
allocated to the Class A common stock or the warrants based upon
the then fair market values of the Class A common stock and the
warrants included in the units) and (ii) the U.S. holder’s
adjusted tax basis in its Class A common stock or warrants so
disposed of. A U.S. holder’s adjusted tax basis in its Class
A common stock or warrants generally will equal the U.S.
holder’s acquisition cost (that is, as discussed above, the
portion of the purchase price of a unit allocated to a share of
Class A common stock or one warrant or, as discussed below, the
U.S. holder’s initial basis for Class A common stock received
upon exercise of warrants) less, in the case of a share of Class A
common stock, any prior distributions treated as a return of
capital.

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Redemption of Class A
Common Stock. In the event that a U.S. holder’s
Class A common stock is redeemed pursuant to the redemption
provisions described in this prospectus under the section of this
prospectus entitled “Description of Securities — Common
Stock” or if we purchase a U.S. holder’s Class A common
stock in an open market transaction, the treatment of the
transaction for U.S. federal income tax purposes will depend on
whether the redemption qualifies as a sale of the Class A common
stock under Section 302 of the Code. If the redemption qualifies as
a sale of common stock, the U.S. holder will be treated as
described under “U.S. Holders — Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Class A Common
Stock and Warrants” above. If the redemption does not qualify
as a sale of common stock, the U.S. holder will be treated as
receiving a corporate distribution with the tax consequences
described above under “U.S. Holders — Taxation of
Distributions”. Whether a redemption qualifies for sale
treatment will depend largely on the total number of shares of our
stock treated as held by the U.S. holder (including any stock
constructively owned by the U.S. holder as a result of owning
warrants) relative to all of our shares outstanding both before and
after the redemption. The redemption of Class A common stock
generally will be treated as a sale of the Class A common stock
(rather than as a corporate distribution) if the redemption (i) is
“substantially disproportionate” with respect to the
U.S. holder, (ii) results in a “complete termination”
of the U.S. holder’s interest in us or (iii) is “not
essentially equivalent to a dividend” with respect to the
U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a
U.S. holder takes into account not only stock actually owned by the
U.S. holder, but also shares of our stock that are constructively
owned by it. A U.S. holder may constructively own, in addition to
stock owned directly, stock owned by certain related individuals
and entities in which the U.S. holder has an interest or that have
an interest in such U.S. holder, as well as any stock the U.S.
holder has a right to acquire by exercise of an option, which would
generally include Class A common stock which could be acquired
pursuant to the exercise of the warrants. In order to meet the
substantially disproportionate test, the percentage of our
outstanding voting stock actually and constructively owned by the
U.S. holder immediately following the redemption of Class A common
stock must, among other requirements, be less than 80% of the
percentage of our outstanding voting stock actually and
constructively owned by the U.S. holder immediately before the
redemption. There will be a complete termination of a U.S.
holder’s interest if either (i) all of the shares of our
stock actually and constructively owned by the U.S. holder are
redeemed or (ii) all of the shares of our stock actually owned by
the U.S. holder are redeemed and the U.S. holder is eligible to
waive, and effectively waives in accordance with specific rules,
the attribution of stock owned by certain family members and the
U.S. holder does not constructively own any other shares of our
stock. The redemption of the Class A common stock will not be
essentially equivalent to a dividend if a U.S. holder’s
conversion results in a “meaningful reduction” of the
U.S. holder’s proportionate interest in us. Whether the
redemption will result in a meaningful reduction in a U.S.
holder’s proportionate interest in us will depend on the
particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the
proportionate interest of a small minority stockholder in a
publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.” A
U.S. holder should consult with its own tax advisors as to the tax
consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption
will be treated as a corporate distribution and the tax effects
will be as described under “U.S. Holders — Taxation of
Distributions,” above. After the application of those rules,
any remaining tax basis of the U.S. holder in the redeemed Class A
common stock will be added to the U.S. holder’s adjusted tax
basis in its remaining stock, or, if it has none, to the U.S.
holder’s adjusted tax basis in its warrants or possibly in
other stock constructively owned by it.

Exercise or Lapse of
a Warrant. Except as discussed below with respect to
the cashless exercise of a warrant, a U.S. holder generally will
not recognize taxable gain or loss on the acquisition of common
stock upon exercise of a warrant for cash. The U.S. holder’s
tax basis in the share of our Class A common stock received upon
exercise of the warrant generally will be an amount equal to the
sum of the U.S. holder’s initial investment in the warrant
(i. e.,
t he portion of the U.S. holder’s purchase price for
units that is allocated to the warrant, as described above under
“— General Treatment of Units”) and the exercise
price. It is unclear whether the U.S. holder’s holding period
for the Class A common stock received upon exercise of the warrants
will begin on the date following the date of exercise or on the
date of exercise of the warrants; in either case, the holding
period will not include the period during which the U.S. holder
held the warrants. If a warrant is allowed to lapse unexercised, a
U.S. holder generally will recognize a capital loss equal to such
holder’s tax basis in the warrant.

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The tax consequences of a cashless exercise of a warrant are not
clear under current tax law. A cashless exercise may be tax-free,
either because the exercise is not a gain realization event or
because the exercise is treated as a recapitalization for U.S.
federal income tax purposes. In either tax-free situation, a U.S.
holder’s basis in the Class A common stock received would
equal the holder’s basis in the warrants exercised therefor.
If the cashless exercise were treated as not being a gain
realization event, it is unclear whether a U.S. holder’s
holding period in the Class A common stock would be treated as
commencing on the date following the date of exercise or on the
date of exercise of the warrant; in either case, the holding period
would not include the period during which the U.S. holder held the
warrants. If the cashless exercise were treated as a
recapitalization, the holding period of the Class A common stock
would include the holding period of the warrants exercised
therefor.

It is also possible that a cashless exercise could be treated in
part as a taxable exchange in which gain or loss would be
recognized. In such event, a U.S. holder could be deemed to have
surrendered warrants equal to the number of shares of Class A
common stock having a value equal to the exercise price for the
total number of warrants to be exercised. The U.S. holder would
recognize capital gain or loss in an amount equal to the difference
between the fair market value of the Class A common stock received
in respect of the warrants deemed surrendered and the U.S.
holder’s tax basis in the warrants deemed surrendered. In
this case, a U.S. holder’s tax basis in the Class A common
stock received would equal the sum of the fair market value of the
Class A common stock received in respect of the warrants deemed
surrendered and the U.S. holder’s tax basis in the warrants
exercised. It is unclear whether a U.S. holder’s holding
period for the Class A common stock would commence on the date
following the date of exercise or on the date of exercise of the
warrant; in either case, the holding period would not include the
period during which the U.S. holder held the warrant.

Due to the absence of authority on the U.S. federal income tax
treatment of a cashless exercise, including when a U.S.
holder’s holding period would commence with respect to the
Class A common stock received, there can be no assurance which, if
any, of the alternative tax consequences and holding periods
described above would be adopted by the IRS or a court of law.
Accordingly, U.S. holders should consult their tax advisors
regarding the tax consequences of a cashless exercise.

Possible Constructive
Distributions. The terms of each warrant provide for an
adjustment to the number of shares of common stock for which the
warrant may be exercised or to the exercise price of the warrant in
certain events, as discussed in the section of this prospectus
entitled “Description of Securities — Redeemable
Warrants — Public Stockholders’ Warrants.” An
adjustment which has the effect of preventing dilution generally is
not taxable. The U.S. holders of the warrants would, however, be
treated as receiving a constructive distribution from us if, for
example, the adjustment to the number of such shares or to such
exercise price increases the warrantholders’ proportionate
interest in our assets or earnings and profits (e.g., through an
increase in the number of shares of common stock that would be
obtained upon exercise or through a decrease in the exercise price
of the warrant) as a result of a distribution of cash or other
property, such as other securities, to the holders of shares of our
common stock, or as a result of the issuance of a stock dividend to
holders of shares of our common stock, in each case which is
taxable to the U.S. holders of such shares as described under
“U.S. Holders — Taxation of Distributions” above.
Such constructive distribution would be subject to tax as described
under that section in the same manner as if the U.S. holders of the
warrants received a cash distribution from us equal to the fair
market value of such increased interest.

Information Reporting
and Backup Withholding. In general, information
reporting requirements may apply to dividends paid to a U.S. holder
and to the proceeds of the sale or other disposition of our units,
shares of Class A common stock and warrants, unless the U.S. holder
is an exempt recipient. Backup withholding may apply to such
payments if the U.S. holder fails to provide a taxpayer
identification number, a certification of exempt status or has been
notified by the IRS that it is subject to backup withholding (and
such notification has not been withdrawn).

Any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against a U.S. holder’s U.S.
federal income tax liability provided the required information is
timely furnished to the IRS.

Non-U.S.
Holders

This section applies to you if you are a “Non-U.S.
holder.” As used herein, the term “Non-U.S.
holder” means a beneficial owner of our units, Class A common
stock or warrants who or that is for U.S. federal income tax
purposes:

• a non-resident alien individual (other than certain former citizens
and residents of the U.S. subject to U.S. tax as expatriates);

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• a foreign corporation or

• an estate or trust that is not a U.S. holder;

but generally does not include an individual who is present in the
U.S. for 183 days or more in the taxable year of disposition. If
you are such an individual, you should consult your tax advisor
regarding the U.S. federal income tax consequences of the
acquisition, ownership or sale or other disposition of our
securities.

Taxation of
Distributions. In general, any distributions we make to
a Non-U.S. holder of shares of our Class A common stock, to the
extent paid out of our current or accumulated earnings and profits
(as determined under U.S. federal income tax principles), will
constitute dividends for U.S. federal income tax purposes and,
provided such dividends are not effectively connected with the
Non-U.S. holder’s conduct of a trade or business within the
United States, we will be required to withhold tax from the gross
amount of the dividend at a rate of 30%, unless such Non-U.S.
holder is eligible for a reduced rate of withholding tax under an
applicable income tax treaty and provides proper certification of
its eligibility for such reduced rate (usually on an IRS Form
W-8BEN or W-8BEN-E). Any distribution not constituting a dividend
will be treated first as reducing (but not below zero) the Non-U.S.
holder’s adjusted tax basis in its shares of our Class A
common stock and, to the extent such distribution exceeds the
Non-U.S. holder’s adjusted tax basis, as gain realized from
the sale or other disposition of the Class A common stock, which
will be treated as described under “Non-U.S. Holders —
Gain on Sale, Taxable Exchange or Other Taxable Disposition of
Class A Common Stock and Warrants” below. In addition, if we
determine that we are likely to be classified as a “U.S. real
property holding corporation” (see “Non-U.S. Holders
— Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Class A Common Stock and Warrants” below), we will
withhold 15% of any distribution that exceeds our current and
accumulated earnings and profits.

The withholding tax does not apply to dividends paid to a Non-U.S.
holder who provides a Form W-8ECI, certifying that the dividends
are effectively connected with the Non-U.S. holder’s conduct
of a trade or business within the United States. Instead, the
effectively connected dividends will be subject to regular U.S.
income tax as if the Non-U.S. holder were a U.S. resident, subject
to an applicable income tax treaty providing otherwise. A Non-U.S.
corporation receiving effectively connected dividends may also be
subject to an additional “branch profits tax” imposed
at a rate of 30% (or a lower treaty rate).

Exercise of a
Warrant. The U.S. federal income tax treatment of a
Non-U.S. holder’s exercise of a warrant, or the lapse of a
warrant held by a Non-U.S. holder, generally will correspond to the
U.S. federal income tax treatment of the exercise or lapse of a
warrant by a U.S. holder, as described under “U.S. holders
— Exercise or Lapse of a Warrant” above, although to
the extent a cashless exercise results in a taxable exchange, the
consequences would be similar to those described below in
“Non-U.S. Holders — Gain on Sale, Taxable Exchange or
Other Taxable Disposition of Class A Common Stock and
Warrants.”

Gain on Sale, Taxable
Exchange or Other Taxable Disposition of Class A Common Stock and
Warrants. A No n-U.S. holder generally will
not be subject to U.S. federal income or withholding tax in respect
of gain recognized on a sale, taxable exchange or other taxable
disposition of our Class A common stock, which would include a
dissolution and liquidation in the event we do not complete an
initial business combination within 21 months from the closing of
this offering, or warrants (including an expiration or redemption
of our warrants), in each case without regard to whether those
securities were held as part of a unit, unless:

• the gain is effectively connected with the conduct of a trade or
business by the Non-U.S. holder within the United States (and,
under certain income tax treaties, is attributable to a United
States permanent establishment or fixed base maintained by the
Non-U.S. holder); or

• we are or have been a “U.S. real property holding
corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of
disposition or the period that the Non-U.S. holder held our Class A
common stock, and, in the case where shares of our Class A common
stock are regularly traded on an established securities market, the
Non-U.S. holder has owned, directly or constructively, more than 5%
of our Class A common stock at any time within the shorter of the
five-year period preceding the disposition or such Non-U.S.
holder’s holding period for the shares of our Class A common
stock. There can be no assurance that our Class A common stock will
be treated as regularly traded on an established securities market
for this purpose.

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Unless an applicable treaty provides otherwise, gain described in
the first bullet point above will be subject to tax at generally
applicable U.S. federal income tax rates as if the Non-U.S. holder
were a U.S. resident. Any gains described in the first bullet point
above of a Non-U.S. holder that is a foreign corporation may also
be subject to an additional “branch profits tax” at a
30% rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain
recognized by such holder on the sale, exchange or other
disposition of our Class A common stock or warrants will be subject
to tax at generally applicable U.S. federal income tax rates. In
addition, a buyer of our Class A common stock or warrants from such
holder may be required to withhold U.S. federal income tax at a
rate of 15% of the amount realized upon such disposition. We cannot
determine whether we will be a U.S. real property holding
corporation in the future until we complete an initial business
combination. We will be classified as a U.S. real property holding
corporation if the fair market value of our “U.S. real
property interests” equals or exceeds 50 percent of the sum
of the fair market value of our worldwide real property interests
plus our other assets used or held for use in a trade or business,
as determined for U.S. federal income tax purposes.

Redemption of Class A
Common Stock. The characterization for U.S. federal
income tax purposes of the redemption of a Non-U.S. holder’s
Class A common stock pursuant to the redemption provisions
described in the section of this prospectus entitled
“Description of Securities — Common Stock”
generally will correspond to the U.S. federal income tax
characterization of such a redemption of a U.S. holder’s
Class A common stock, as described under “U.S. Holders
— Redemption of Class A Common Stock” above, and the
consequences of the redemption to the Non-U.S. holder will be as
described above under “Non-U.S. holders — Taxation of
Distributions” and “Non-U.S. Holders — Gain on
Sale, Taxable Exchange or Other Taxable Disposition of Class A
Common Stock and Warrants,” as applicable.

Information Reporting
and Backup Withholding. Information returns will be
filed with the IRS in connection with payments of dividends and the
proceeds from a sale or other disposition of our units, shares of
Class A common stock and warrants. A Non-U.S. holder may have to
comply with certification procedures to establish that it is not a
United States person in order to avoid information reporting and
backup withholding requirements. The certification procedures
required to claim a reduced rate of withholding under a treaty will
satisfy the certification requirements necessary to avoid the
backup withholding as well. The amount of any backup withholding
from a payment to a Non-U.S. holder will be allowed as a credit
against such holder’s U.S. federal income tax liability and
may entitle such holder to a refund, provided that the required
information is timely furnished to the IRS.

FATCA Withholding
Taxes. Provisions commonly referred to as
“FATCA” impose withholding of 30% on payments of
dividends (including constructive dividends) on our Class A common
stock or warrants, and, beginning in 2019, sales or other
disposition proceeds from our units, shares of Class A common stock
and warrants to “foreign financial institutions” (which
is broadly defined for this purpose and in general includes
investment vehicles) and certain other Non-U.S. entities unless
various U.S. information reporting and due diligence requirements
(generally relating to ownership by U.S. persons of interests in or
accounts with those entities) have been satisfied by, or an
exemption applies to, the payee (typically certified as to by the
delivery of a properly completed IRS Form W-8BEN-E). Foreign
financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing FATCA
may be subject to different rules. Under certain circumstances, a
Non-U.S. holder might be eligible for refunds or credits of such
withholding taxes, and a Non-U.S. holder might be required to file
a U.S. federal income tax return to claim such refunds or credits.
Prospective investors should consult their tax advisers regarding
the effects of FATCA on their investment in our securities.

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UNDERWRITING

Chardan Capital Markets, LLC is acting as sole book-running manager
of the offering and as representative of the underwriters named
below. Subject to the terms and conditions of the underwriting
agreement dated the date of this prospectus, the underwriters named
below have agreed to purchase, and we have agreed to sell to the
underwriters, the following respective number of units set forth
opposite the underwriter’s name.

Underwriters | Number of Units
Chardan Capital Markets, LLC
BTIG, LLC
Northland Capital Markets (1)
I-Bankers Securities, Inc.
Total | 15,000,000

____________

(1) Northland
Capital Markets is the trade name for certain equity capital
markets and investment banking activities of Northland Securities,
Inc., member FINRA/SIPC.

The underwriting agreement provides that the obligations of the
underwriters to purchase the units included in this offering are
subject to approval of legal matters by counsel and to other
conditions. The underwriters are obligated to purchase all of the
units (other than those covered by the over-allotment option
described below) if they purchase any of the units.

Units sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the cover
of this prospectus. Any units sold by the underwriters to
securities dealers may be sold at a discount from the initial
public offering price not to exceed $___ per unit. If all of the
units are not sold at the initial offering price, the underwriters
may change the offering price and the other selling terms. The
underwriters have advised us that they do not intend to make sales
to discretionary accounts.

If the underwriters sell more
units than the total number set forth in the table above, we have
granted to the underwriters an option, exercisable for 45 days from
the date of this prospectus, to purchase up to 2,250,000 additional
units at the public offering price less the underwriting discount.
The underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, in connection with this offering.
Any units issued or sold under the option will be issued and sold
on the same terms and conditions as the other units that are the
subject of this offering.

We, our sponsor and our
officers and directors have agreed that, for a period of 180 days
from the date of this prospectus, we and they will not, without the
prior written consent of the underwriters, offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any
units, warrants, shares of common stock or any other securities
convertible into, or exercisable, or exchangeable for, shares of
common stock, provided, however, that (1) we may issue and sell the
private placement warrants, (2) we may issue and sell the
additional units to cover our underwriters’ over-allotment
option (if any), (3) we may issue securities in connection with our
initial business combination, and (4) assuming consummation of our
initial business combination, we may register with the SEC pursuant
to an agreement to be entered into concurrently with the issuance
and sale of the securities in this offering, the resale of the
founder shares and the private placement warrants or the warrants
and shares of common stock issuable upon exercise of the warrants.
The underwriters in their sole discretion may release any of the
securities subject to these lock-up agreements at any time without
notice, other than in the case of the officers and directors, which
shall be with notice. Our sponsor, officers and directors are also
subject to separate transfer restrictions on their founder shares
and private placement warrants pursuant to the letter agreement as
described herein.

Our initial stockholders have agreed not to transfer, assign or
sell any of their founder shares until the earlier to occur of (A)
one year after the completion of our initial business combination
or (B) subsequent to our initial business combination, (x) if the
last sale price of our Class A common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days
after our initial business combination, or (y) the date on which we
complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of
our stockholders having the right to exchange their shares of
common stock for cash, securities or other property (except with
respect to permitted transferees as described herein under the
section of this prospectus entitled “Principal Stockholders
— Restrictions on Transfers of Founder Shares and Private
Placement Warrants”). The private placement warrants
(including the Class A common stock issuable upon exercise of the
private

133

placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business
combination (except with respect to permitted transferees as
described herein under the section of this prospectus entitled
“Principal Stockholders — Restrictions on Transfers of
Founder Shares and Private Placement Warrants”).

Prior to this offering, there has been no public market for our
securities. Consequently, the initial public offering price for the
units was determined by negotiations between us and the
underwriters. Among the factors considered in determining the
initial public offering price were the history and prospects of
companies whose principal business is the acquisition of other
companies, prior offerings of those companies, our management, our
capital structure, and currently prevailing general conditions in
the equity securities markets, including current market valuations
of publicly traded companies considered comparable to our company.
We cannot assure you, however, that the price at which the units,
Class A common stock or warrants will sell in the public market
after this offering will not be lower than the initial public
offering price or that an active trading market in our units, Class
A common stock or warrants will develop and continue after this
offering.

We have applied to list our units on the NYSE under the symbol
“MFACU.” We cannot guarantee that our securities will
be approved for listing on the NYSE. We expect that our units will
be listed on the NYSE on or promptly after the date of this
prospectus. We expect that our Class A common stock and warrants
will be listed under the symbols “MFAC” and
“MFACW,” respectively, once the Class A common stock
and warrants begin separate trading.

The following table shows the underwriting discounts and
commissions that we are to pay to the underwriters in connection
with this offering. These amounts are shown assuming both no
exercise and full exercise of the underwriters’
over-allotment option.

P a y able by Megalith Acquisition Corpo r ation
No
Exercise | Full
Exercise
Per Unit (1) | $ | 0.60 | $ | 0.50
Total (1) | $ | 9,000,000 | $ | 10,125,000 | (2)

____________

(1) Includes
$0.40 per unit, or $6,000,000 (or $6,900,000 if the over-allotment
option is exercised in full) in the aggregate payable to the
underwriters for deferred underwriting commissions to be placed in
a trust account located in the United States as described herein.
All such payments (as well as those to third parties, discussed
below) may be made in cash or in kind, as determined by our
management team in their sole and absolute discretion in accordance
with the underwriting agreement. The deferred commissions will be
released to the underwriters only on completion of an initial
business combination, in an amount equal to $0.40 multiplied by the
number of shares of Class A common stock sold as part of the units
in this offering, as described in this prospectus. Of such amount,
up to $0.10 per unit, or up to $1,500,000 (or up to $1,725,000 if
the over-allotment option is exercised in full), may be paid to
third parties not participating in this offering that assist us in
consummating our initial business combination. The election to make
such payments to third parties will be solely at the discretion of
our management team, and such third parties will be selected by our
management team in their sole and absolute discretion.

(2) Includes
2% in the aggregate payable as commissions to the underwriters upon
consummation of this offering and 1% in the aggregate payable to
the underwriters solely on units sold as part of the overallotment
option upon its exercise.

If we do not complete our initial business combination and
subsequently liquidate, the trustee and the underwriters have
agreed that (i) they will forfeit any rights or claims to its
deferred underwriting discounts and commissions, including any
accrued interest thereon, then in the trust account upon
liquidation, and (ii) that the deferred underwriters’
discounts and commissions will be distributed on a pro rata basis,
including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income
taxes to the public stockholders.

Chardan has committed to
purchase 750,000 private placement warrants for an aggregate
purchase price of $750,000, or $1.00 per unit, in the private
placement that will occur simultaneously with the completion of
this offering. The private placement warrants are identical to the
warrants being sold as part of the units in this offering except
that they will be non-redeemable and exercisable on a cashless
basis for as long as the private placement warrants are held by
Chardan or its permitted transferees. Additionally, for so long as
the private placement warrants are held by Chardan or its designees
or affiliates, they may not be exercised after five years from the
effective date of the registration

134

statement of which this
prospectus forms a part. The private placement warrants have been
deemed compensation by FINRA and are therefore subject to lock-up
consistent with Rule 5110(g)(1) of the FINRA Manual. Pursuant to
FINRA Rule 5110(g)(1), these securities shall not be sold during
the offering, or sold, transferred, assigned, pledged or
hypothecated for a period of 180 days immediately following the
date of effectiveness of the registration statement of which this
prospectus forms a part or commencement of sales of this offering,
except to any member participating in the offering and the officers
or partners thereof, if all securities so transferred remain
subject to the lock-up restriction described in this sentence for
the remainder of the time period. Additionally, pursuant to FINRA
Rule 5110(g)(1), these securities shall not be the subject of any
hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of the securities by any person
for a period of 180 days immediately following the date of
effectiveness of the registration statement of which this
prospectus forms a part or commencement of sales of this offering.
In addition, the private placement warrants purchased by Chardan
will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except with
respect to permitted transferees as described above during the
180-day period after the effective date of the registration
statement of which this prospectus forms a part and thereafter as
described under “Principal Stockholders — Transfers of
Common Stock and Warrants”).

In connection with the offering, the underwriters may purchase and
sell units in the open market. Purchases and sales in the open
market may include short sales, purchases to cover short positions,
which may include purchases pursuant to the over-allotment option
and stabilizing purchases, in accordance with Regulation M under
the Exchange Act.

• Short sales involve secondary market sales by the underwriters of a
greater number of units than it is required to purchase in the
offering.

• “Covered” short sales are sales of units in an amount
up to the number of units represented by the underwriters’
over-allotment option.

• “Naked” short sales are sales of units in an amount in
excess of the number of units represented by the
underwriters’ over-allotment option.

• Covering transactions involve purchases of units either pursuant to
the over-allotment option or in the open market after the
distribution has been completed in order to cover short
positions.

• To close a naked short position, the underwriters must purchase
units in the open market after the distribution has been completed.
A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on
the price of the units in the open market after pricing that could
adversely affect investors who purchase in the offering.

• To close a covered short position, the underwriters must purchase
units in the open market after the distribution has been completed
or must exercise the over-allotment option. In determining the
source of units to close the covered short position, the
underwriters will consider, among other things, the price of units
available for purchase in the open market as compared to the price
at which they may purchase units through the over-allotment
option.

• Stabilizing transactions involve bids to purchase units so long as
the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as
well as other purchases by the underwriters for their own account,
may have the effect of preventing or retarding a decline in the
market price of the units. They may also cause the price of the
units to be higher than the price that would otherwise exist in the
open market in the absence of these transactions. The underwriters
may conduct these transactions in the over-the-counter market or
otherwise. If the underwriters commence any of these transactions,
it may discontinue them at any time.

We estimate that our portion of the total expenses of this offering
payable by us will be $600,000, excluding underwriting discounts
and commissions. We have agreed to reimburse the underwriters for
all expenses and fees related to the review by FINRA, which will
not exceed $15,000, the expenses of transaction
“bibles” and lucite cube “mementos” not to
exceed $3,000, the expenses of investigations and background checks
of our principals not to exceed $12,000 in the aggregate, the
expenses of any pre-approved “due diligence” meetings
not to exceed $12,500, and the expenses of any pre-approved net
road show costs not to exceed $12,500.

135

We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or to
contribute to payments the underwriters may be required to make
because of any of those liabilities.

We are not under any contractual obligation to engage the
underwriters to provide any services for us after this offering,
and have no present intent to do so. However, the underwriters may
introduce us to potential target businesses or assist us in raising
additional capital in the future. If the underwriters provide
services to us after this offering, we may pay the underwriters
fair and reasonable fees that would be determined at that time in
an arm’s length negotiation; provided that no agreement will
be entered into with the underwriters and no fees for such services
will be paid to the underwriters prior to the date that is 90 days
from the date of this prospectus, unless FINRA determines that such
payment would not be deemed underwriters’ compensation in
connection with this offering and we may pay the underwriters of
this offering or any entity with which it is affiliated a
finder’s fee or other compensation for services rendered to
us in connection with the completion of an initial business
combination.

The underwriters and their affiliates may in the future engage in,
investment banking and other commercial dealings in the ordinary
course of business with us or our affiliates, for which it may in
the future receive, customary fees and commissions for any such
transactions.

In addition, in the ordinary course of their business activities,
the underwriters and their affiliates may make or hold a broad
array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts
of their customers. Such investments and securities activities may
involve securities and/or instruments of ours or our affiliates.
The underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.

We do not currently intend to
register as a broker-dealer, merge with or acquire a registered
broker-dealer, or otherwise become a member of FINRA. However, in
the event that we acquire a FINRA member or an entity affiliated
with a FINRA member in the future, we have confirmed for the
underwriters that FINRA Rule 5121 would apply.

Notice to Prospective
Investors in the European Economic Area

In relation to each member
state of the European Economic Area that has implemented the
Prospectus Directive (each, a “relevant member state”),
with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the
“relevant implementation date”), an offer of units
described in this prospectus may not be made to the public in that
relevant member state prior to the publication of a prospectus in
relation to the units that has been approved by the competent
authority in that relevant member state or, where appropriate,
approved in another relevant member state and notified to the
competent authority in that relevant member state, all in
accordance with the Prospectus Directive, except that, with effect
from and including the relevant implementation date, an offer of
our units may be made to the public in that relevant member state
at any time:

• to any legal entity which is a qualified investor as defined in the
Prospectus Directive;

• to fewer than 100, or, if the relevant member state has implemented
the relevant provisions of the 2010 PD Amending Directive, 150
natural or legal persons (other than qualified investors as defined
in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the relevant
Dealer or Dealers nominated by the issuer for any such offer; or
natural or legal persons (other than qualified investors as defined
below) subject to obtaining the prior consent of the underwriters
for any such offer; or

• in any other circumstances that do not require the publication by
us of a prospectus pursuant to Article 3 of the Prospectus
Directive.

Each purchaser of units described in this prospectus located within
a relevant member state will be deemed to have represented,
acknowledged and agreed that it is a “qualified
investor” within the meaning of Article 2(1)(e) of the
Prospectus Directive.

For the purpose of this
provision, the expression an “offer of units to the
public” in any relevant member state means the communication
in any form and by any means of sufficient information on the terms
of the offer and the

136

units to be offered so as to
enable an investor to decide to purchase or subscribe for the
units, as the expression may be varied in that member state by any
measure implementing the Prospectus Directive in that member state,
and the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive to the extent implemented by the relevant member
state) and includes any relevant implementing measure in each
relevant member state. The expression 2010 PD Amending Directive
means Directive 2010/73/EU.

We have not authorized and do not authorize the making of any offer
of units through any financial intermediary on their behalf, other
than offers made by the underwriters with a view to the final
placement of the units as contemplated in this prospectus.
Accordingly, no purchaser of the units, other than the
underwriters, is authorized to make any further offer of the units
on behalf of us or the underwriters.

Notice to Prospective
Investors in the United Kingdom

This prospectus is only being
distributed to, and is only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article
2(1)(e) of the Prospectus Directive that are also (i ) i nvestment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”) or (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (each such person being
referred to as a “relevant person”). The units are only
available to, and any invitation, offer or agreement to purchase or
otherwise acquire such units will be engaged in only with, relevant
persons. This prospectus and its contents are confidential and
should not be distributed, published or reproduced (in whole or in
part) or disclosed by recipients to any other persons in the United
Kingdom. Any person in the United Kingdom that is not a relevant
person should not act or rely on this document or any of its
contents.

Notice to Prospective
Investors in France

Neither this prospectus nor any other offering material relating to
the units described in this prospectus has been submitted to the
clearance procedures of the Autorité des Marchés
Financiers or of the competent authority of another member state of
the European Economic Area and notified to the Autorité des
Marchés Financiers. The units have not been offered or sold
and will not be offered or sold, directly or indirectly, to the
public in France. Neither this prospectus nor any other offering
material relating to the units has been or will be:

• released, issued, distributed or caused to be released, issued or
distributed to the public in France; or

• used in connection with any offer for subscription or sale of the
units to the public in France.

Such offers, sales and distributions will be made in France
only:

• To qualified investors (investisseurs qualifiés) and/or to a
restricted circle of investors (cercle restreint
d’investisseurs), in each case investing for their own
account, all as defined in, and in accordance with, articles
L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of
the French Code monétaire et financier;

• to investment services
providers authorized to engage in portfolio management on behalf of
third parties; or

• in a transaction that, in accordance with article L.411-2-II-1°
-or-2° -or 3° of the French Code monétaire et
financier and article 211-2 of the General Regulations
(Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer
(appel public à l’épargne).

The units may be resold directly or indirectly, only in compliance
with articles L.411-1, L.411-2, L.412-1 and L.621-8 through
L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective
Investors in Hong Kong

The units may not be offered or sold in Hong Kong by means of any
document other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to “professional
investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder, or (iii) in other circumstances which do not result in
the document being a “prospectus” within the meaning of
the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no
advertisement, invitation or document relating to the units may be
issued or may be in the possession of any person for the purpose of
issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the

137

contents of which are likely to be accessed or read by, the public
in Hong Kong (except if permitted to do so under the laws of Hong
Kong) other than with respect to units which are or are intended to
be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
any rules made thereunder.

Notice to Prospective
Investors in Japan

The units offered in this
prospectus have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan. The units have not
been offered or sold and will not be offered or sold, directly or
indirectly, in Japan or to or for the account of any resident of
Japan (including any corporation or other entity organized under
the laws of Japan), except (i) pursuant to an exemption from the
registration requirements of the Financial Instruments and Exchange
Law and (ii) in compliance with any other applicable requirements
of Japanese law.

Notice to Prospective
Investors in Singapore

This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus and
any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the units may
not be circulated or distributed, nor may the units be offered or
sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor under Section 274 of
the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”), (ii) to a relevant person pursuant to Section
275(1), or any person pursuant to Section 275(1A), and in
accordance with the conditions specified in Section 275 of the SFA
or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA, in each
case subject to compliance with conditions set forth in the
SFA.

Where the units are subscribed or purchased under Section 275 of
the SFA by a relevant person which is

• a corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary is an
accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries’ rights
and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust
has acquired the shares pursuant to an offer made under Section 275
of the SFA except:

• to an institutional investor (for corporations, under Section 274
of the SFA) or to a relevant person defined in Section 275(2) of
the SFA, or to any person pursuant to an offer that is made on
terms that such shares, debentures and units of shares and
debentures of that corporation or such rights and interest in that
trust are acquired at a consideration of not less than $200,000 (or
its equivalent in a foreign currency) for each transaction, whether
such amount is to be paid for in cash or by exchange of securities
or other assets, and further for corporations, in accordance with
the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Notice to Prospective
Investors in Canada

The units may be sold in Canada only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations .
Any resale of the units must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.

Securities legislation in
certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this prospectus
(including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the
securities

138

legislation of the
purchaser’s province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these
rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this
offering.

Notice to Prospective
Investors in the Dubai International Financial Centre

This prospectus relates to an
Exempt Offer in accordance with the Offered Securities Rules of the
Dubai Financial Services Authority (“DFSA”). This
prospectus is intended for distribution only to persons of a type
specified in the Offered Securities Rules of the DFSA. It must not
be delivered to, or relied on by, any other person. The DFSA has no
responsibility for reviewing or verifying any documents in
connection with Exempt Offers. The DFSA has not approved this
prospectus nor taken steps to verify the information set forth
herein and has no responsibility for the prospectus. The securities
to which this prospectus relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the
securities offered should conduct their own due diligence on the
securities. If you do not understand the contents of this
prospectus you should consult an authorized financial
advisor.

Notice to Prospective
Investors in Australia

No placement document,
prospectus, product disclosure statement or other disclosure
document has been lodged with the Australian Securities and
Investments Commission (“ASIC”), in relation to the
offering. This prospectus does not constitute a prospectus, product
disclosure statement or other disclosure document under the
Corporations Act 2001 (the “Corporations Act”), and
does not purport to include the information required for a
prospectus, product disclosure statement or other disclosure
document under the Corporations Act. Any offer in Australia of the
securities may only be made to persons (the “Exempt
Investors”) who are “sophisticated investors”
(within the meaning of section 708(8) of the Corporations Act),
“professional investors” (within the meaning of section
708(11) of the Corporations Act) or otherwise pursuant to one or
more exemptions contained in section 708 of the Corporations Act so
that it is lawful to offer the securities without disclosure to
investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must
not be offered for sale in Australia in the period of 12 months
after the date of allotment under the offering, except in
circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the
offer is pursuant to a disclosure document which complies with
Chapter 6D of the Corporations Act. Any person acquiring securities
must observe such Australian on-sale restrictions. This prospectus
contains general information only and does not take account of the
investment objectives, financial situation or particular needs of
any particular person. It does not contain any securities
recommendations or financial product advice. Before making an
investment decision, investors need to consider whether the
information in this prospectus is appropriate to their needs,
objectives and circumstances, and, if necessary, seek expert advice
on those matters.

Notice to Prospective
Investors in Switzerland

The securities may not be publicly offered in Switzerland and will
not be listed on the SIX Swiss Exchange (“SIX”) or on
any other stock exchange or regulated trading facility in
Switzerland. This document has been prepared without regard to the
disclosure standards for issuance prospectuses under art. 652a or
art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or
regulated trading facility in Switzerland. Neither this document
nor any other offering or marketing material relating to the
securities or the offering may be publicly distributed or otherwise
made publicly available in Switzerland.

Neither this document nor any other offering or marketing material
relating to the offering, the company, the shares have been or will
be filed with or approved by any Swiss regulatory authority. In
particular, this document will not be filed with, and the offer of
securities will not be supervised by, the Swiss Financial Market
Supervisory Authority FINMA (FINMA), and the offer of securities
has not been and will not be authorized under the Swiss Federal Act
on Collective Investment Schemes (“CISA”). The investor
protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of
securities.

139

LEGAL MATTERS

Ellenoff Grossman & Schole LLP, New York, New York, is acting
as counsel in connection with the registration of our securities
under the Securities Act, and as such, will pass upon the validity
of the securities offered in this prospectus. Graubard Miller, New
York, New York, is acting as counsel to the underwriters.

EXPERTS

The balance sheet of Megalith Financial Acquisition Corp. as of
December 31, 2017, and the related statements of operations,
changes in stockholder’s equity and cash flows for the period
from November 13, 2017 (inception) through December 31, 2017, have
been audited by WithumSmith+Brown, PC, independent registered
public accounting firm, as stated in their report which is
incorporated herein. Such financial statements have been
incorporated herein in reliance on the report of such firm given
upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND
ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1
under the Securities Act with respect to the securities we are
offering by this prospectus. This prospectus does not contain all
of the information included in the registration statement. For
further information about us and our securities, you should refer
to the registration statement and the exhibits and schedules filed
with the registration statement. Whenever we make reference in this
prospectus to any of our contracts, agreements or other documents,
the references are materially complete but may not include a
description of all aspects of such contracts, agreements or other
documents, and you should refer to the exhibits attached to the
registration statement for copies of the actual contract, agreement
or other document.

Upon completion of this offering, we will be subject to the
information requirements of the Exchange Act and will file annual,
quarterly and current event reports, proxy statements and other
information with the SEC. You can read our SEC filings, including
the registration statement, over the Internet at the SEC’s
website at www.sec.gov .
You may also read and copy any document we file with the SEC at its
public reference facility at 100 F Street, N.E., Washington, D.C.
20549.

You may also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference
facilities.

140

INDEX TO FINANCIAL
STATEMENTS

P age
Report of Independent Registered Public Accounting Firm | F-2
Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017 (audited) | F-3
Statements of Operations for the six months ended June 30, 2018 (unaudited) and for the period from November 13, 2017 (inception) through December 31, 2017 (audited) | F-4
Statements of Changes in Stockholder’s Equity for the six months ended June 30, 2018 (unaudited) and for the period from November 13, 2017 (inception) through December 31, 2017 (audited) | F-5
Statements of Cash Flows for the six months ended June 30, 2018 (unaudited) and for the period from November 13, 2017 (inception) through December 31, 2017 (audited) | F-6
Notes to Financial Statements | F-7

F-1

Report of Independent
Registered Public Accounting Firm

To the Stockholder and the Board of Directors of

Megalith Financial Acquisition Corp.

Opinion on the Financial
Statements

We have audited the accompanying balance sheet of Megalith
Financial Acquisition Corp. (the “Company”) as of
December 31, 2017, the related statements of operations, changes in
stockholder’s equity and cash flows, for the period from
November 13, 2017 (inception) through December 31, 2017, and the
related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of December 31, 2017, and the results of its
operations and its cash flows for the period from November 13, 2017
(inception) through December 31, 2017, in conformity with
accounting principles generally accepted in the United States of
America.

Basis for
Opinion

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

We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. Our audit included performing procedures to assess the
risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2017.

New
York, New York August 22, 2018

F-2

Megalith Financial Acquisition
Corp.

BALANCE
SHEETS

As
of June 30, 2018 | As
of December 31, 2017
(unaudited) | (audited)
ASSETS
CURRENT ASSETS
Cash | $ | 11,591 | $ | 609
Total
current assets | 11,591 | 609
OTHER
ASSETS
Deferred offering costs | 150,889 | 81,387
Total
other assets | 150,889 | 81,387
TOTAL
ASSETS | $ | 162,480 | $ | 81,996
LIABILITIES AND STOCKHOLDER’S
EQUITY
CURRENT LIABILITIES
Accounts payable | $ | 1,925 | $ | 24,037
Note payable to Sponsor | 106,225 | 2,000
Due to affiliates | 32,726 | 32,726
Total
current liabilities | 140,876 | 58,763
Total
liabilities | 140,876 | 58,763
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S EQUITY
Preferred stock, $0.0001 par value; 1,000,000
shares authorized; none issued and outstanding | — | —
Class A Common Stock; $0.0001 par value;
100,000,000 shares authorized; none issued and
outstanding | — | —
Class B Common Stock; $0.0001 par value;
10,000,000 shares authorized; 4,312,500 issued and
outstanding (1) | 431 | 431
Additional paid-in capital | 24,569 | 24,569
Accumulated deficit | (3,396 | ) | (1,767 | )
Total
stockholder’s equity | 21,604 | 23,233
TOTAL
LIABILITIES AND
STOCKHOLDER’S EQUITY | $ | 162,480 | $ | 81,996

____________

(1) This
number includes an aggregate of up to 562,500 shares subject to
forfeiture if the over-allotment option is not exercised in full or
in part by the underwriter.

The accompanying notes are an integral part of the financial
statements

F-3

Megalith Financial Acquisition
Corp.

STATEMENTS OF
OPERATIONS

For
the six months ended June 30, 2018 | For
the period November 13, 2017 (inception) through December 31,
2017
(unaudited) | (audited)
EXPENSES
General and administrative | $ | 218 | $ | 937
Organizational costs | 1,411 | 830
Total
expenses | 1,629 | 1,767
NET
LOSS | $ | (1,629 | ) | $ | (1,767 | )
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND
DILUTED (1) | 3,750,000 | 3,750,000
BASIC
AND DILUTED NET LOSS PER SHARE | $ | (0.00 | ) | $ | (0.00 | )

____________

(1) This
number excludes an aggregate of up to 562,500 shares subject to
forfeiture if the overallotment option is not exercised in full or
in part by the underwriter.

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

F-4

Megalith Financial Acquisition
Corp.

STATEMENTS OF CHANGES IN
STOCKHOLDER’S EQUITY

Common stock | Additional | Total
Class
A | Class
B | paid-in | Accumulated | stockholder’s
Shares | Amount | Shares | Amount | capital | deficit | equity
Balance, November 13, 2017
(inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | —
Issuance of Class B common stock to
Sponsor (1) | — | — | 4,312,500 | 431 | 24,569 | — | 25,000
Net loss | — | — | — | — | (1,767 | ) | (1,767 | )
Balance, December 31, 2017 (audited) | — | — | 4,312,500 | 431 | 24,569 | (1,767 | ) | 23,233
Net loss | — | — | — | — | — | (1,629 | ) | (1,629 | )
Balance, June 30, 2018 (unaudited) | — | $ | — | 4,312,500 | $ | 431 | $ | 24,569 | $ | (3,396 | ) | $ | 21,604

____________

(1) This
number includes an aggregate of up to 562,500 shares subject to
forfeiture if the overallotment option is not exercised in full or
in part by the underwriter.

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

F-5

Megalith Financial Acquisition
Corp.

STATEMENTS OF CASH
FLOWS

For
the six months ended June 30, 2018 | For
the period November 13, 2017 (inception) through December 31,
2017
(unaudited) | (audited)
CASH
FLOWS FROM OPERATING ACTIVITIES
Net loss | $ | (1,629 | ) | $ | (1,767 | )
Adjustments to reconcile net loss to net cash
used in operating activities:
Organizational expenses paid by
affiliate | — | 226
Changes in operating assets and
liabilities:
Deferred offering costs | (69,502 | ) | (48,887 | )
Accounts payable | (22,112 | ) | 24,037
Net
cash flows used in operating activities | (93,243 | ) | (26,391 | )
CASH
FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Class B common stock
to Sponsor | — | 25,000
Proceeds from Sponsor note | 104,225 | 2,000
Net
cash flows provided by financing activities | 104,225 | 27,000
NET
INCREASE IN CASH | 10,982 | 609
CASH,
BEGINNING OF PERIOD | 609 | —
CASH,
END OF PERIOD | $ | 11,591 | $ | 609
Supplemental disclosure of noncash
activities:
Deferred offering costs paid by
affiliate | $ | — | $ | 32,500
Deferred offering costs included in accounts
payable | $ | 1,300 | $ | 22,512

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

F-6

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 1 —
Description of Organization and Business Operations

Megalith Financial Acquisition Corp. (the “Company”)
was incorporated in Delaware on November 13, 2017. The Company was
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses (the
“Business Combination”). Although the Company is not
limited to a particular industry or sector for purposes of
consummating a Business Combination, the Company intends to focus
its search on the financial technology and the financial services
sectors. The Company is an emerging growth company and, as such,
the Company is subject to all of the risks associated with emerging
growth companies.

As of June 30, 2018, the Company had not commenced any operations.
All activity for the six months ended June 30, 2018 and for the
period from November 13, 2017 (inception) through December 31, 2017
relates to the Company’s formation and the proposed initial
public offering described below. The Company will not generate any
operating revenues until after the completion of its initial
Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on cash and
cash equivalents from the proceeds derived from the Proposed Public
Offering. The Company has selected December 31 as its fiscal year
end.

The Company’s sponsor
is MFA Investor Holdings, LLC, a Delaware limited liability company
(the “Sponsor”). The Company’s ability to
commence operations is contingent upon obtaining adequate financial
resources through a proposed public offering (the “Proposed
Public Offering”) of 15,000,000 units (each, a
“Unit” and collectively, the “Units”) at
$10.00 per Unit (or 17,250,000 units if the underwriters’
over-allotment option is exercised in full), which is discussed in
Note 3, and the sale of 6,560,000 warrants (or 7,010,000 warrants
if the underwriters’ over-allotment option is exercised in
full) (each, a “Private Placement Warrant” and
collectively, the “Private Placement Warrants”) at a
price of $1.00 per Private Placement Warrant in a private placement
to the Sponsor and Chardan Capital Markets, LLC
(“Chardan”) that will close simultaneously with the
Proposed Public Offering.

The Company’s management has broad discretion with respect to
the specific application of the net proceeds of the Proposed Public
Offering and the sale of Private Placement Warrants, although
substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no
assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more
initial Business Combinations having an aggregate fair market value
of at least 80% of the assets held in the Trust Account (as defined
below) (excluding the deferred underwriting commissions and taxes
payable on income earned on the Trust Account) at the time of the
agreement to enter into the initial Business Combination. However,
the Company will only complete a Business Combination if the
post-transaction company owns or acquires 50% or more of the
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 1940, as amended (the “Investment Company
Act”). Upon the closing of the Proposed Public Offering,
management has agreed that an amount equal to at least $10.10 per
Unit sold in the Proposed Public Offering, including the proceeds
of the Private Placement Warrants, will be held in a trust account
(“Trust Account”), located in the United States at
J.P. Morgan Chase, N.A., with Continental Stock Transfer
& Trust Company acting as trustee, and invested only in U.S.
government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 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 paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of
the Investment Company Act, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii)
the distribution of the Trust Account as described below.

The Company will provide its
holders of the outstanding shares of its Class A common stock, par
value $0.0001 (“Class A common stock”), sold in the
Proposed Public Offering (the “Public Stockholders”)
with the opportunity to redeem all or a portion of their Public
Share upon the completion of a Business Combination either (i) in
connection with a stockholder meeting called to approve the
Business Combination or (ii) by means of a tender offer. The
decision as to whether the Company will seek stockholder approval
of a Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion. The Public Stockholders will
be entitled to redeem their Public Shares (as defined below in Note
3) for a pro rata portion of the amount then in the Trust Account
(initially anticipated to be $10.10 per Public Share). The
per-share amount to be distributed

F-7

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 1 —
Description of Organization and Business Operations (cont.)

to Public Stockholders who
redeem their Public Shares will not be reduced by the deferred
underwriting commissions the Company will pay to the underwriters
(as discussed in Note 5). These Public Shares will be recorded at a
redemption value and classified as temporary equity upon the
completion of the Proposed Public Offering in accordance with the
Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” In such case,
the Company will proceed with a Business Combination if the Company
has net tangible assets of at least $5,000,001 upon such
consummation of a Business Combination and a majority of the shares
voted are voted in favor of the Business Combination. If a
stockholder vote is not required by law and the Company does not
decide to hold a stockholder vote for business or other legal
reasons, the Company will, pursuant to its Certificate of
Incorporation (the “Certificate of Incorporation”),
conduct the redemptions pursuant to the tender offer rules of the
U.S. Securities and Exchange Commission (“SEC”) and
file tender offer documents with the SEC prior to completing a
Business Combination. If, however, stockholder approval of the
transactions is required by law, or the Company decides to obtain
stockholder approval for business or legal reasons, the Company
will offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. Additionally, each Public Stockholder may elect
to redeem their Public Shares irrespective of whether they vote for
or against the proposed transaction. If the Company seeks
stockholder approval in connection with a Business Combination, the
Initial Stockholders (as defined below) have agreed to vote its
Founder Shares (as defined below in Note 4) and any Public Shares
purchased during or after the Proposed Public Offering in favor of
a Business Combination. In addition, the Initial Stockholders have
agreed to waive their redemption rights with respect to their
Founder Shares and Public Shares in connection with the completion
of a Business Combination.

Notwithstanding the foregoing, the Certificate of Incorporation
provides that a Public Stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), will be restricted from redeeming its
shares with respect to more than an aggregate of 15% or more of the
Class A common stock sold in the Proposed Public Offering, without
the prior consent of the Company.

The Company’s Sponsor, officers and directors (the
“Initial Stockholders”) have agreed not to propose an
amendment to the Certificate of Incorporation that would affect the
substance or timing of the Company’s obligation to 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 shares of Class A
common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within
21 months from the closing of the Proposed Public Offering (the
“Combination Period”), the Company will (i) cease all
operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust
Account and not previously released to us to pay the
Company’s franchise and income taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares, which redemption will completely
extinguish Public Stockholders’ rights as stockholders
(including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject
in each case to the Company’s obligations under Delaware law
to provide for claims of creditors and the requirements of other
applicable law.

The Initial Stockholders have agreed to waive their liquidation
rights with respect to the Founder Shares if the Company fails to
complete a Business Combination within the Combination Period.
However, if the Initial Stockholders should acquire Public Shares
in or after the Proposed Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to
such Public Shares if the Company fails to complete a Business
Combination within the Combination Period. The underwriters have
agreed to waive their rights to its deferred underwriting
commission (see Note 5) held in the Trust Account in the event the
Company does not complete a Business Combination within in the
Combination Period and, in such event, such amounts will be

F-8

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 1 —
Description of Organization and Business Operations (cont.)

included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value
of the residual assets remaining available for distribution
(including Trust Account assets) will be only $10.10 per share
initially held in the Trust Account. In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be
liable to the Company if and to the extent any claims by a vendor
for services rendered or products sold to the Company, or a
prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds
in the Trust Account. This liability will not apply with respect to
any claims by a third party who executed a waiver of any right,
title, interest or claim of any kind in or to any monies held in
the Trust Account or to any claims under the Company’s
indemnity of the underwriters of the Proposed Public Offering
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third party, the Sponsor will
not be responsible to the extent of any liability for such third
party claims. The Company will seek to reduce the possibility that
the Sponsor will have to indemnify the Trust Account due to claims
of creditors by endeavoring to have all vendors, service providers
(except the Company’s independent registered public
accounting firm), prospective target businesses or other entities
with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in
or to monies held in the Trust Account.

Note 2 — Summary
of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars
in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) and pursuant to
the rules and regulations of the SEC. The accompanying unaudited
financial statements as of and for the six months ended June 30,
2018 have been prepared in accordance with U.S. GAAP for interim
financial information and Article 8 of Regulation S-X. In the
opinion of management, all adjustments (consisting of normal
accruals) considered for a fair presentation have been
included. Operating results for the six months ended June 30,
2018 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2018.

The Company does not have sufficient liquidity to meet its
anticipated obligations over the next year from the date of
issuance of these financial statements. In connection with the
Company’s assessment of going concern considerations in
accordance with FASB’s Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties
about an Entity’s Ability to Continue as a Going
Concern,” management has determined that the Company has
access to funds from the Sponsor that are sufficient to fund the
working capital needs of the Company until the earlier of the
consummation of the Proposed Public Offering or one year from the
date of issuance of these financial statements.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of
2012 (the “JOBS Act”) exempts emerging growth companies
from being required to comply with new or revised financial
accounting standards until private companies (that is, those that
have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an
emerging growth company can elect to opt out of the extended
transition period and comply with the requirements that apply to
non-emerging growth companies but any such an election to opt out
is irrevocable. The Company has elected not to opt out of such
extended transition period, which means that when a standard is
issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

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

F-9

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary
of Significant Accounting Policies (cont.)

Net Loss Per Common Share

The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260,
“Earnings Per Share.” Net loss per share is computed by
dividing net loss by the weighted average number of shares of
common stock outstanding during the period. At June 30, 2018 and December 31, 2017,
the Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into
shares of common stock and then share in the earnings of the
Company. As a result, diluted loss per share is the same as basic
loss per share for the periods presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash accounts in a
financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. At June 30, 2018 and
December 31, 2017, the Company has not experienced losses on these
accounts and management believes the Company is not exposed to
significant risks on such accounts.

Financial Instruments

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

Use of Estimates

The preparation of financial statements in conformity with U.S.
GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Deferred Offering Costs

Deferred offering costs consist of costs incurred through the
balance sheet dates that are directly related to the Proposed
Public Offering and that will be charged to stockholder’s
equity upon the completion of the Proposed Public Offering. Should
the Proposed Public Offering prove to be unsuccessful, these
deferred costs, as well as additional expenses to be incurred, will
be charged to operations.

Income Taxes

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

FASB ASC 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities.
There were no unrecognized tax benefits as of June 30, 2018 or
December 31, 2017. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax
expense. No amounts were accrued for the payment of interest and
penalties for six months ended June 30, 2018 and for the period
from November 13, 2017

F-10

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary
of Significant Accounting Policies (cont.)

(inception) through December 31, 2017. The Company is currently not
aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing
authorities since inception.

Recent Accounting Pronouncements

In July 2017, the FASB issued Accounting Standards Update
(“ASU”) 2017-11, Earnings Per Share
(Topic 260), Distinguishing Liabilities from Equity (Topic 480) and
Derivatives and Hedging (Topic 815): Part I. Accounting for Certain
Financial Instruments with Down Round Features; Part II.
Replacement of the Indefinite Deferral for Mandatorily Redeemable
Financial Instruments of Certain Nonpublic Entities and Certain
Mandatorily Redeemable Noncontrolling Interests with a Scope
Exception . Part I of this update addresses the complexity of
accounting for certain financial instruments with down round
features. Down round features are features of certain equity-linked
instruments (or embedded features) that result in the strike price
being reduced on the basis of the pricing of future equity
offerings. Also, entities must adjust their basic Earnings Per
Share (“EPS”) calculation for the effect of the down
round provision when triggered (that is, when the exercise price of
the related equity-linked financial instrument is adjusted downward
because of the down round feature). That effect is treated as a
dividend and as a reduction of income available to common
shareholders in basic EPS. An entity will also recognize the effect
of the trigger within equity. The guidance is effective for fiscal
years, and interim periods within those fiscal years, beginning
after December 15, 2018. Early adoption is permitted for all
entities, including adoption in an interim period. The Company
plans to adopt this guidance during the quarter ended September
30th, 2018. The adoption of this guidance is not expected to have a
material impact on the Company’s financial position, results
of operations, cash flows or disclosures until a trigger event
occurs. Part II of this update addresses the difficulty of
navigating Topic 480, Distinguishing Liabilities from Equity,
because of the existence of extensive pending content in the FASB
Accounting Standards Codification. This pending content is the
result of the indefinite deferral of accounting requirements about
mandatorily redeemable financial instruments of certain nonpublic
entities and certain mandatorily.

Subsequent Events

Subsequent events are events or transactions that occur after the
balance sheet date but before the financial statements are issued
or are available to be issued. These events and transactions either
provide additional evidence about conditions that existed at the
date of the balance sheets, including the estimated inherent in the
process of preparing the financial statements (that is, recognized
subsequent events), or provide evidence about conditions that did
not exist at the date of the balance sheet but arose after that
date (that is, non-recognized subsequent events).

Note 3 — Public
Offering

Pursuant to the Proposed Public Offering, the Company intends to
offer for sale 15,000,000 units at a price of $10.00 per Unit. Each
Unit consists of one share of Class A common stock (such shares of
Class A common stock included in the Units being offered, the
“Public Shares”), and one redeemable warrant (each, a
“Public Warrant”). Each Public Warrant entitles the
holder to purchase one share of Class A common stock at a price of
$11.50 per share (subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like and for
certain issuances of equity or equity-linked securities).

Note 4 — Related
Party Transactions

Founder Shares

On November 13, 2017, the
Sponsor purchased 4,312,500 shares (the “Founder
Shares”) of the Company’s Class B common stock, par
value $0.0001 (“Class B common stock”) for an aggregate
price of $25,000. The Founder Shares will automatically convert
into shares of Class A common stock at the time of the
Company’s initial Business Combination and are subject to
certain transfer restrictions, as described in Note 6. Holders of
Founder Shares may

F-11

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 4 — Related
Party Transactions (cont.)

also elect to convert their
shares of Class B common stock into an equal number of shares of
Class A common stock, subject to adjustment, at any time. The
Initial Stockholders have agreed to forfeit up to 562,500 Founder
Shares to the extent that the over-allotment option is not
exercised in full by the underwriters. The forfeiture will be
adjusted to the extent that the over-allotment option is not
exercised in full by the underwriters so that the Founder Shares
will represent 20.0% of the Company’s issued and outstanding
shares after the Proposed Public Offering. If the Company increases
or decreases the size of the offering, the Company will effect a
stock dividend or share contribution back to capital, as
applicable, immediately prior to the consummation of the Proposed
Public Offering in such amount as to maintain the Founder Share
ownership of the Company’s stockholders prior to the Proposed
Public Offering at 20.0% of the Company’s issued and
outstanding common stock upon the consummation of the Proposed
Public Offering.

The Initial Stockholders will agree, subject to limited exceptions,
not to transfer, assign or sell any of its Founder Shares until the
earlier to occur of: (A) one year after the completion of the
initial Business Combination or (B) subsequent to the initial
Business Combination, (x) if the last sale price of the Class A
common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the initial Business
Combination, or (y) the date on which the Company completes a
liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Company’s stockholders
having the right to exchange their shares of common stock for cash,
securities or other property.

Private Placement Warrants

The Sponsor and Chardan have agreed to purchase an aggregate of
6,560,000 Private Placement Warrants (or 7,010,000 if the
over-allotment option is exercised in full) at a price of $1.00 per
Private Placement Warrant ($6.56 million in the aggregate or $7.235
million in the aggregate if the over-allotment option is exercised
in full) in a private placement that will occur simultaneously with
the closing of the Proposed Public Offering. 5,810,000 Private
Placement Warrants will be purchased by our Sponsor (6,260,000 if
the overallotment is exercised in full) and 750,000 Private
Placement Warrants will be purchased by Chardan (regardless of
whether the overallotment option is exercised). Each whole Private
Placement Warrant is exercisable for one whole share of Class A
common stock at a price of $11.50 per share (subject to adjustment
for stock splits, stock dividends, reorganizations,
recapitalizations and the like and for certain issuances of equity
or equity-linked securities). The proceeds from the Private
Placement Warrants will be added to the proceeds from the Proposed
Public Offering to be held in the Trust Account. If the Company
does not complete a Business Combination within the Combination
Period, the Private Placement Warrants will expire worthless. The
Private Placement Warrants will be non-redeemable and exercisable
on a cashless basis so long as they are held by the Sponsor or its
permitted transferees. In addition, for as long as the Private
Placement Warrants are held by Chardan or its designees or
affiliates, they may not be exercised after five years from the
effective date of the registration statement for the Proposed
Public Offering.

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

Related Party Loans

On November 27, 2017, the Sponsor agreed to loan the Company an
aggregate of up to $300,000 to cover expenses related to the
Proposed Public Offering pursuant to a promissory note, amended and
restated as of June 30, 2018 (the “Note”). This loan is
non-interest bearing and payable on the earlier of December 31,
2018 or the completion of the Proposed Public Offering. The Company
had drawn $2,000 and $106,225 on the Note as of December 31, 2017
and June 30, 2018, respectively.

Due to affiliates

In conjunction with the formation of the Company, affiliates of the
Sponsor paid $32,726 of organizational and deferred offering costs
on behalf of the Company. As of June 30, 2018 and December 31,
2017, this amount had not been repaid.

F-12

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 4 — Related
Party Transactions (cont.)

Support Services

The Company intends to pay an
entity affiliated with the President a fee of approximately $16,667
per month following the consummation of the Proposed Public
Offering until the earlier of the consummation of the Business
Combination or liquidation, as well as a bonus of $78,000 upon
successful completion of the Proposed Public Offering.

The Company presently occupies
office space provided by an affiliate of the Sponsor. The affiliate
has agreed that, until the Company consummates a Business
Combination, it will make such office space, as well as certain
administrative and support services, available to the Company, as
may be required by the Company from time to time. The Company will
pay the affiliate an aggregate of $2,000 per month for such office
space, administrative and support services.

Note 5 —
Commitments & Contingencies

Registration Rights

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

Underwriting Agreement

The Company will grant the underwriters a 45-day option from the
date of this prospectus to purchase up to 2,250,000 additional
Units to cover over-allotments, if any, at the Proposed Public
Offering price less the underwriting discounts and commissions.

The underwriters will be entitled to an underwriting discount of
$0.20 per unit, or $3 million in the aggregate (or approximately
$3.45 million in the aggregate if the underwriters’
over-allotment option is exercised in full), payable upon the
closing of the Proposed Public Offering. Deferred underwriting
commissions of $0.40 per unit, or $6 million in the aggregate (or
$6.9 million in the aggregate if the underwriters’
over-allotment option is exercised in full) will be payable to the
underwriters. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in
the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement. A portion of
the deferred underwriting commission may be allocated to third
parties at the discretion of the Sponsor.

Note 6 —
Stockholder’s Equity

Common Stock

Class A Common Stock — The Company is authorized to
issue 100,000,000 shares of Class A common stock with a par value
of $0.0001 per share. As of June 30, 2018 and December 31, 2017,
there were no shares of Class A common stock issued or
outstanding.

Class B Common Stock — The Company is authorized to
issue 10,000,000 shares of Class B common stock with a par value of
$0.0001 per share. Holders of Class B common stock are entitled to
one vote for each share. As of June 30, 2018 and December 31, 2017,
there were 4,312,500 shares of Class B common stock outstanding. Of
the 4,312,500 shares of Class B common stock, an aggregate of up to
562,500 shares are subject to forfeiture to

F-13

MEGALITH FINANCIAL
ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Note 6 —
Stockholder’s Equity (cont.)

the Company by the Sponsor for no consideration to the extent that
the underwriters’ over-allotment option is not exercised in
full or in part, so that the Initial Stockholders will collectively
own 20% of the Company’s issued and outstanding common stock
after the Proposed Public Offering.

Holders of Class A common stock and Class B common stock will vote
together as a single class on all other matters submitted to a vote
of stockholders except as required by law.

The shares of Class B common stock will automatically convert into
shares of Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment. In the
case that additional shares of Class A common stock, or
equity-linked securities, are issued or deemed issued in excess of
the amounts offered in the Proposed Public Offering and related to
the closing of the initial Business Combination, the ratio at which
shares of Class B common stock shall convert into shares of Class A
common stock will be adjusted (unless the holders of a majority of
the outstanding shares of Class B common stock agree to waive such
adjustment with respect to any such issuance or deemed issuance) so
that the number of shares of Class A common stock issuable upon
conversion of all shares of Class B common stock will equal, in the
aggregate, on an as-converted basis, 20% of the sum of the total
number of all shares of common stock outstanding upon the
completion of the Proposed Public Offering plus all shares of Class
A common stock and equity-linked securities issued or deemed issued
in connection with the initial Business Combination (excluding any
shares or equity-linked securities issued, or to be issued, to any
seller in the initial Business Combination and any private
placement-equivalent warrants issued to the Sponsor or its
affiliates upon conversion of loans made to the Company). Holders
of Founder Shares may also elect to convert their shares of Class B
common stock into an equal number of shares of Class A common
stock, subject to adjustment as provided above, at any time.

Preferred Stock — The Company is authorized to issue
1,000,000 shares of preferred stock with such designations, voting
and other rights and preferences as may be determined from time to
time by the Company’s board of directors. As of June 30, 2018
and December 31, 2017, there were no shares of preferred stock
issued or outstanding.

F-14

15,000,000 Units

Megalith Financial Acquisition
Corp.

________________________________

PRELIMINARY
PROSPECTUS

, 2018

________________________________

Sole Book-Running Manager

Chardan

Lead
Manager

BTIG

Co-Managers

Northland Capital
Markets | I-Bankers Securities,
Inc.

Until         ,
2018 (25 days after the date of this prospectus), all dealers that
buy, sell or trade our Class A common stock, whether or not
participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to
deliver a prospectus when acting as underwriters and with respect
to its unsold allotments or subscriptions.

You should rely only on
the information contained in this prospectus. We have not, and the
underwriters have not, authorized anyone to provide you with
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell securities in
any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus
is accurate as of any date other than the date on the front of this
prospectus.

No dealer, salesperson
or any other person is authorized to give any information or make
any representations in connection with this offering other than
those contained in this prospectus and, if given or made, the
information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any security other
than the securities offered by this prospectus, or an offer to sell
or a solicitation of an offer to buy any securities by anyone in
any jurisdiction in which the offer or solicitation is not
authorized or is unlawful.

PART II

INFORMATION NOT REQUIRED
IN PROSPECTUS

Item 13. Other Expenses
of Issuance and Distribution.

The estimated expenses payable by us in connection with the
offering described in this registration statement (other than the
underwriting discount and commissions) will be as follows:

Legal fees and expenses | 250,000
Accounting fees and expenses | 37,500
SEC/FINRA Expenses | 47.852
Travel and road show | 10,000
NYSE listing and filing fees | 85,000
Director and Officer liability insurance
premiums | 75,000
Printing and engraving expenses | 40,000
Miscellaneous | 54,648
Total offering expenses (excluding underwriting
commissions) | $ | 600,000

____________

(1) This
amount represents the approximate amount of annual director and
officer liability insurance premiums the registrant anticipates
paying following the completion of its initial public offering and
until it completes an initial business combination.

Item 14. Indemnification
of Directors and officers.

Our amended and restated certificate of incorporation will provide
that all of our directors, officers, employees and agents shall be
entitled to be indemnified by us to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law
(“DGCL”). Section 145 of the Delaware General
Corporation Law concerning indemnification of officers, directors,
employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and
agents; insurance.

(a) A
corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that the person’s conduct was unlawful.

(b) A
corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of

II-1

Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.

(c) To the
extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection therewith.

(d) Any
indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person
has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less
than a quorum, or (2) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

(e) Expenses
(including attorneys’ fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys’ fees) incurred by former
officers and directors or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems
appropriate.

(f) The
indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while
holding such office. A right to indemnification or to advancement
of expenses arising under a provision of the certificate of
incorporation or a bylaw shall not be eliminated or impaired by an
amendment to such provision after the occurrence of the act or
omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which
indemnification or advancement of expenses is sought, unless the
provision in effect at the time of such act or omission explicitly
authorizes such elimination or impairment after such action or
omission has occurred.

(g) A
corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under this section.

(h) For
purposes of this section, references to “the
corporation” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence
had continued.

II-2

(i) For
purposes of this section, references to “other
enterprises” shall include employee benefit plans; references
to “fines” shall include any excise taxes assessed on a
person with respect to any employee benefit plan; and references to
“serving at the request of the corporation” shall
include any service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.

(j) The
indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

(k) The Court
of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or
indemnification brought under this section or under any by law,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation’s obligation to advance expenses (including
attorneys’ fees).

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment of expenses incurred or paid by a director, officer or
controlling person in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

In accordance with Section 102(b)(7) of the DGCL, our amended and
restated certificate of incorporation, will provide that no
director shall be personally liable to us or any of our
stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors, except to the extent such limitation
on or exemption from liability is not permitted under the DGCL. The
effect of this provision of our amended and restated certificate of
incorporation is to eliminate our rights and those of our
stockholders (through stockholders’ derivative suits on our
behalf) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director, including breaches
resulting from negligent or grossly negligent behavior, except, as
restricted by Section 102(b)(7) of the DGCL. However, this
provision does not limit or eliminate our rights or the rights of
any stockholder to seek non-monetary relief, such as an injunction
or rescission, in the event of a breach of a director’s duty
of care.

If the DGCL is amended to authorize corporate action further
eliminating or limiting the liability of directors, then, in
accordance with our amended and restated certificate of
incorporation, the liability of our directors to us or our
stockholders will be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended. Any repeal or amendment of
provisions of our amended and restated certificate of incorporation
limiting or eliminating the liability of directors, whether by our
stockholders or by changes in law, or the adoption of any other
provisions inconsistent therewith, will (unless otherwise required
by law) be prospective only, except to the extent such amendment or
change in law permits us to further limit or eliminate the
liability of directors on a retroactive basis.

Our amended and restated certificate of incorporation will also
provide that we will, to the fullest extent authorized or permitted
by applicable law, indemnify our current and former officers and
directors, as well as those persons who, while directors or
officers of our corporation, are or were serving as directors,
officers, employees or agents of another entity, trust or other
enterprise, including service with respect to an employee benefit
plan, in connection with any threatened, pending or completed
proceeding, whether civil, criminal, administrative or
investigative, against all expense, liability and loss (including,
without limitation, attorney’s fees, judgments, fines, ERISA
excise taxes and penalties and amounts paid in settlement)
reasonably incurred or suffered by any such person in connection
with any such proceeding.

II-3

Notwithstanding the foregoing, a person eligible for
indemnification pursuant to our amended and restated certificate of
incorporation will be indemnified by us in connection with a
proceeding initiated by such person only if such proceeding was
authorized by our board of directors, except for proceedings to
enforce rights to indemnification.

The right to indemnification which will be conferred by our amended
and restated certificate of incorporation is a contract right that
includes the right to be paid by us the expenses incurred in
defending or otherwise participating in any proceeding referenced
above in advance of its final disposition, provided, however, that
if the DGCL requires, an advancement of expenses incurred by our
officer or director (solely in the capacity as an officer or
director of our corporation) will be made only upon delivery to us
of an undertaking, by or on behalf of such officer or director, to
repay all amounts so advanced if it is ultimately determined that
such person is not entitled to be indemnified for such expenses
under our amended and restated certificate of incorporation or
otherwise.

The rights to indemnification and advancement of expenses will not
be deemed exclusive of any other rights which any person covered by
our amended and restated certificate of incorporation may have or
hereafter acquire under law, our amended and restated certificate
of incorporation, our bylaws, an agreement, vote of stockholders or
disinterested directors, or otherwise.

Any repeal or amendment of provisions of our amended and restated
certificate of incorporation affecting indemnification rights,
whether by our stockholders or by changes in law, or the adoption
of any other provisions inconsistent therewith, will (unless
otherwise required by law) be prospective only, except to the
extent such amendment or change in law permits us to provide
broader indemnification rights on a retroactive basis, and will not
in any way diminish or adversely affect any right or protection
existing at the time of such repeal or amendment or adoption of
such inconsistent provision with respect to any act or omission
occurring prior to such repeal or amendment or adoption of such
inconsistent provision. Our amended and restated certificate of
incorporation will also permit us, to the extent and in the manner
authorized or permitted by law, to indemnify and to advance
expenses to persons other that those specifically covered by our
amended and restated certificate of incorporation.

Our bylaws, which we intend to adopt immediately prior to the
closing of this offering, include the provisions relating to
advancement of expenses and indemnification rights consistent with
those which will be set forth in our amended and restated
certificate of incorporation. In addition, our bylaws provide for a
right of indemnity to bring a suit in the event a claim for
indemnification or advancement of expenses is not paid in full by
us within a specified period of time. Our bylaws also permit us to
purchase and maintain insurance, at our expense, to protect us
and/or any director, officer, employee or agent of our corporation
or another entity, trust or other enterprise against any expense,
liability or loss, whether or not we would have the power to
indemnify such person against such expense, liability or loss under
the DGCL.

Any repeal or amendment of provisions of our bylaws affecting
indemnification rights, whether by our board of directors,
stockholders or by changes in applicable law, or the adoption of
any other provisions inconsistent therewith, will (unless otherwise
required by law) be prospective only, except to the extent such
amendment or change in law permits us to provide broader
indemnification rights on a retroactive basis, and will not in any
way diminish or adversely affect any right or protection existing
thereunder with respect to any act or omission occurring prior to
such repeal or amendment or adoption of such inconsistent
provision.

We will enter into indemnification agreements with each of our
officers and directors a form of which is to be filed as an exhibit
to this Registration Statement. These agreements will require us to
indemnify these individuals to the fullest extent permitted under
Delaware law against liabilities that may arise by reason of their
service to us, and to advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified.

Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1
to this Registration Statement, we have agreed to indemnify the
underwriters and the underwriters have agreed to indemnify us
against certain civil liabilities that may be incurred in
connection with this offering, including certain liabilities under
the Securities Act.

II-4

Item 15. Recent Sales of
Unregistered Securities.

In November 2017, MFA Investor Holdings LLC, our sponsor, purchased
an aggregate of 4,312,500 founder shares, for an aggregate offering
price of $25,000 at an average purchase price of approximately
$0.006 per share. The number of founder shares issued was
determined based on the expectation that the founder shares would
represent 20% of the outstanding shares of common stock upon
completion of this offering. Such securities were issued in
connection with our organization pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act.
Our sponsor is an accredited investor for purposes of Rule 501 of
Regulation D.

In addition, our sponsor and Chardan have agreed to purchase an
aggregate of 6,560,000 private placement warrants (or 7,010,000
private placement warrants if the overallotment option is exercised
in full) at a price of $1.00 per warrant ($6,560,000 in the
aggregate or $7,010,000 if the overallotment is exercised in full)
in a private placement that will close simultaneously with the
closing of this offering. 5,810,000 private placement warrants will
be purchased by our sponsor (6,260,000 if the overallotment is
exercised in full) and 750,000 private placement warrants will be
purchased by Chardan (regardless of whether the overallotment
option is exercised). This purchase will take place on a private
placement basis simultaneously with the completion of our initial
public offering. This issuance will be made pursuant to the
exemption from registration contained in Section 4(a)(2) of the
Securities Act.

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

Item 16. Exhibits and
Financial Statement Schedules.

(a) Exhibits. The
list of exhibits preceding the signature page of this registration
statement is incorporated herein by reference.

(b) Financial
Statements. See page F-1 for an index to the financial
statements and schedules included in the registration
statement.

Item 17.
Undertakings.

(a) The
undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.

(b) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

(c) The
undersigned registrant hereby undertakes that:

(1) For
purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of the time
it was declared effective.

(2) For the
purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-5

(3) For the
purpose of determining liability under the Securities Act of 1933
to any purchaser, if the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of
first use.

(4) For the
purpose of determining liability of a registrant under the
Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a
primary offering of securities of an undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:

(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;

(ii) Any free
writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by an
undersigned registrant;

(iii) The portion of
any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned
registrant; and

(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

II-6

EXHIBIT INDEX

Exhibit | Description
1.1 | Form
of Underwriting Agreement*
3.1 | Certificate of Incorporation*
3.2 | Form of Amended and Restated Certificate of Incorporation*
3.3 | By Laws*
4.1 | Specimen
Unit Certificate*
4.2 | Specimen
Class A Common Stock Certificate*
4.3 | Specimen
Warrant Certificate*
4.4 | Form
of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**
5.1 | Opinion of Ellenoff Grossman & Schole LLP*
10.1 | Form of Letter Agreement among the Registrant and our officers, directors and director nominees.*
10.2 | Promissory Note, dated November 27, 2017, issued to MFA Investor Holdings LLC*
10.2.1 | Amended and Restated Promissory Note, dated June 30, 2018, issued to MFA Investor Holdings LLC*
10.3 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*
10.4 | Form of Registration Rights Agreement between the Registrant and certain security holders*
10.5 | Securities Subscription Agreement, dated November 13, 2017, between the Registrant and MFA Investor Holdings LLC*
10.6 | Private Placement Warrants Purchase Agreement between the Registrant and MFA Investor Holdings LLC*
10.6.1 | Private Placement Warrants Purchase Agreement between the Registrant and Chardan Capital Markets, LLC*
10.7 | Form of Indemnity Agreement*
10.8 | Form
of Letter Agreement between Megalith Capital Management LLC and the Registrant regarding administrative support*
14 | Form
of Code of Ethics*
23.1 | Consent of WithumSmith+Brown, PC**
23.2 | Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)*
24 | Power of Attorney*
99.1 | Form
of Audit Committee Charter*
99.2 | Form
of Compensation Committee Charter*
99.3 | Form
of Nominating and Corporate Governance Committee*
99.4 | Consent
of Jay S. Sidhu*
99.5 | Consent
of Bhanu Choudhrie*
99.6 | Consent
of Raj Date*
99.7 | Consent
of Eric Frank*
99.8 | Consent
of Chad Hurley*
99.9 | Consent
of Kuldeep Malkani*

____________

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

II-7

SIGNATURES

Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 22 nd day of August, 2018.

MEGALITH FINANCIAL ACQUISITION CORP.
By: | /s/ Samvir S. Sidhu
Samvir S. Sidhu
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this amended Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated.

Name | P osition | Date
/s/ Samvir S. Sidhu | Chief Executive Officer and Director | August
22, 2018
Samvir S. Sidhu | (principal executive officer)
/s/ Philip Watkins | Chief Financial Officer | August
22, 2018
Philip Watkins* | (principal financial and accounting
officer)

By: /s/ Samvir S. Sidhu Samvir S. Sidhu Attorney-in-fact

II-8

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